6-K

TORONTO DOMINION BANK (TD)

6-K 2025-02-27 For: 2025-01-31
View Original
Added on April 06, 2026

FORM

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

______________________________

______________________________

REPORT OF FOREIGN PRIVATE

ISSUER

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

the Securities Exchange Act of 1934

For the month of February,

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

1

st

Quarter 2025 Report to Shareholders

99.2

Earnings Coverage

99.3

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

99.4

Q1 2025 Earnings News Release

99.5

Q1 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:

February 27, 2025

By:

/s/ Caroline Cook

Name:

Caroline Cook

Title:

Associate Vice President, Legal Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports First Quarter 2025 Results

Report to Shareholders

Three months ended January 31, 2025

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements and

related Notes prepared in accordance

with International Financial Reporting Standards

(IFRS) as issued by the International

Accounting Standards Board (IASB),

unless otherwise noted. Certain comparative

amounts have been revised to conform

with the presentation adopted in the current period.

Reported results conform with generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted measures are non-GAAP

financial

measures. For additional information about

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

refer to “Significant and Subsequent Events”

and “Non-GAAP and

Other Financial Measures” in the “How

We Performed” section of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS,

compared with the first quarter last year:

Reported diluted earnings per share were

$1.55, compared with $1.55.

Adjusted diluted earnings per share were

$2.02, compared with $2.00.

Reported net income was $2,793 million,

compared with $2,824 million.

Adjusted net income was $3,623 million,

compared with $3,637 million.

FIRST QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The first quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $61 million ($52 million after tax or 3

cents per share), compared with $94 million

($79 million after tax or

4 cents per share) in the first quarter last

year.

Acquisition and integration charges related

to the Cowen acquisition of $52 million

($41 million after tax or 2 cents per share),

compared with

$117 million ($93 million after tax or 5 cents per share)

in the first quarter last year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $54 million ($41

million after tax or

2 cents per share), compared with $57 million

($43 million after tax or 2 cents per

share) in the first quarter last year.

U.S. balance sheet restructuring of $927

million ($696

million after tax or 40 cents per share).

TORONTO

, February 27, 2025 – TD Bank Group (“TD” or

the “Bank”) today announced its financial results

for the first quarter ended January 31, 2025. Reported

and

adjusted earnings were $2.8 billion and $3.6 billion,

respectively, relatively flat

compared with the first quarter last year.

“TD started the year with strong momentum and record revenue

across many of our businesses. While expenses

remain somewhat elevated, we delivered solid earnings,

which positions us well as we begin the new fiscal year,”

said Raymond Chun, Group President and Chief Executive

Officer, TD Bank Group.

“U.S. AML remediation remains

our top priority and we continue to make consistent progress

to strengthen the Bank. The strategic review is

advancing as planned, and we have taken early

action, such as

our divestiture of Schwab, as we develop our strategy

and roadmap for the future.”

Canadian Personal and Commercial Banking delivered

record revenue supported by continued volume growth

Canadian Personal and Commercial Banking net income was

$1,831 million, an increase of 3% compared to the first

quarter last year. This increase

reflects higher revenue,

partially offset by higher non-interest expenses and provisions

for credit losses (PCL). Revenue was a record $5,149

million, an increase of 5%, primarily reflecting loan

and

deposit volume growth.

This quarter, the Canadian Personal Bank

continued to build momentum, including deepening

customer relationships by launching Real Estate Secured

Lending and

Investing specialists in its highest opportunity branches.

In addition, the TD Aeroplan Visa Infinite Card

was recognized by Rewards Canada as Canada

’s top airline credit

card for the fourth year in a row

1

. In Business Banking, TD Auto Finance achieved record retail

originations this quarter and a significant expansion

of new dealer floor plan

relationships.

The U.S. Retail Bank delivered continued momentum

while making progress on balance sheet restructuring

U.S. Retail reported net income for the quarter was $342

million (US$247 million), down 61% (62% in U.S. dollars),

compared with the first quarter last year.

On an adjusted

basis, net income was $1,038 million (US$736 million),

down 12% (15% in U.S. dollars). Reported net income

for the quarter from the Bank’s investment in

The Charles

Schwab Corporation (“Schwab”) was $199 million (US$142 million),

up 3% (down 1% in U.S. dollars), compared with

the first quarter last year.

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

in Schwab, reported net income was $143 million (US$10

5

million), down 79% (79% in U.S. dollars), compared

with the first quarter last year, primarily

reflecting the impact of balance sheet restructuring activities,

governance and control investments including the

Bank’s U.S. BSA/AML

remediation program, and higher PCL, partially offset

by the impact of the FDIC special assessment charge in the

first quarter last year. On

an adjusted basis, net income was

$839 million (US$594 million), down 15% (18% in U.S.

dollars) compared with the first quarter last year,

reflecting higher non-interest expenses and higher PCL,

partially

offset by higher revenue.

This quarter, the U.S. Retail Bank continued

to deliver operating momentum, with its fifth consecutive

quarter of personal deposit growth and double-digit

growth in

U.S. Wealth assets year-over-year.

The business also made significant progress in its

balance sheet restructuring strategy to ensure it can continue

to support its customers’

needs under the asset limitation.

Wealth Management and Insurance delivered record

Wealth revenue, earnings and assets, and

strong Insurance premium growth

Wealth Management and Insurance net income

was $680 million, an increase of 23% compared with

the first quarter last year, driven

by record revenue, earnings and assets

in Wealth Management and strong insurance premiums

growth. This quarter’s 15% revenue increase reflected insurance

premiums growth and higher fee-based revenue

driven by market and asset growth, as well as higher interest

income from deposits and increased transaction

revenue.

This quarter, Wealth Management

and Insurance continued to deliver investment excellence

and innovative solutions.

TD Direct Investing was ranked #1 Digital Brokerage in

Canada by The Globe and Mail for the third consecutive

year. TD Asset Management received

24 Fundata FundGrade A+® Awards and was

recognized in six categories at

1

Awarded by AwardsCanada.ca on January 3, 2025: https://rewardscanada.ca/TopTravelCreditCard/

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 2

the 2024 Canada LSEG Lipper Fund Awards. In addition,

TD Insurance, with TD Securities as joint bookrunner,

diversified its reinsurance capacity by becoming

the first

Canadian insurer to sponsor a catastrophe bond solely focused

on catastrophe perils in Canada.

Wholesale Banking delivered record revenue driven by

its Global Markets business

Wholesale Banking reported net income for the quarter was

$299 million, an increase of 46% compared with the first

quarter last year, primarily reflecting

higher revenue,

partially offset by higher PCL and non-interest expenses.

On an adjusted basis, net income was $339 million,

an increase of 14% compared with the first quarter last

year.

Revenue for the quarter was a record $2 billion,

an increase of 12% compared with the first quarter last

year, primarily reflecting higher

trading-related revenue and

underwriting fees.

Wholesale Banking continued to drive growth from the enhanced

capabilities of the franchise. TD Cowen won the

2024 IFR U.S. Mid-Market Equity House Award,

which

recognizes the leading underwriter of U.S. equity offerings

between US$50-US$500 million. Following the quarter

end, TD Cowen also acted as a lead bookrunner on the

marquee US$15 billion secondary offering of Schwab

shares by TD, an important milestone.

Capital

TD’s Common Equity Tier 1 Capital

ratio was 13.1%.

Conclusion

“TD’s strength and stability,

combined with our unrelenting focus on meeting the

needs of our customers and clients, will serve the Bank well

in this period

of geopolitical

and

macroeconomic uncertainty,

added Chun. “I want to thank our colleagues across

the globe for their tremendous efforts and commitment.

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

on page 4.

TD BANK GROUP • FIRST 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 first 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 first 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

First

Quarter

2025

SFI

First

Quarter

2025

SRD

First

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.

30-31, 44

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.

28-30, 75

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.

37-41

114-116,

118-119

Funding

19

Encumbered and unencumbered assets in a table by balance sheet

category.

39

117, 229

20

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

44-46

122-124

21

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

40-44

119-122

Market Risk

22

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

balance sheet.

34

106

23

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

34, 36

106, 109-110

24

Significant market risk measurement model limitations and validation

procedures.

35

107-110,

112-113

25

Primary risk management techniques beyond reported risk measures and

parameters.

35

107-110

Credit Risk

26

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

risk profile, including any significant credit risk concentrations.

25-28, 61-67

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.

66

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.

26, 63-65

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.

73-74

91-93, 227-228

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

4

Caution Regarding Forward-Looking Statements

47

Securitization and Off-Balance Sheet Arrangements

5

Financial Highlights

47

Accounting Policies and Estimates

6

Significant and Subsequent Events

47

Changes in Internal Control over Financial

Reporting

6

Update on U.S. BSA/AML Program Remediation

and

48

Glossary

Enterprise AML Program Improvement Activities

8

How We Performed

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

12

Financial Results Overview

51

Interim Consolidated Balance Sheet

15

How Our Businesses Performed

52

Interim Consolidated Statement of Income

23

Quarterly Results

53

Interim Consolidated Statement of Comprehensive

Income

24

Balance Sheet Review

54

Interim Consolidated Statement of Changes

in Equity

25

Credit Portfolio Quality

55

Interim Consolidated Statement of Cash

Flows

28

Capital Position

56

Notes to Interim Consolidated Financial Statements

32

Risk Factors and Management

32

Managing Risk

76

SHAREHOLDER AND INVESTOR INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATING

PERFORMANCE

This MD&A is presented to enable readers

to assess material changes in the financial

condition and operating results of TD Bank

Group (“TD” or the “Bank”) for

the three months ended January 31, 2025,

compared with the corresponding periods

shown. This MD&A should be read in conjunction

with the Bank’s unaudited

Interim Consolidated Financial Statements

and related Notes included in this Report

to Shareholders and with the 2024 Consolidated

Financial Statements and

related Notes and 2024 MD&A. This MD&A

is dated February 26, 2025. Unless otherwise

indicated, all amounts are expressed

in Canadian dollars and have been

primarily derived from the Bank’s 2024 Consolidated

Financial Statements and related Notes or Interim

Consolidated Financial Statements and

related Notes,

prepared in accordance with IFRS as issued

by the IASB. Note that certain comparative

amounts have been revised to conform

with the presentation adopted in

the current period.

Additional information relating to the Bank,

including the Bank’s 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, legal and regulatory compliance (including financial crime),

reputational, environmental and social, and other risks.

Examples of such risk factors include general business and economic conditions in the regions in which

the Bank operates (including the economic, financial, and other impacts of pandemics); geopolitical

risk (including the

potential impact of new or elevated 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 5

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Results of operations

Total revenue – reported

$

14,049

$

15,514

$

13,714

Total revenue – adjusted

1

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses (ISE)

1,507

2,364

1,366

Non-interest expenses – reported

8,070

8,050

8,030

Non-interest expenses – adjusted

1

7,983

7,731

7,125

Net income (loss) – reported

2,793

3,635

2,824

Net income – adjusted

1

3,623

3,205

3,637

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

965.3

$

949.5

$

904.3

Total assets

2,093.6

2,061.8

1,910.9

Total deposits

1,290.5

1,268.7

1,181.3

Total equity

119.0

115.2

112.4

Total risk-weighted assets

2

649.0

630.9

579.4

Financial ratios

Return on common equity (ROE) – reported

3

10.1

%

13.4

%

10.9

%

Return on common equity – adjusted

1

13.2

11.7

14.1

Return on tangible common equity (ROTCE)

1,3

13.4

17.8

14.9

Return on tangible common equity – adjusted

1

17.2

15.4

18.7

Efficiency ratio – reported

3

57.4

51.9

58.6

Efficiency ratio – adjusted, net of ISE

1,3,4

59.0

61.7

57.4

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.50

0.47

0.44

Common share information – reported

(Canadian dollars)

Per share earnings (loss)

Basic

$

1.55

$

1.97

$

1.55

Diluted

1.55

1.97

1.55

Dividends per share

1.05

1.02

1.02

Book value per share

3

61.61

59.59

57.34

Closing share price

5

82.91

76.97

81.67

Shares outstanding (millions)

Average basic

1,749.9

1,748.2

1,776.7

Average diluted

1,750.7

1,749.3

1,778.2

End of period

1,751.7

1,750.1

1,772.1

Market capitalization (billions of Canadian dollars)

$

145.2

$

134.7

$

144.7

Dividend yield

3

5.4

%

5.0

%

4.9

%

Dividend payout ratio

3

67.8

51.8

65.7

Price-earnings ratio

3

17.5

16.3

13.1

Total shareholder return (1 year)

3

6.9

4.5

(6.9)

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

$

2.02

$

1.72

$

2.01

Diluted

2.02

1.72

2.00

Dividend payout ratio

51.9

%

59.2

%

50.7

%

Price-earnings ratio

10.6

9.9

10.6

Capital ratios

3

Common Equity Tier 1 Capital ratio

13.1

%

13.1

%

13.9

%

Tier 1 Capital ratio

14.7

14.8

15.7

Total Capital ratio

17.0

16.8

17.6

Leverage ratio

4.2

4.2

4.4

TLAC ratio

29.5

28.7

30.8

TLAC Leverage ratio

8.5

8.1

8.6

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

and Subsequent Events” and “How We

Performed” sections

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

results. Non-GAAP financial measures and ratios used

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

used by other issuers.

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 this metric, 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 –

Q1 2025: $13,523 million, Q4 2024: $12,533 million, Q1 2024: $12,405 million.

5

Toronto Stock Exchange closing market

price.

ex991p6i0

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT AND SUBSEQUENT EVENTS

Sale of Schwab Common Shares

On February 12, 2025, the Bank sold its entire

remaining equity investment in 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). In the second quarter

of fiscal 2025, the Bank is expected

to recognize a net gain on sale of its

investment in Schwab 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 will also recognize $0.2

billion of underwriting fees in

its Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction is expected to increase

Common Equity Tier 1 (CET1) capital by approximately

238 bps, based on the Bank’s CET1 capital

as at

January 31, 2025. Additionally, assuming the $8.0 billion planned

share repurchases

pursuant to the Bank’s proposed normal course issuer

bid were completed as

of January 31, 2025, the Bank’s pro forma CET1

capital as at January 31, 2025 would be

approximately 14.2%. The Bank

continues to have a business

relationship with Schwab through the IDA Agreement.

The Bank will discontinue recording

its share of earnings available to common

shareholders from its

investment in Schwab in the second quarter

of fiscal 2025.

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. The Bank continues

to expect to have

the majority of its management remediation

actions implemented in calendar 2025 and

continues to expect U.S. BSA/AML remediation

and related governance

and control investments of approximately

US$500 million pre-tax in fiscal 2025

2

. Remaining management implementations are

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 to be completed in calendar

2027 per the OCC consent order. 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. 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

planning activities, including the completion

of external benchmarking and lookback

reviews. As an example, 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 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.

While substantial work remains, the

Bank has made progress on its U.S. BSA/AML

program remediation activities over the

first fiscal quarter of 2025, including:

2

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 plan.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 7

1)

the Bank submitted a list of candidates for

the monitorship to both the DOJ and

FinCEN, and they both approved the use of

the same Independent

Compliance Monitor on a go-forward basis;

2)

the implementation of enhanced investigation

practices including the implementation

of technology which centralizes all new investigative

cases in a

single system to provide unified data sets

to help manage financial crime risk

with a single view of the customer;

3)

the continued hiring of investigative analysts,

with the U.S. investigative analyst team

up 4% in size in the first fiscal quarter of

2025;

4)

the completion of the design of machine learning

tools that help analyze customer data to

more effectively and rapidly detect potential activity

of

interest;

5)

the introduction of new reporting on workloads

that has improved the Bank’s ability to forecast resource

needs; and

6)

completed development of a detailed plan

to improve employee accountability

mechanisms to ensure that there are clear

consequences that are

understood throughout the organization.

For the second and third fiscal quarters of

2025, the Bank’s focus will be on the following remediation

activities:

1)

hiring of additional investigative analysts

to help manage case volumes which are

expected to be higher as additional monitoring

capabilities continue

to be implemented;

2)

the implementation of incremental enhancements

for transaction monitoring and client

onboarding, including the implementation of

a further round of

scenarios into the Bank’s transaction monitoring

system;

3)

the introduction of updated investigative procedures

that contain additional guidance on analyzing

customer activity; and

4)

the implementation 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 2024 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 makes

remediation and enhancements to 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, as the

Bank continues its

remediation and improvement activities of

the Enterprise AML Program, 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

first fiscal quarter of 2025, including:

1) the consolidation of the Enterprise and

the U.S. AML mandates under the leadership

of the Global Head of FCRM, in order to better

enable strong

and consistent engagement, and delivery of improvements

across both the U.S. and Enterprise

AML programs;

2) additional improvements in the Bank’s process

and procedural guidance, including

additional targeted training across FCRM

and individual business

lines; and

3)

hiring of additional investigative analysts,

to help improve management of case volumes,

with further expansion planned in future fiscal

quarters.

For the second and third fiscal quarters of

2025, the Bank’s focus will be on the following improvements

to the Enterprise AML Program:

1) the implementation of a new centralized

case management tool that is already in production

in the U.S. through the rest of the Bank,

with the goal of

strengthening oversight and investigations of identified

FCRM risks;

2) the implementation of technology initiatives

to consolidate electronic document and data

availability to help improve timeliness of

monitoring and

oversight of escalated AML issues; and

3) the continued 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 8

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 17 million

active online and mobile customers. TD had

$2.09 trillion in assets on January 31, 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 basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective

income tax rate. The Bank believes that

non-GAAP

financial measures and non-GAAP ratios provide

the reader with a better understanding of how

management views the Bank’s performance. Non-GAAP

financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and position,

and capital management measures depict

the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses attributable

to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

As at January 31, 2025, 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 August 21, 2024, the Bank sold 40.5

million shares of common stock of Schwab for

proceeds of approximately $3.4 billion (US$2.5

billion). The share sale

reduced the Bank’s ownership interest in Schwab

from 12.3% to 10.1%. The Bank recognized

approximately $1.0 billion (US$0.7 billion) as

other income (net of

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

reclassified to earnings), in the fourth quarter

of fiscal 2024.

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 “Significant and Subsequent

Events” section of this document.

The Bank will discontinue recording its share

of earnings available to

common shareholders from its investment

in Schwab in the second quarter of fiscal

2025.

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 9

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

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

7,866

$

7,940

$

7,488

Non-interest income

6,183

7,574

6,226

Total revenue

14,049

15,514

13,714

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

8,070

8,050

8,030

Income before income taxes and share

of net income from

investment in Schwab

3,260

3,991

3,317

Provision for (recovery of) income taxes

698

534

634

Share of net income from investment in

Schwab

231

178

141

Net income (loss) – reported

2,793

3,635

2,824

Preferred dividends and distributions on other

equity instruments

86

193

74

Net income (loss) attributable to common

shareholders

$

2,707

$

3,442

$

2,750

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 10

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

and Subsequent Events”

or “How We Performed”

sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Operating results – adjusted

Net interest income

1,2

$

7,920

$

8,034

$

7,545

Non-interest income

3

7,110

6,863

6,226

Total revenue

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

4

7,983

7,731

7,125

Income before income taxes and share of net income from

investment in Schwab

4,328

3,693

4,279

Provision for (recovery of) income taxes

962

695

872

Share of net income from investment in Schwab

5

257

207

230

Net income – adjusted

3,623

3,205

3,637

Preferred dividends and distributions on other equity instruments

86

193

74

Net income available to common shareholders –

adjusted

3,537

3,012

3,563

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(61)

(60)

(94)

Acquisition and integration charges related to the Schwab

transaction

4,5

(35)

(32)

Share of restructuring and other charges from investment

in Schwab

5

(49)

Restructuring charges

4

(291)

Acquisition and integration-related charges

4

(52)

(82)

(117)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(54)

(59)

(57)

Gain on sale of Schwab shares

3

1,022

U.S. balance sheet restructuring

3

(927)

(311)

Indirect tax matters

2,4

(226)

FDIC special assessment

4

72

(411)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

4

(52)

Less: Impact of income taxes

Amortization of acquired intangibles

(9)

(8)

(15)

Acquisition and integration charges related to the Schwab

transaction

(9)

(6)

Restructuring charges

(78)

Acquisition and integration-related charges

(11)

(18)

(24)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(13)

(14)

(14)

U.S. balance sheet restructuring

(231)

(77)

Indirect tax matters

(53)

FDIC special assessment

18

(101)

Total adjustments for items

of note

(830)

430

(813)

Net income (loss) available to common shareholders

– reported

$

2,707

$

3,442

$

2,750

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 – Q1 2025: ($54) million,

Q4 2024: ($59) million,

Q1 2024: ($57) million, reported in the Corporate segment.

2

Adjusted net interest income excludes the following item of note:

i.

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

3

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

i.

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

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

ii.

U.S. balance sheet restructuring – Q1 2025: $927 million, Q4 2024: $311 million, reported in the U.S. Retail segment.

4

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

i.

Amortization of acquired intangibles – Q1 2025: $35 million, Q4 2024: $33 million, Q1 2024: $63 million, reported

in the Corporate segment;

ii.

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

million, Q1 2024: $23 million, reported in the Corporate segment;

iii.

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

iv.

Acquisition and integration-related charges – Q1 2025: $52 million, Q4 2024: $82 million, Q1 2024:

$117 million, reported in the Wholesale Banking segment;

v.

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

vi.

FDIC special assessment – Q4 2024: ($72) million, Q1 2024: $411 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 – Q4 2024:

$52 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 – Q1 2025: $26 million, Q4 2024: $27 million,

Q1 2024: $31 million;

ii.

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

million, Q1 2024: $9 million;

iii.

The Bank’s share of restructuring charges incurred by Schwab – Q1 2024: $27 million; and

iv.

The Bank’s share of the FDIC special assessment charge incurred by Schwab – Q1 2024: $22 million.

6

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

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

to the Share

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

5 for amounts.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 11

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Basic earnings (loss) per share – reported

$

1.55

$

1.97

$

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Basic earnings per share – adjusted

$

2.02

$

1.72

$

2.01

Diluted earnings (loss) per share – reported

$

1.55

$

1.97

$

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Diluted earnings per share – adjusted

$

2.02

$

1.72

$

2.00

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

January 31

October 31

January 31

2025

2024

2024

Schwab

1

$

26

$

27

$

31

Wholesale Banking related intangibles

21

19

42

Other

5

6

6

Included as items of note

52

52

79

Software and asset servicing rights

119

117

96

Amortization of intangibles, net of income

taxes

$

171

$

169

$

175

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% Common Equity Tier 1 (CET1) Capital

effective fiscal 2024.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Average common equity

$

106,133

$

102,051

$

100,269

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Items of note, net of income taxes

830

(430)

813

Net income available to common shareholders

– adjusted

$

3,537

$

3,012

$

3,563

Return on common equity – reported

10.1

%

13.4

%

10.9

%

Return on common equity – adjusted

13.2

11.7

14.1

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

January 31

October 31

January 31

2025

2024

2024

Average common equity

$

106,133

$

102,051

$

100,269

Average goodwill

19,205

18,568

18,208

Average imputed goodwill and intangibles on investments

in Schwab

5,116

5,328

6,056

Average other acquired intangibles

1

482

508

615

Average related deferred tax liabilities

(237)

(230)

(231)

Average tangible common equity

81,567

77,877

75,621

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Amortization of acquired intangibles, net of income

taxes

52

52

79

Net income (loss) attributable to common

shareholders adjusted for

amortization of acquired intangibles,

net of income taxes

2,759

3,494

2,829

Other items of note, net of income taxes

778

(482)

734

Net income available to common shareholders

– adjusted

$

3,537

$

3,012

$

3,563

Return on tangible common equity

13.4

%

17.8

%

14.9

%

Return on tangible common equity – adjusted

17.2

15.4

18.7

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 12

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

January 31, 2025 vs.

January 31, 2024

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

$

133

Total revenue – adjusted

1

178

Non-interest expenses – reported

114

Non-interest expenses – adjusted

1

114

Net income (loss) – reported, after tax

7

Net income – adjusted, after tax

1

40

Share of net income from investment in

Schwab

2

6

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

reported, after tax

13

U.S. Retail segment net income – adjusted,

after tax

1

46

Earnings (loss) per share

(Canadian dollars)

Basic – reported

$

0.01

Basic – adjusted

1

0.03

Diluted – reported

0.01

Diluted – adjusted

1

0.03

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

January 31

January 31

2025

2024

U.S. dollar

$

0.704

$

0.739

1

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

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

document.

2

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

lag.

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the first 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 three months

ended January 31, 2025, increased 1%

from the same period last year.

Adjusted ROTCE for the three months ended

January 31, 2025, was 17.2%.

For the twelve months ended January 31, 2025,

the total shareholder return was 6.9% compared

to the Canadian peer

3

average of 35.8%.

Net Income

Quarterly comparison – Q1 2025 vs. Q1 2024

Reported net income for the quarter was $2,793

million, a decrease of $31 million, or 1%,

compared with the first quarter last year, primarily reflecting

the impact of

balance sheet restructuring activities in the

current quarter in U.S. Retail, higher non-interest

expenses, including higher governance and

control investments,

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

and higher PCL, partially offset by higher revenues,

and the impact of the FDIC special assessment

charge

i

n U.S.

Retail and restructuring charges in the

first quarter last year. On an adjusted basis, net income for

the quarter was $3,623 million, relatively flat

compared with the

first quarter last year.

By segment, the decrease in reported net income

reflects a decrease in U.S. Retail of $528

million, partially offset by increases in the Corporate

segment of

$232 million, in Wealth Management and Insurance

of $125 million, in Wholesale Banking

of $94 million, and in Canadian Personal

and Commercial Banking of

$46 million.

Quarterly comparison – Q1 2025 vs. Q4 2024

Reported net income for the quarter decreased

$842 million, or 23%, compared with

the prior quarter, primarily reflecting the prior quarter gain on

sale of Schwab

shares in the Corporate segment, the impact

of balance sheet restructuring activities in

the current quarter in U.S. Retail, and higher

non-interest expenses,

partially offset by lower insurance service expenses,

and the prior quarter provision for indirect

tax matters in the Corporate segment.

Adjusted net income for the

quarter increased $418 million, or 13%.

By segment, the decrease in reported net income

reflects decreases in the Corporate segment

of $885 million and in U.S. Retail of $360

million, partially offset

by increases in Wealth Management and Insurance

of $331 million, in Wholesale Banking

of $64 million, and in Canadian Personal

and Commercial Banking of

$8 million.

Net Interest Income

Quarterly comparison – Q1 2025 vs. Q1 2024

Reported net interest income for the quarter

was $7,866 million, an increase of $378

million, or 5%, compared with the first quarter

last year, primarily reflecting

volume growth in Canadian Personal and Commercial

Banking, the impact of foreign exchange

translation, higher deposit margins and

the impact of balance

sheet restructuring activities in U.S. Retail,

and higher revenue from treasury and balance

sheet activities, partially offset by lower net interest

income in Wholesale

Banking. On an adjusted basis, net interest

income was $7,920 million, an increase of

$375 million, or 5%.

3

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

The Bank of Nova Scotia.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 13

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of $302

million, in U.S. Retail of

$165 million, in the Corporate segment

of $132 million, and in Wealth Management

and Insurance of $84 million, partially offset

by a decrease in Wholesale

Banking of $305 million.

Quarterly comparison – Q1 2025 vs. Q4 2024

Reported net interest income for the quarter

decreased $74 million, or 1%, compared

with the prior quarter, primarily reflecting

lower net interest income in

Wholesale Banking, partially offset by the impact

of foreign exchange translation, volume growth

and higher margins in Canadian Personal

and Commercial

Banking, and the impact of balance sheet restructuring

activities in U.S. Retail. On an adjusted

basis, net interest income decreased $114

million, or 1%.

By segment, the decrease in reported net interest

income reflects decreases in Wholesale

Banking of $328 million and in the Corporate

segment of $11 million,

partially offset by increases in U.S. Retail of

$140 million, in Canadian Personal and

Commercial Banking of $77 million, and

in Wealth Management and

Insurance of $48 million.

Non-Interest Income

Quarterly comparison – Q1 2025 vs. Q1 2024

Reported non-interest income for the quarter

was $6,183 million, a decrease of $43

million, or 1%, compared with the first quarter

last year, primarily reflecting the

impact of balance sheet restructuring activities

in U.S. Retail, partially offset by higher trading-related

revenue and underwriting fees in Wholesale

Banking, and

higher insurance premiums, fee-based revenue,

and transaction revenue in Wealth Management

and Insurance. On an adjusted basis,

non-interest income was

$7,110 million, an increase of $884 million,

or 14%.

By segment, the decrease in reported non-interest

income reflects decreases in U.S. Retail of

$886 million, in Canadian Personal and

Commercial Banking of

$37 million, and in the Corporate segment of $24

million, partially offset by increases in Wholesale

Banking of $525 million and in Wealth Management

and

Insurance of $379 million.

Quarterly comparison – Q1 2025 vs. Q4 2024

Non-interest income for the quarter decreased

$1,391 million, or 18%, compared with the prior

quarter, primarily reflecting the impact of

the prior quarter gain on

sale of Schwab shares in the Corporate segment,

reinsurance recoveries for catastrophe

claims in the prior quarter in Wealth Management

and Insurance, and the

impact of balance sheet restructuring activities

in the current quarter in U.S. Retail, partially

offset by higher trading-related revenue in

Wholesale Banking, and

higher fee-based revenue, transaction revenue

and insurance premiums in Wealth Management

and Insurance. On an adjusted basis,

non-interest income

increased $247 million, or 4%.

By segment, the decrease in non-interest income

reflects decreases in the Corporate segment

of $1,000 million, in U.S. Retail of $569

million, and in Wealth

Management and Insurance of $387 million, partially

offset by increases in Wholesale Banking

of $557 million and in Canadian Personal and

Commercial Banking

of $8 million.

Provision for Credit Losses

Quarterly comparison – Q1 2025 vs. Q1 2024

PCL for the quarter was $1,212 million, an increase

of $211 million compared with the first quarter last year. PCL – impaired

was $1,216 million, an increase of

$282 million, or 30%, reflecting credit migration

in the Business and Government and

Canadian consumer lending portfolios and

the adoption impact of a model

update in the U.S. Cards portfolio.

PCL – performing was a recovery of $4

million, compared with a build of $67 million

in the prior year. The performing recovery

this quarter reflects

the adoption impact of a model update in

the U.S. Cards portfolio, and an update to

the economic forecast, largely offset by a build in

the

Business and Government lending portfolios

related to policy and trade uncertainty that

could impact the economic trajectory and credit

performance. Total PCL

for the quarter as an annualized percentage

of credit volume was 0.50%.

By segment, PCL was higher by $98

million in Canadian Personal and Commercial

Banking, by $66 million in U.S. Retail, by

$62 million in Wholesale Banking,

and lower by $15 million in the Corporate

segment.

Quarterly comparison – Q1 2025 vs. Q4 2024

PCL for the quarter was $1,212 million, an increase

of $103 million compared with the prior

quarter. PCL – impaired was $1,216 million, an increase

of $63 million,

or 5%, largely recorded in the U.S. Cards portfolio

reflecting the adoption impact of a

model update and seasonal trends, partially offset by

lower provisions in the

Wholesale and Canadian commercial lending

portfolios.

PCL – performing was a recovery of $4

million, compared with a recovery of $44

million in the prior

quarter. The performing recovery this quarter reflects

the adoption impact of a model update in

the U.S. Cards portfolio, and an update

to the economic forecast,

largely offset by a build in the Business and Government

lending portfolios related to policy and

trade uncertainty that could impact the economic

trajectory and

credit performance.

Total PCL for the quarter as an annualized percentage of credit volume was 0.50%.

By segment, PCL was higher by $91

million in Canadian Personal and Commercial

Banking, by $62 million in U.S. Retail, by

$12 million in the Corporate

segment, and lower by $62 million in

Wholesale Banking.

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 high

end of the Bank’s previously disclosed

estimated PCL range of 45 to 55

basis points

for fiscal 2025

4

.

4

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 That May Affect Future Results” section of this document.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 14

TABLE 9: PROVISION FOR CREDIT LOSSES

1

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

$

459

$

456

$

364

U.S. Retail

529

418

377

Wealth Management and Insurance

Wholesale Banking

33

134

5

Corporate

2

195

145

188

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

1,216

1,153

934

Provision for (recovery of) credit losses

– Stage 1 and Stage 2 (performing)

Canadian Personal and Commercial

Banking

62

(26)

59

U.S. Retail

(78)

(29)

8

Wealth Management and Insurance

Wholesale Banking

39

5

Corporate

2

(27)

11

(5)

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

Stage 2

(4)

(44)

67

Total provision for (recovery of) credit losses

$

1,212

$

1,109

$

1,001

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 – Q1 2025 vs. Q1 2024

Insurance service expenses for the quarter

were $1,507 million, an increase of $141

million, or 10%, compared with the first quarter

last year, primarily reflecting

increased claims severity.

Quarterly comparison – Q1 2025 vs. Q4 2024

Insurance service expenses for the quarter

decreased $857 million, or 36%, compared

with the prior quarter, primarily the result of estimated losses

from

catastrophe claims of $1,020 million in

the prior quarter

,

partially offset by increased claims severity.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q1 2025 vs. Q1 2024

Reported non-interest expenses were $8,070

million, relatively flat compared with

the first quarter last year, primarily reflecting higher governance

and control

investments in the U.S. Retail and Corporate

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

remediation, higher employee-related

expenses, including higher

variable compensation commensurate

with higher revenues and the impact of the

compensation initiative whereby the Bank’s eligible

non-executive employees

received share compensation (the “TD Share

Compensation Initiative”), the impact of

foreign exchange translation, and higher

technology investment supporting

business growth, offset by the impact of the FDIC

special assessment charge in U.S. Retail

and restructuring charges in the first quarter

last year. On an adjusted

basis, non-interest expenses were $7,983

million, an increase of $858 million, or 12%.

As previously noted in the Bank’s 2024 MD&A,

as a result of the Bank’s

investments in governance and control and investments

supporting business growth, including employee-related

expenses, net of expected productivity

and

restructuring run-rate savings, the Bank expects

that adjusted expense growth for the 2025 fiscal

year will be in the range of 5-7%

5

. However, given the ramp up in

our governance and control investments over

the course of fiscal 2024, we expect elevated

expense growth in the second quarter

of fiscal year 2025 on a year-

over-year basis

5

.

By segment, reported non-interest expenses

reflect increases in Wealth Management and

Insurance of $126 million, in Canadian Personal

and Commercial

Banking of $102 million, and in Wholesale

Banking of $35 million, partially offset by decreases

in the Corporate segment of $144

million and in U.S. Retail of

$79 million.

The Bank’s reported efficiency ratio was 57.4%, compared

to 58.6% in the first quarter last year. The Bank’s adjusted efficiency ratio,

net of ISE was 59.0%,

compared with 57.4% in the first quarter last

year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Reported non-interest expenses were relatively

flat, compared with the prior quarter, primarily reflecting higher

employee-related expenses, including higher

variable compensation commensurate

with higher revenues and the impact of the

TD Share Compensation Initiative, offset by the prior

quarter provision for

indirect tax matters in the Corporate Segment,

and lower spend on legal and regulatory

fees, marketing, occupancy, and technology. Adjusted non-interest

expenses increased $252 million, or 3%.

By segment, reported non-interest expenses

reflect increases in Wholesale Banking

of $199 million, in Wealth Management and

Insurance of $66 million, and

in U.S. Retail of $56 million, partially offset by

decreases in the Corporate segment of $285

million and in Canadian Personal and Commercial

Banking of

$16 million.

The Bank’s reported efficiency ratio was 57.4%, compared

with 51.9% in the prior quarter. The Bank’s adjusted efficiency ratio, net

of ISE was 59.0%,

compared with 61.7% in the prior quarter.

5

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 first

quarter of 2025, variable compensation commensurate with higher revenue and foreign exchange translation, in

the aggregate, accounted for approximately one-third of the year-over-

year 12% increase in adjusted non-interest expenses, while the SCP Impact was not a significant driver of the increase.

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 15

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 21.4% for the current quarter, compared with 19.1%

in the first quarter last year and 13.4%

in the

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

the impact of lower tax-exempt dividend income,

taxes associated with Pillar Two legislation and

earnings mix. The quarter-over-quarter increase

primarily reflects the non-taxable gain from

the sale of Schwab shares in the prior quarter.

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 22.2% for the current quarter, compared with 20.4% in

the first

quarter last year and 18.8% in the prior quarter. The year-over-year

increase primarily reflects the impact of lower

tax-exempt dividend income, taxes associated

with Pillar Two legislation and earnings mix. The quarter-over-quarter

increase primarily reflects taxes associated

with Pillar Two Legislation, the impact of higher

adjusted pre-tax income and earnings mix.

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

Income Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Income taxes at Canadian statutory income

tax rate

$

906

27.8

%

$

1,110

27.8

%

$

920

27.7

%

Increase (decrease) resulting from:

Dividends received

(3)

(0.1)

(3)

(0.1)

(19)

(0.6)

Rate differentials on international operations

1

(199)

(6.1)

(573)

(14.3)

(271)

(8.2)

Other

(6)

(0.2)

4

0.2

Provision for income taxes and effective

income tax rate – reported

$

698

21.4

%

$

534

13.4

%

$

634

19.1

%

Total adjustments for items of note

264

161

238

Provision for income taxes and effective

income tax rate – adjusted

$

962

22.2

%

$

695

18.8

%

$

872

20.4

%

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

months ended January 31, 2025, the Bank’s

effective tax rate increased by approximately 0.5%

due to Pillar Two taxes.

ECONOMIC SUMMARY AND OUTLOOK

The evolution of geopolitical and trade-related

risks maintains a high degree of uncertainty

on both the economic outlook and the inflation

trajectory. However,

absent a significant materialization of negative

risks, the global economy remains on

track for a solid growth performance

in calendar 2025. A moderate slowdown

in the U.S. expansion over the past year and

still-soft conditions in Canada, the E.U. and

the U.K., has helped to cool inflation and

enabled central banks to lower

interest rates. TD Economics expects future

interest rate reductions to be gradual,

as central banks assess how growth and inflation

respond.

The U.S. economy grew at a healthy 2.8%

average annual pace in calendar 2024

supported by resilient consumer spending and

strength in business

investment. Lower mortgage rates in the

spring and summer of 2024 delivered a late-year

boost to residential investment, although

a more recent backup in bond

yields is likely to slow the sector’s

momentum in the near term. With U.S.

domestic demand outpacing that of many

of its advanced economy peers, import

growth

continued to run ahead of exports, leading

to little growth support from international

trade.

Based on January 2025 data, the U.S. job

market has stabilized recently, with the unemployment rate at 4.0%,

up modestly from a year ago. This can be

characterized as a normalization following

tight conditions that persisted for longer than

expected after the pandemic. The U.S. economy

carries the markings of a

“soft landing” that has been allowing inflation

pressures to gradually drift lower. Accordingly, the U.S. central bank trimmed

its policy rate by a full percentage point

from September to December 2024, before

pausing in January 2025.

At its January 2025 meeting, the Federal Reserve

indicated that further interest rate reductions

would require additional progress towards

achieving its inflation

mandate. TD Economics expects this condition

to be met by the summer of 2025,

opening the door for the federal funds rate

to be lowered to 3.75-4.00% by the

end of calendar 2025 – a level still on the restrictive

side. The potential for higher federal government

deficits and increased import tariffs represent

upside risks to

both inflation and interest rates, while a strong

U.S. dollar poses a downside risk.

After Canada’s economy slowed notably in calendar

2023, strong population gains and lower

interest rates lifted economic growth

in calendar 2024 to an

estimated 1.9% in real terms on a fourth quarter-over-fourth

quarter basis. Population increases have

also contributed to labour force growth outpacing

job

creation, taking the unemployment rate higher

and cooling labour market conditions. The

unemployment rate was 6.6% in January 2025,

above its pre-pandemic

level, but still below its long-run average. Looking

ahead, TD Economics expects population

growth to slow sharply over the next few

years as the federal

government’s immigration policy changes restrict

immigration. The negative impact of

weaker population inflows on consumer spending

and housing activity is

likely to be more than offset by the boost to activity

from lower interest rates.

The risk of U.S. import tariffs on Canadian goods

has emerged as a major downside

risk to the Canadian economic outlook. Even

if tariffs are not as severe as

proposed, the uncertainty is likely to dampen

business investment in Canada.

No other major central bank has reduced interest

rates as aggressively as the Bank

of Canada in recent years. The Canadian

central bank lowered its overnight

rate further to 3.00% in January 2025,

two percentage points below its peak in

calendar 2024. TD Economics expects the

Bank of Canada to continue trimming

interest rates, reaching 2.25% by the

middle of calendar 2025. Historically-wide interest

rate differentials between Canada and the

U.S. – alongside concerns

around U.S. import tariffs – have weakened the

Canadian dollar. TD Economics expects the Canadian dollar

will trade in the 68 to 70 U.S. cent range over

the

next few quarters assuming major U.S. tariffs are

avoided.

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

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 16

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 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 $15

million, compared with

$19 million in the prior quarter and $29 million

in the first quarter last year.

Share of net income from investment in

Schwab is reported in the U.S. Retail

segment. Amounts for amortization of acquired

intangibles,

the acquisition and

integration charges related to the Schwab

transaction,

and the Bank’s share of restructuring and

other charges incurred by Schwab are recorded

in the Corporate

segment.

TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

4,135

$

4,058

$

3,833

Non-interest income

1,014

1,006

1,051

Total revenue

5,149

5,064

4,884

Provision for (recovery of) credit losses –

impaired

459

456

364

Provision for (recovery of) credit losses –

performing

62

(26)

59

Total provision for (recovery of) credit losses

521

430

423

Non-interest expenses

2,086

2,102

1,984

Provision for (recovery of) income taxes

711

709

692

Net income

$

1,831

$

1,823

$

1,785

Selected volumes and ratios

Return on common equity

1

31.4

%

32.0

%

34.6

%

Net interest margin (including on securitized

assets)

2

2.81

2.80

2.84

Efficiency ratio

40.5

41.5

40.6

Number of Canadian retail branches

1,063

1,060

1,062

Average number of full-time equivalent staff

27,422

27,930

29,271

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 – Q1 2025 vs. Q1 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,831 million, an increase of $46

million, or 3%, compared with the first quarter

last

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

expenses and PCL. The annualized

ROE for the quarter was 31.4%, compared

with 34.6% in

the first quarter last year.

Revenue for the quarter was $5,149 million, an

increase of $265 million, or 5%,

compared with the first quarter last year. Net interest income

was

$4,135 million, an increase of $302 million, or

8%, primarily reflecting volume growth.

Average loan volumes increased $24 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 7% growth

in business deposits. Net interest margin

was 2.81%, a decrease of 3 basis points

(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 $1,014 million, a decrease

of

$37 million, or 4%, compared with the

first 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 $521 million, an increase

of $98 million compared with the first quarter

last year. PCL – impaired was $459 million, an increase of

$95 million, or 26%, reflecting credit

migration in the consumer and commercial

lending portfolios. PCL – performing was

$62 million, an increase of $3 million

compared to the prior year. The performing provisions this quarter

were largely recorded in the commercial lending

portfolio reflecting policy and trade uncertainty

that could impact the economic trajectory and

credit performance, partially offset by an update

to the economic forecast. Total PCL as an annualized percentage of

credit volume was 0.35%, an increase of

5 bps compared with the first quarter last

year.

Non-interest expenses for the quarter were $2,086

million, an increase of $102 million, or

5%, compared with the first quarter

last year, reflecting higher

technology spend, the impact of TD Share

Compensation Initiative,

and various other operating expenses.

The efficiency ratio for the quarter was 40.5%,

compared with 40.6% in the first quarter

last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,831 million, an increase of $8 million, relatively

flat compared with the prior

quarter, primarily reflecting higher revenue and lower non-interest

expenses, partially offset by higher PCL. The annualized

ROE for the quarter was 31.4%,

compared with 32.0% in the prior quarter.

Revenue increased $85 million, or 2%, compared

with the prior quarter. Net interest income increased $77

million, or 2%, reflecting volume growth and higher

margins. Average loan volumes increased $6 billion,

or 1%, reflecting 1% growth in personal

loans and 2% growth in business loans.

Average deposit volumes

increased $8 billion, or 2%, reflecting 1%

growth in personal deposits and 3% growth

in business deposits. Net interest margin

was 2.81%, an increase of 1 basis

point, primarily driven by changes to balance

sheet mix. As we look forward to Q2, while

many factors can impact margins, including

the impact of any further Bank

of Canada rate cuts, competitive market dynamics,

and deposit reinvestment rates and

maturity profiles, we expect NIM to be relatively

stable

6

. Non-interest

income increased $8 million, or 1% compared

with the prior quarter.

6

The Bank’s Q2 2025 net interest margin expectations for the segment are based on the Bank’s

assumptions regarding factors such as Bank of Canada rate cuts, 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 first quarter 2025 MD&A.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 17

PCL for the quarter was $521 million, an increase

of $91 million compared with the prior

quarter. PCL – impaired was $459 million, an increase of

$3 million, or

1%, reflecting credit migration in the consumer

lending portfolios largely offset by lower

provisions in the commercial lending portfolio.

PCL – performing was a

build of $62 million, compared with a recovery

of $26 million in the prior quarter. The performing provisions

this quarter were largely recorded in the commercial

lending portfolio reflecting policy and trade

uncertainty that could impact the economic

trajectory and credit performance, partially offset by

an update to the

economic forecast. Total PCL as an annualized percentage of credit volume

was 0.35%, an increase of 5 bps compared

with the prior quarter.

Non-interest expenses decreased $16 million,

or 1% compared with the prior quarter.

The efficiency ratio was 40.5%, compared with 41.5%

in the prior quarter.

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

we 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 first quarter, the Bank sold approximately US$13.1

billion of

bonds. In the aggregate, since the announcement

of the U.S. balance sheet restructuring

activities on October 10, 2024, through

January 31, 2025, the Bank has

sold approximately US$15.9 billion of bonds

from its U.S. investment portfolio for an

aggregate loss of US$875 million pre-tax

and US$657 million after-tax.

Between February 1, 2025, through February

26, 2025, the Bank sold an additional

US$3.1 billion of bonds, resulting in a loss of

US$197 million pre-tax and

US$148 million after-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 used proceeds from investment maturities,

plus cash on hand, to pay down US$25

billion of short-term borrowings.

In addition, loans were

reduced by US$2 billion, reflecting loan run-off and

some loan sales in certain non-scalable and

non-core U.S. loan portfolios. Accordingly, as of January 31, 2025,

the combined total assets of the U.S. Bank

were US$402 billion. In the aggregate, total

losses associated with the Bank’s U.S. balance

sheet restructuring

activities from October 10, 2024 through

January 31, 2025 are US$878 million pre-tax

and US$659 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

.

Subsequent to quarter end, the Bank reached

an agreement to sell approximately US$9

billion of certain U.S. residential mortgage loans

(correspondent lending

loans), which is expected to result in

a recognition of a pre-tax loss of approximately

US$600 million in the second quarter of

2025

8

.

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 18

TABLE 12: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2025

2024

2024

Net interest income

$

3,064

$

2,924

$

2,899

Non-interest income (loss) – reported

(282)

287

604

Non-interest income – adjusted

1,2

645

598

604

Total revenue – reported

2,782

3,211

3,503

Total revenue – adjusted

1,2

3,709

3,522

3,503

Provision for (recovery of) credit losses –

impaired

529

418

377

Provision for (recovery of) credit losses –

performing

(78)

(29)

8

Total provision for (recovery of) credit losses

451

389

385

Non-interest expenses – reported

2,380

2,324

2,459

Non-interest expenses – adjusted

1,3

2,380

2,344

2,048

Provision for (recovery of) income taxes – reported

(192)

(50)

(17)

Provision for (recovery of) income taxes – adjusted

1

39

9

84

U.S. Retail Bank net income – reported

143

548

676

U.S. Retail Bank net income – adjusted

1

839

780

986

Share of net income from investment in

Schwab

4,5

199

154

194

Net income – reported

$

342

$

702

$

870

Net income – adjusted

1

1,038

934

1,180

U.S. Dollars

Net interest income

$

2,160

$

2,141

$

2,141

Non-interest income (loss) – reported

(198)

212

446

Non-interest income – adjusted

1,2

454

438

446

Total revenue – reported

1,962

2,353

2,587

Total revenue – adjusted

1,2

2,614

2,579

2,587

Provision for (recovery of) credit losses –

impaired

371

306

279

Provision for (recovery of) credit losses –

performing

(53)

(21)

6

Total provision for (recovery of) credit losses

318

285

285

Non-interest expenses – reported

1,675

1,703

1,815

Non-interest expenses – adjusted

1,3

1,675

1,717

1,515

Provision for (recovery of) income taxes – reported

(136)

(37)

(12)

Provision for (recovery of) income taxes – adjusted

1

27

6

62

U.S. Retail Bank net income – reported

105

402

499

U.S. Retail Bank net income – adjusted

1

594

571

725

Share of net income from investment in

Schwab

4,5

142

114

144

Net income – reported

$

247

$

516

$

643

Net income – adjusted

1

736

685

869

Selected volumes and ratios

Return on common equity – reported

6

2.9

%

6.2

%

8.1

%

Return on common equity – adjusted

1,6

8.6

8.2

11.0

Net interest margin

1,7

2.86

2.77

3.03

Efficiency ratio – reported

85.4

72.4

70.2

Efficiency ratio – adjusted

1

64.1

66.6

58.6

Assets under administration (billions of U.S.

dollars)

8

$

43

$

43

$

40

Assets under management (billions of U.S.

dollars)

8

9

8

7

Number of U.S. retail stores

1,134

1,132

1,176

Average number of full-time equivalent staff

28,276

27,802

27,985

1

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

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

document.

2

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

i.

U.S. balance sheet restructuring – Q1 2025: $927 million or US$652 million ($696 million or US$489 million after

tax), Q4 2024:

$311 million or US$226 million ($234 million or

US$170 million after tax).

3

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

i.

FDIC special assessment – Q4 2024: ($72) million or US($52) million (($54) million or US($39) million after tax), Q1

2024: $411 million or US$300 million ($310 million

or

US$226 million after tax); and

ii.

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

Q4 2024: $52 million or US$38 million (before and after tax).

4

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

Note 7 of the Bank’s first quarter 2025 Interim Consolidated Financial Statements for

further details.

5

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

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

share of Schwab’s restructuring charges,

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

in the Corporate segment.

6

Capital allocated to the business segment was 11.5% CET1

Capital.

7

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

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

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

performance.

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

adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the

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

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

Management believes this calculation better reflects segment performance.

8

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

Quarterly comparison – Q1 2025 vs. Q1 2024

U.S. Retail reported net income for the quarter

was $342 million (US$247 million), a decrease

of $528 million (US$396 million), or 61%

(62% in U.S. dollars),

compared with the first quarter last year. On an adjusted

basis, net income for the quarter was

$1,038 million (US$736 million), a decrease

of $142 million

(US$133 million), or 12% (15% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 2.9% and 8.6%, respectively, compared

with 8.1%

and 11.0%, respectively, in the first 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 $199 million (US$142

million), an increase of $5 million (a decrease

of US$2 million), or 3% (a decrease of 1%

in U.S. dollars),

compared with the first quarter last year.

U.S. Retail Bank reported net income

was $143 million (US$105 million), a decrease

of $533 million (US$394 million), or 79%

(79% in U.S. dollars), compared

with the first 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 FDIC special assessment charge in

the first quarter last year. U.S. Retail

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 19

Bank adjusted net income was $839 million

(US$594 million), a decrease of $147

million (US$131 million), or 15% (18% in

U.S. dollars), compared with the first

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$1,962

million, a decrease of US$625 million, or 24%,

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

revenue for the quarter was US$2,614

million, an increase of US$27 million, or 1%.

Net interest income of US$2,160 million, increased

US$19 million, or 1%,

driven by higher deposit margins and

the impact of U.S. balance sheet restructuring activities.

Net interest margin of 2.86% decreased

17 bps due to maintaining

elevated liquidity levels (which negatively

impacted net interest margin by 19 bps),

partially offset by the impact of U.S. balance sheet

restructuring activities, and

higher deposit margins. Reported non-interest

income (loss) was US($198) million, a

decrease of US$644 million, compared

with the first quarter last year,

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$454 million increased US$8 million, or

2%, compared with the first quarter last

year, reflecting higher fee revenue.

Average loan volumes increased US$2 billion,

or 1%, compared with the first quarter last

year. Personal loans increased 3%, reflecting solid mortgage

and auto

originations, and business loans decreased

1%. 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$5 billion, or 3%

9,10

. Average deposit volumes decreased US$10 billion,

or 3%, reflecting a 11% decrease in sweep

deposits and a 4% decrease in business deposits,

partially offset by a 3% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits were

flat.

Assets under administration (AUA) were

US$43 billion as of January 31, 2025, an increase

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

quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$9 billion

as of January 31, 2025, an increase of

US$2 billion, or 29%, compared with the

first quarter last year.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

with the first quarter last year. PCL – impaired was US$371 million,

an

increase of US$92 million, or 33%, largely

reflecting credit migration in the commercial

lending portfolio, and the adoption impact

of a model update in the U.S.

Cards portfolio. PCL – performing was a recovery

of US$53 million, compared with a build

of US$6 million in the prior year. The performing recovery

this quarter

was largely recorded in the consumer lending

portfolios, reflecting the adoption impact

of a model update in the U.S. Cards portfolio,

partially offset by a build in

the commercial lending portfolio related

to policy and trade uncertainty that could

impact the economic trajectory and

credit performance. 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 0.67%, an increase

of 6 bps, compared with

the first 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$1,675 million, a decrease of

US$140 million, or 8%, compared to the

first

quarter last year, reflecting the impact of the FDIC special assessment

charge in the first quarter last year, partially offset by higher governance

and control

investments including costs of US$86

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

higher operating expenses. Our governance

and control investments in this

quarter were higher compared to the first

quarter last year as remediation efforts progressed

over this period and we expect this year-over-year

trend to continue

into the second quarter of 2025

11

. On an adjusted basis, non-interest expenses

increased US$160 million, or 11%, reflecting higher governance

and control

investments including costs for U.S.

BSA/AML remediation, and higher operating

expenses.

The reported and adjusted efficiency ratios for

the quarter were 85.4% and 64.1%, respectively, compared with 70.2%

and 58.6%, respectively, in the first

quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

U.S. Retail reported net income was $342

million (US$247 million), a decrease of $360

million (US$269 million), or 51% (52% in U.S. dollars),

compared with the

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

quarter was $1,038 million (US$736 million),

an increase of $104 million (US$51 million), or

11% (7% in

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

ROE for the quarter were 2.9% and 8.6%,

respectively, compared with 6.2% and 8.2%, respectively, in the

prior quarter.

The contribution from Schwab of $199

million (US$142 million) increased $45

million (US$28 million), or 29% (25%

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

quarter.

U.S. Retail Bank reported net income

was $143 million (US$105 million), a decrease

of $405 million (US$297 million), or 74%

(74% in U.S. dollars) compared

with the prior quarter, primarily reflecting the impact of

U.S. balance sheet restructuring activities, higher

PCL, and the expense recovery of the FDIC

special

assessment charge in the prior quarter, partially offset by the impact

of the charges for the global resolution of

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

program in the prior quarter. U.S. Retail Bank adjusted net

income was $839 million (US$594

million), an increase of $59 million (US$23 million),

or 8% (4% in

U.S. dollars), compared to the prior quarter, primarily reflecting

higher revenue, partially offset by higher non-interest

expenses (lower in U.S. dollars) and higher

PCL.

Reported revenue was US$1,962 million,

a decrease US$391 million, or 17%,

compared with the prior quarter. Net interest income of US$2,160

million

increased US$19 million, or 1%, reflecting the

impact of U.S. balance sheet restructuring activities,

partially offset by lower deposit margins. Net

interest margin of

2.86% increased 9 bps, compared with the

prior quarter, due to impact of U.S. balance sheet restructuring

activities and normalization of liquidity levels

(which

positively impacted net interest margin by

5 bps), partially offset by lower deposit margins.

Net Interest Margin in the second quarter

is expected to deliver

substantial expansion,

reflecting ongoing U.S. balance sheet

restructuring activities and further normalization

of our elevated liquidity levels

12

. Reported non-

interest income (loss) was US($198)

million, compared with reported non-interest income

of US$212 million in the prior quarter, reflecting the impact

of U.S.

balance sheet restructuring activities. On

an adjusted basis, non-interest income of

US$454 million increased US$16 million,

or 4%, compared with the prior

quarter, reflecting higher fee revenue.

Average loan volumes were relatively flat, compared

with the prior quarter, reflecting a 1% decrease in business

loans, 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 were

9

Loan portfolios identified for sale or run-off include correspondent lending, residential jumbo mortgage,

export and import lending, commercial auto dealer portfolio, and other non-core

portfolios. Q1 2025 average loan volumes: US$192 billion (Q4 2024: US$193 billion; Q1 2024: US$191 billion).

Q1 2025 average loan volumes of loan portfolios identified for sale or run-

off: US$22 billion (Q4 2024: US$23 billion; Q1 2024: US$25 billion). Q1 2025 average loan volumes

excluding loan portfolios identified for sale or run-off: US$170 billion (Q4 2024:

US$170 billion; Q1 2024: US$166 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.

11

Expense estimates are subject to inherent risks and uncertainties and may vary based on the Bank’s ability to successfully

execute against its projects or programs in accordance with its

plans, including its ability to successfully execute against the U.S. BSA/AML remediation program. As well, expense estimates may vary if the scope of work in the U.S.

BSA/AML

remediation plan changes as a result of additional findings that are identified as work progresses.

12

The Bank’s Q2 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 20

flat

9

,10

. Average deposit volumes increased US$3

billion, or 1%, compared with the prior

quarter, reflecting a 1% increase in personal deposits and

a 3% increase

in sweep deposits, partially offset by a 1% decrease

in business deposits.

AUA were US$43 billion as of January 31,

2025, flat compared with the prior quarter. AUM were US$9

billion, an increase of $1 billion, or 13%,

compared with

the prior quarter.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

with the prior quarter. PCL – impaired was US$371 million, an increase

of

US$65 million, or 21%, largely reflected

in the U.S. Cards portfolio, related

to the adoption impact of a model update, and

typical seasonal trends. PCL –

performing was a recovery of US$53

million, compared with a recovery of US$21

million in the prior quarter. The performing recovery this quarter

was largely

recorded in the consumer lending portfolios, reflecting

the adoption impact of a model update in

the U.S. Cards portfolio, partially offset by a build

in the

commercial lending portfolio related to policy

and trade uncertainty that could impact the

economic trajectory and credit performance.

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 0.67%, an increase

of 7 bps, compared with

the prior quarter.

Reported non-interest expenses for the quarter

were US$1,675 million, a decrease of US$28

million, or 2%, compared with the prior quarter, largely reflecting

lower legal and regulatory expenses, partially

offset by higher operating expenses. On an adjusted

basis, non-interest expenses decreased

US$42 million, or 2%.

The reported and adjusted efficiency ratios for

the quarter were 85.4% and 64.1%, respectively, compared with 72.4%

and 66.6%, respectively, in the prior

quarter.

THE CHARLES SCHWAB CORPORATION

Refer to Note 7, Investment in Associates

and Joint Ventures of the Bank’s first quarter 2025

Interim Consolidated Financial Statements

for further information on

Schwab.

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

369

$

321

$

285

Non-interest income

1

3,229

3,616

2,850

Total revenue

3,598

3,937

3,135

Provision for (recovery of) credit losses –

impaired

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

Insurance service expenses

2

1,507

2,364

1,366

Non-interest expenses

1,173

1,107

1,047

Provision for (recovery of) income taxes

238

117

167

Net income

$

680

$

349

$

555

Selected volumes and ratios

Return on common equity

42.7

%

22.5

%

37.5

%

Return on common equity – Wealth Management

3

61.9

56.6

44.5

Return on common equity – Insurance

21.9

(13.1)

29.3

Efficiency ratio

32.6

28.1

33.4

Efficiency ratio, net of ISE

4

56.1

70.4

59.2

Assets under administration (billions of Canadian

dollars)

5

$

687

$

651

$

576

Assets under management (billions of Canadian

dollars)

556

530

479

Average number of full-time equivalent staff

15,059

14,939

15,386

1

Includes recoveries from reinsurers for catastrophe claims – Q1 2025: nil, Q4 2024: $718 million, Q1 2024: nil.

2

Includes estimated losses related to catastrophe claims – Q1 2025: nil, Q4 2024: $1,020 million, Q1 2024: $10

million.

3

Capital allocated to the business was 11.5% CET1 Capital.

4

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

Total revenue, net of ISE

– Q1 2025: $2,091

million, Q4 2024: $1,573 million,

Q1 2024: $1,769 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.

5

Includes

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

Banking segment.

Quarterly comparison – Q1 2025 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $125 million, or 23%,

compared with the first quarter last year,

reflecting Wealth Management net income of

$512 million, an increase of $157 million, or

44%, compared with the first quarter last

year, and Insurance net income

of $168 million, a decrease of $32 million, or 16%,

compared with the first quarter last year. The annualized

ROE for the quarter was 42.7%, compared

with 37.5%

in the first quarter last year. Wealth Management annualized ROE

for the quarter was 61.9%, compared

with 44.5% in the first quarter last year, and Insurance

annualized ROE for the quarter was 21.9%

compared with 29.3% in the first quarter

last year.

Revenue for the quarter was $3,598

million, an increase of $463

million, or 15%, compared with the first quarter

last year. Non-interest income was

$3,229 million, an increase of $379 million, or

13%, reflecting higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

$369 million, an increase of $84 million, or 29%,

compared with the first quarter last year, reflecting higher

deposit margins and volume growth.

AUA were $687 billion as at January 31, 2025,

an increase of $111 billion, or 19%, and AUM were $556 billion as at January 31, 2025, an

increase of

$77 billion, or 16%, compared with the

first quarter last year, both reflecting market appreciation

and net asset growth.

Insurance service expenses for the quarter

were $1,507 million, an increase of $141

million, or 10%, compared with the first quarter

last year, primarily reflecting

increased claims severity.

Non-interest expenses for the quarter were $1,173

million, an increase of $126 million, or

12%, compared with the first quarter last year, reflecting

higher

variable compensation,

higher spend supporting business growth initiatives

from technology costs and employee-related

expenses including the impact of TD

Share Compensation Initiative.

The efficiency ratio for the quarter was 32.6%,

compared with 33.4% in the first quarter

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

56.1%,

compared with 59.2% in the first quarter last

year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $331 million, or 95%, compared

with the prior quarter, reflecting

Wealth Management net income of $512 million,

an increase of $64 million, or 14%, compared

with the prior quarter, and Insurance net income of $168

million, an

increase of $267 million, compared with a loss

of $99 million in the prior quarter. The annualized ROE

for the quarter was 42.7%, compared with

22.5% in the prior

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 21

quarter. Wealth Management annualized ROE for the quarter was

61.9%, compared with 56.6% in the prior

quarter, and Insurance annualized ROE for the quarter

was 21.9% compared with -13.1% in the

prior quarter.

Revenue decreased $339

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

a result of reinsurance recoveries for

catastrophe claims in the prior

quarter of $718 million. Non-interest income

decreased $387

million, or 11%, reflecting lower reinsurance recoveries for

catastrophe claims, partially offset by

lower costs of reinsurance reinstatement

premiums, higher fee-based revenue,

transaction

revenue and insurance premiums. Net

interest income increased

$48 million, or 15%, reflecting higher deposit

volumes and margins.

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

increased $26

billion, or 5%, compared with the prior

quarter, both reflecting market appreciation and net asset

growth.

Insurance service expenses for the quarter

decreased $857 million, or 36%, compared

with the prior quarter, primarily the result of estimated losses

from

catastrophe claims of $1,020 million in

the prior quarter, partially offset by increased claims severity.

Non-interest expenses increased $66 million,

or 6%, compared with the prior quarter, primarily reflecting

higher employee-related expenses including

the impact

of TD Share Compensation Initiative

and higher variable compensation.

The efficiency ratio for the quarter was 32.6%,

compared with 28.1% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 56.1%, compared

with 70.4% in the prior quarter.

TABLE 14: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income (loss) (TEB)

$

(107)

$

221

$

198

Non-interest income

2,107

1,550

1,582

Total revenue

2,000

1,771

1,780

Provision for (recovery of) credit losses –

impaired

33

134

5

Provision for (recovery of) credit losses –

performing

39

5

Total provision for (recovery of) credit losses

72

134

10

Non-interest expenses – reported

1,535

1,336

1,500

Non-interest expenses – adjusted

1,2

1,483

1,254

1,383

Provision for (recovery of) income taxes

(TEB) – reported

94

66

65

Provision for (recovery of) income taxes

(TEB) – adjusted

1

105

84

89

Net income – reported

$

299

$

235

$

205

Net income – adjusted

1

340

299

298

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

904

$

633

$

730

Average gross lending portfolio (billions of Canadian

dollars)

4

100.9

97.0

96.2

Return on common equity – reported

5

7.3

%

5.9

%

5.3

%

Return on common equity – adjusted

1,5

8.3

7.5

7.6

Efficiency ratio – reported

76.8

75.4

84.3

Efficiency ratio – adjusted

1

74.2

70.8

77.7

Average number of full-time equivalent staff

6,919

6,975

7,100

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

– Q1 2025: $52 million ($41 million after tax), Q4 2024: $82 million

($64 million after tax), Q1 2024: $117 million ($93 million after

tax).

3

Includes net interest income (loss) TEB of ($404) million, Q4 2024: ($149) million, Q1 2024: ($54) million, and trading

income (loss) of $1,308 million,

Q4 2024: $782 million, Q1 2024:

$784 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 – Q1 2025 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

of $94 million, or 46%, compared with the

first quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL and non-interest expenses. On an

adjusted basis, net income was $340

million, an increase of

$42 million, or 14%, compared with the

first quarter last year.

Revenue for the quarter was $2,000 million, an

increase of $220 million, or 12%,

compared with the first quarter last year. Higher revenue

primarily reflects

higher trading-related revenue and underwriting

fees.

PCL for the quarter was $72 million, an increase

of $62 million compared with the first quarter

last year. PCL – impaired was $33 million, an increase of

$28 million compared with the prior year, primarily reflecting

a few new impairments. PCL – performing

was $39

million, an increase of $34 million compared

to the

prior year. The performing build this quarter reflects policy and

trade uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

were $1,535 million, an increase of $35

million, or 2%, compared with the first quarter

last year, primarily

reflecting higher variable compensation

commensurate with higher revenues, higher

front office and technology costs.

The higher non-interest expenses are

partially offset by the impact of a provision related

to the U.S. record keeping and trading regulatory

matters recorded in the same quarter last year

and lower

acquisition and integration-related costs. On

an adjusted basis, non-interest expenses

were $1,483 million, an increase of $100 million,

or 7%.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

of $64 million, or 27%, compared with the prior

quarter, primarily reflecting

higher revenues and lower PCL, partially offset

by higher non-interest expenses. On an adjusted

basis, net income was $340 million, an increase

of $41 million, or

14%.

Revenue for the quarter increased $229 million,

or 13%, compared with the prior quarter. Higher revenue

primarily reflects higher trading-related

revenue.

PCL for the quarter was $72 million, a decrease

of $62 million compared with the prior quarter. PCL – impaired

was $33 million, a decrease of $101 million, due

to higher impairments in the prior period.

PCL – performing was $39 million,

an increase of $39 million. The performing

build this quarter reflects policy and trade

uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

increased $199 million, or 15%, compared

with the prior quarter, primarily reflecting higher variable

compensation commensurate with higher

revenues, partially offset by lower acquisition

and integration-related costs. On an adjusted

basis, non-interest expenses

increased $229 million, or 18%.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 22

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net income (loss) – reported

$

(359)

$

526

$

(591)

Adjustments for items of note

Amortization of acquired intangibles

61

60

94

Acquisition and integration charges related

to the Schwab transaction

35

32

Share of restructuring and other charges

from investment in Schwab

49

Restructuring charges

291

Impact from the terminated FHN acquisition-related

capital hedging strategy

54

59

57

Gain on sale of Schwab shares

(1,022)

Indirect tax matters

226

Less: impact of income taxes

22

84

113

Net income (loss) – adjusted

1

$

(266)

$

(200)

$

(181)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(370)

$

(389)

$

(217)

Other

104

189

36

Net income (loss) – adjusted

1

$

(266)

$

(200)

$

(181)

Selected volumes

Average number of full-time equivalent staff

22,748

22,826

23,437

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 – Q1 2025 vs. Q1 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

net loss of $591 million in the first quarter

last year. The lower

net loss primarily reflects the impacts of

prior year restructuring charges,

share of restructuring charges from investment

in Schwab and higher revenue from

treasury and balance sheet activities in the

current quarter. Net corporate expenses increased $153

million compared to the prior year, primarily reflecting higher

governance and control costs, pension and

benefit related costs. The adjusted net

loss for the quarter was $266 million,

compared with an adjusted net loss of

$181 million in the first quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

net income of $526 million in the prior quarter. The quarter-over-

quarter decrease primarily reflects the impacts

of prior quarter gain on sale of Schwab

shares, partially offset by the provision for indirect

tax matters. Net

corporate expenses decreased $19 million

compared to the prior quarter. The adjusted net loss

for the quarter was $266 million, compared with an

adjusted net

loss of $200 million in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 23

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

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Net interest income

$

7,866

$

7,940

$

7,579

$

7,465

$

7,488

$

7,494

$

7,289

$

7,428

Non-interest income

6,183

7,574

6,597

6,354

6,226

5,684

5,625

4,969

Total revenue

14,049

15,514

14,176

13,819

13,714

13,178

12,914

12,397

Provision for (recovery of) credit losses

1,212

1,109

1,072

1,071

1,001

878

766

599

Insurance service expenses

1,507

2,364

1,669

1,248

1,366

1,346

1,386

1,118

Non-interest expenses

8,070

8,050

11,012

8,401

8,030

7,628

7,359

6,756

Provision for (recovery of) income taxes

698

534

794

729

634

616

704

859

Share of net income from investment in Schwab

231

178

190

194

141

156

182

241

Net income (loss) – reported

2,793

3,635

(181)

2,564

2,824

2,866

2,881

3,306

Pre-tax adjustments for items of note

1

Amortization of acquired intangibles

61

60

64

72

94

92

88

79

Acquisition and integration charges related to the

Schwab transaction

35

21

21

32

31

54

30

Share of restructuring and other charges from

investment in Schwab

49

35

Restructuring charges

110

165

291

363

Acquisition and integration-related charges

52

82

78

102

117

197

143

73

Charges related to the terminated FHN acquisition

2

84

154

Payment related to the termination of the

FHN transaction

2

306

Impact from the terminated FHN acquisition-related

capital hedging strategy

54

59

62

64

57

64

177

134

Impact of retroactive tax legislation on payment card

clearing services

3

57

Gain on sale of Schwab shares

(1,022)

U.S. balance sheet restructuring

927

311

Indirect tax matters

226

Civil matter provision/Litigation settlement

2,3

274

39

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

1,094

(269)

3,901

1,416

1,051

782

909

509

Less: Impact of income taxes

264

161

74

191

238

163

141

108

Net income – adjusted

1

3,623

3,205

3,646

3,789

3,637

3,485

3,649

3,707

Preferred dividends and distributions on other

equity instruments

86

193

69

190

74

196

74

210

Net income available to common

shareholders – adjusted

1

$

3,537

$

3,012

$

3,577

$

3,599

$

3,563

$

3,289

$

3,575

$

3,497

(Canadian dollars, except as noted)

Basic earnings (loss) per share

Reported

$

1.55

$

1.97

$

(0.14)

$

1.35

$

1.55

$

1.48

$

1.53

$

1.69

Adjusted

1

2.02

1.72

2.05

2.04

2.01

1.82

1.95

1.91

Diluted earnings (loss) per share

Reported

1.55

1.97

(0.14)

1.35

1.55

1.48

1.53

1.69

Adjusted

1

2.02

1.72

2.05

2.04

2.00

1.82

1.95

1.91

Return on common equity – reported

10.1

%

13.4

%

(1.0)

%

9.5

%

10.9

%

10.5

%

10.8

%

12.4

%

Return on common equity – adjusted

1

13.2

11.7

14.1

14.5

14.1

12.9

13.8

14.0

(billions of Canadian dollars, except as noted)

Average total assets

$

2,063

$

2,035

$

1,968

$

1,938

$

1,934

$

1,910

$

1,898

$

1,944

Average interest-earning assets

4

1,883

1,835

1,778

1,754

1,729

1,715

1,716

1,728

Net interest margin – reported

1.66

%

1.72

%

1.70

%

1.73

%

1.72

%

1.73

%

1.69

%

1.76

%

Net interest margin – adjusted

1

1.67

1.74

1.71

1.75

1.74

1.75

1.70

1.81

1

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

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

“How We Performed” section of this document.

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.

Civil matter provision/Litigation settlement in respect of a civil matter, reported

in the Corporate segment.

3

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

i.

Impact of retroactive tax legislation on payment card clearing services, reported in the Corporate segment; and

ii.

Stanford litigation settlement reflects the foreign exchange loss, reported in the Corporate segment.

4

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 24

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

January 31, 2025

October 31, 2024

Assets

Cash and Interest-bearing deposits

with banks

$

142,992

$

176,367

Trading loans, securities, and other

198,855

175,770

Non-trading financial assets at fair value through

profit or loss

6,810

5,869

Derivatives

83,885

78,061

Financial assets designated at fair value through

profit or loss

6,299

6,417

Financial assets at fair value through other

comprehensive income

108,691

93,897

Debt securities at amortized cost, net of allowance

for credit losses

255,743

271,615

Securities purchased under reverse repurchase

agreements

222,119

208,217

Loans, net of allowance for loan losses

965,312

949,549

Investment in Schwab

9,242

9,024

Other

93,606

86,965

Total assets

$

2,093,554

$

2,061,751

Liabilities

Trading deposits

$

27,198

$

30,412

Derivatives

75,017

68,368

Financial liabilities designated at fair value

through profit or loss

210,700

207,914

Deposits

1,290,486

1,268,680

Obligations related to securities sold

under repurchase agreements

193,856

201,900

Subordinated notes and debentures

13,671

11,473

Other

163,622

157,844

Total liabilities

1,974,550

1,946,591

Total equity

119,004

115,160

Total liabilities and equity

$

2,093,554

$

2,061,751

Total assets

were $2,094 billion as at January 31, 2025,

an increase of $32 billion from October

31, 2024. The impact of foreign exchange

translation from the

depreciation in the Canadian dollar increased

total assets by $43 billion.

The increase in total assets reflects an increase

in trading loans, securities, and other of

$23 billion, loans, net of allowances for loan losses

of $16 billion, financial

assets at fair value through other comprehensive

income of $15 billion, securities purchased

under reverse repurchase agreements of

$14 billion, other assets of

$6 billion, derivative assets of $6 billion, and

non-trading financial assets at fair

value through profit or loss of $1 billion.

The increase was partially offset by a

decrease in cash and interest-bearing deposits

with banks of $33 billion and debt securities at

amortized cost of $16 billion.

Cash and interest-bearing deposits with

banks

decreased $33 billion primarily reflecting

cash management activities, partially offset by

the impact of foreign

exchange translation.

Trading loans, securities, and other

increased $23 billion primarily in commodities

held for trading, equity securities, government

securities held for trading, and

the impact of foreign exchange translation.

Non-trading financial assets at fair

value through profit or loss

increased $1 billion reflecting new investments.

Derivative

assets

increased $6 billion primarily reflecting changes

in mark-to-market values of foreign exchange

and interest rate contracts.

Financial assets at fair value through other

comprehensive income

increased $15 billion reflecting new investments

primarily in government securities and

the impact of foreign exchange translation,

partially offset by maturities.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $16 billion primarily reflecting

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

balance sheet restructuring activities, partially

offset by new investments and the impact of

foreign exchange translation.

Securities purchased under reverse repurchase

agreements

increased $14 billion

primarily

reflecting an increase in volume and the

impact of foreign

exchange translation.

Loans, net of allowance for loan losses

increased $16 billion primarily reflecting the

impact of foreign exchange translation and

volume growth in residential real

estate secured lending.

Investment in Schwab

remains relatively flat as the impact of

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

and net income is offset by the impact

of foreign exchange translation.

Other

assets increased $6 billion primarily reflecting

increase in amounts receivable from brokers,

dealers and clients due to higher volumes

of pending trades,

and the impact of foreign exchange translation.

Total liabilities

were $1,975 billion as at January 31, 2025,

an increase of $28 billion from October

31, 2024. The impact of foreign exchange

translation from the

depreciation in the Canadian dollar increased

total liabilities by $43 billion.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 25

The increase in total liabilities reflects an

increase in deposits of $22 billion, derivative

liabilities of $7 billion, other liabilities of $5

billion, financial liabilities

designated at fair value through profit or loss

of $3 billion, and subordinated notes and debentures

of $2 billion. The increase was partially

offset by a decrease in

obligations related to securities sold under repurchase

agreements of $8 billion and trading deposits

of $3 billion.

Trading deposits

decreased $3 billion primarily reflecting

maturities, partially offset by the impact of foreign

exchange translation.

Derivative

liabilities

increased $7 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and interest rate contracts.

Financial liabilities designated at fair value

through profit or loss

increased $3 billion reflecting the impact

of foreign exchange translation and new

issuances,

partially offset by maturities.

Deposits

increased $22 billion primarily reflecting

the impact of foreign exchange translation

and a volume increase in personal deposits,

partially offset by volume

decrease in bank deposits.

Obligations related to securities sold

under repurchase agreements

decreased $8 billion primarily reflecting

a decrease in volume, partially offset by the

impact of foreign exchange translation.

Subordinated notes and debentures

increased $2 billion reflecting a new

issuance.

Other

liabilities increased $5 billion primarily

reflecting volume increase in obligations

related to securities sold short and the impact

of foreign exchange

translation, partially offset by a decrease in provision

for investigations related to the Bank’s U.S.

BSA/AML program due to payments.

Equity

was $119 billion as at January 31, 2025, and increase of $4 billion

from October 31, 2024. The increase reflects

gains in accumulated other comprehensive

income and retained earnings. The increase

in accumulated other comprehensive

income is primarily driven by the impact of

foreign currency translation.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q1 2025 vs. Q1 2024

Gross impaired loans were $5,453 million

as at January 31, 2025, an increase of $1,744

million, or 47%, compared with the first quarter

last year. Canadian

Personal and Commercial Banking gross

impaired loans increased $387 million, or

24%, compared with the first quarter

last year, reflecting formations outpacing

resolutions in the consumer and commercial

lending portfolios. U.S. Retail gross

impaired loans increased $982 million, or

48%, compared with the first 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 $375 million, compared

with the first quarter last year, reflecting formations outpacing

resolutions. Net impaired loans were $3,635

million

as at January 31, 2025, an increase of $1,109

million, or 44%, compared with the first quarter

last year.

The allowance for credit losses of $9,598

million as at January 31, 2025 was comprised

of Stage 3 allowance for impaired loans of $1,824

million, Stage 2

allowance of $4,774 million and Stage 1 allowance

of $2,996 million, and the allowance for debt

securities of $4 million. The Stage 1 and 2

allowances are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$637 million, or 54%, reflective of

credit migration in the Business and Government

and consumer lending

portfolios, the impact of foreign exchange, and

the adoption impact of a model update in

the U.S. Cards portfolio. The Stage 1 and

Stage 2 allowance for loan

losses increased $692 million, or 10%, reflecting

credit migration, reserve build related

to elevated uncertainty associated with policy

and trade, the impact of

foreign exchange, and volume growth, partially

offset by the adoption impact of a model update

in the U.S. Cards portfolios. The allowance

change included an

increase of $100 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 first 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 first 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 $360 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 $1 million for debt securities

at FVOCI, for a total of $4 million, an increase

of $1 million, compared with

the first quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Gross impaired loans increased $504 million,

or 10%, compared with the prior quarter, largely related

to new formations outpacing resolutions in

the Business &

Government and consumer lending portfolios,

and the impact of foreign exchange. Impaired

loans net of allowance increased $228

million, or 7%, compared with

the prior quarter.

The allowance for credit losses of $9,598

million as at January 31, 2025 was comprised

of Stage 3 allowance for impaired loans

of $1,824 million, Stage 2

allowance of $4,774 million and Stage 1 allowance

of $2,996 million, and the allowance for debt

securities of $4 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$271 million, or 17%, compared

with the prior quarter,

largely driven by credit migration in the Business

& Government lending portfolios, the

impact of foreign exchange, and the adoption

impact of a model update in

the U.S. Cards portfolio. The Stage 1 and

Stage 2 allowance for loan losses increased

$186 million, or 2%, compared with the prior

quarter, reflecting reserve build

in the Business & Government lending portfolios

related to policy and trade uncertainty, and the impact of foreign

exchange, partially offset by an update to the

economic forecast and the adoption impact

of a model update in the U.S. Cards portfolio.

The allowance for debt securities was $4 million,

consistent with the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 26

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 first 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

January 31

October 31

January 31

2025

2024

2024

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

$

4,949

$

4,170

$

3,299

Classified as impaired during the period

2,432

2,657

2,005

Transferred to performing during the period

(327)

(254)

(315)

Net repayments

(532)

(487)

(308)

Disposals of loans

(47)

(148)

(10)

Amounts written off

(1,144)

(1,008)

(917)

Exchange and other movements

122

19

(45)

Impaired loans as at end of period

$

5,453

$

4,949

$

3,709

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

January 31

October 31

January 31

2025

2024

2024

Allowance for loan losses for on-balance sheet

loans

Stage 1 allowance for loan losses

$

2,598

$

2,470

$

2,396

Stage 2 allowance for loan losses

4,239

4,082

3,686

Stage 3 allowance for loan losses

1,818

1,542

1,183

Total allowance for loan losses for on-balance sheet loans

1

8,655

8,094

7,265

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

398

439

424

Stage 2 allowance for loan losses

535

593

572

Stage 3 allowance for loan losses

6

11

4

Total allowance for off-balance sheet instruments

939

1,043

1,000

Allowance for loan losses

9,594

9,137

8,265

Allowance for debt securities

4

4

3

Allowance for credit losses

$

9,598

$

9,141

$

8,268

Impaired loans, net of allowance

2

$

3,635

$

3,407

$

2,526

Net impaired loans as a percentage of net loans

2

0.38

%

0.36

%

0.28

%

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

0.99

0.95

0.89

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.50

0.47

0.44

1

Includes allowance for loan losses related to loans that are measured at FVOCI of $1 million as at January 31 202

5

(October 31, 2024 – nil, January 31, 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

January 31, 2025

Total

$

272,838

$

90,010

$

362,848

$

34,198

$

397,046

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 January 31, 2025

and October 31, 2024.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 27

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

January 31, 2025

Canada

Atlantic provinces

$

2,415

0.9

%

$

4,813

1.8

%

$

151

0.1

%

$

2,281

1.8

%

$

2,566

0.6

%

$

7,094

1.8

%

British Columbia

4

8,186

3.0

48,226

17.7

774

0.6

23,169

18.7

8,960

2.3

71,395

18.0

Ontario

4

21,775

8.0

126,693

46.3

2,624

2.1

68,287

55.0

24,399

6.1

194,980

49.1

Prairies

4

17,472

6.4

22,344

8.2

1,436

1.2

12,591

10.1

18,908

4.8

34,935

8.8

Québec

6,465

2.4

14,449

5.3

483

0.4

12,412

10.0

6,948

1.7

26,861

6.8

Total Canada

56,313

20.7

%

216,525

79.3

%

5,468

4.4

%

118,740

95.6

%

61,781

15.5

%

335,265

84.5

%

United States

1,588

59,677

12,212

1,588

71,889

Total

$

57,901

$

276,202

$

5,468

$

130,952

$

63,369

$

407,154

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

January 31, 2025

Canada

0.8

%

2.8

%

7.1

%

18.9

%

32.9

%

29.4

%

1.2

%

6.9

%

100.0

%

United States

2.2

1.4

3.4

7.6

15.7

68.7

0.5

0.5

100.0

Total

1.0

%

2.6

%

6.4

%

16.8

%

29.7

%

36.8

%

1.0

%

5.7

%

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

$6.9 billion or 3% 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 January 31,

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

January 31, 2025

October 31, 2024

Canada

Atlantic provinces

69

%

68

%

68

%

69

%

67

%

68

%

British Columbia

6

66

63

64

66

62

65

Ontario

6

67

64

65

67

63

65

Prairies

6

72

70

71

73

69

71

Québec

69

69

69

69

69

69

Total Canada

68

65

66

68

64

66

United States

71

60

67

73

61

68

Total

68

%

65

%

66

%

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 28

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

January 31, 2025

Region

Europe

$

8,467

$

8

$

5,554

$

14,029

$

5,085

$

1,912

$

9,688

$

16,685

$

967

$

24,411

$

2,389

$

27,767

$

58,481

United Kingdom

8,818

2,518

2,714

14,050

3,803

1,234

15,484

20,521

599

931

527

2,057

36,628

Asia

235

26

2,473

2,734

376

598

2,689

3,663

253

9,545

785

10,583

16,980

Other

5

218

747

965

329

466

2,785

3,580

83

1,147

2,511

3,741

8,286

Total

$

17,738

$

2,552

$

11,488

$

31,778

$

9,593

$

4,210

$

30,646

$

44,449

$

1,902

$

36,034

$

6,212

$

44,148

$

120,375

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 $35.3 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,

  1. The 50 bps increase reflects OSFI’s

view of appropriate actions to

enhance the resilience of Canada’s largest banks.

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.

On February 1, 2023, OSFI implemented revised

capital rules that incorporate the Basel III reforms

with adjustments to make them suitable

for domestic

implementation. These revised rules

include changes to the calculation of credit

risk and operational risk requirements,

and amendments to the LR Guideline to

include a requirement for domestic systemically

important banks (D-SIBs) to hold a

leverage ratio buffer of 0.50% in addition

to the regulatory minimum

requirement of 3.0%. The LR buffer requirement

also applies to the TLAC leverage ratio.

On November 1, 2023, OSFI implemented

the second and final phase of

the Basel III reforms relating to the calculation

of credit valuation adjustment (CVA) and market risk RWA requirements. In addition,

effective November 1, 2023,

the regulatory capital floor transitioned

to 67.5% of RWA for fiscal 2024 from 65% of RWA in fiscal 2023.

On November 1, 2023, the Bank implemented

OSFI’s Parental Stand-Alone (Solo) Total Loss Absorbing Capacity (TLAC) Framework

for D-SIBs, which

establishes a risk-based measure intended

to ensure 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 for the Bank as at

January 31, 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 January 31,

2025.

3

Not applicable.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 29

Global Systemically Important Banks

Disclosures

The Financial Stability Board (FSB), in

consultation with the BCBS and national authorities,

identifies G-SIBs. The G-SIB assessment

methodology is based on the

submissions of the largest global banks. Thirteen

indicators are used in the G-SIB assessment

methodology to determine systemic importance.

The score for a

particular indicator is calculated by dividing

the individual bank value by the aggregate

amount for the indicator summed across all

banks included in the

assessment. Accordingly, an individual bank’s ranking is reliant on the

results and submissions of other global

banks.

The Bank is required to publish the thirteen

indicators used in the G-SIB indicator-based

assessment framework. Public disclosure

of financial year-end data is

required annually, no later than the date of a bank’s first quarter public

disclosure of shareholder financial data

in the following year.

Public communications on G-SIB status are

issued annually each November. On November 22, 2019,

the Bank was designated as a G-SIB by

the FSB. The

Bank continued to maintain its G-SIB status

when the FSB published the 2024 list of

G-SIBs on November 26, 2024. As a result

of this designation, the Bank is

subject to an additional loss absorbency

requirement (CET1 as a percentage

of RWA) of 1% under applicable FSB member authority requirements.

The Bank’s

G-SIB designation has no additional impact

on the Bank’s minimum CET1 regulatory requirements,

as the G-SIB surcharge is consistent

with the D-SIB

requirement set out by OSFI. 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%.

As a result of the Bank’s G-SIB designation, the

U.S. Federal Reserve requires TD Group

US Holding LLC (TDGUS), as TD’s U.S. Intermediate

Holding

Company (IHC), to maintain a minimum amount

of TLAC and long-term debt.

The indicator-based measurement approach,

currently in effect, divides the thirteen indicators

into five categories, with each category

yielding a 20% weight to a

bank’s total score on the G-SIB scale.

The following table provides the results of

the thirteen indicators for the Bank.

Increases in Cross-jurisdictional

Activity were primarily driven by increases

in

cash, loans and securities booked in CAD

and USD, and increases in deposits payable

and debt securities booked in CAD, USD,

and Euros. The increase in

Trading Volume was mainly driven by higher North

American fixed income trading. The

increase in Over-the-Counter Derivatives was due

to an increase in interest

rate swaps. Other notable changes in the indicators

from the prior year primarily reflect normal

business activities of the Bank.

TABLE 25: G-SIB INDICATORS

1

(millions of Canadian dollars)

As at

October 31, 2024

October 31, 2023

Category (and weighting)

Individual Indicator

Cross-jurisdictional activity (20%)

Cross-jurisdictional claims

$

1,100,768

$

1,003,230

Cross-jurisdictional liabilities

1,042,951

964,092

Size (20%)

Total exposures as defined for use in the Basel III leverage ratio

2,228,986

2,112,677

Interconnectedness (20%)

Intra-financial system assets

107,793

109,833

Intra-financial system liabilities

36,477

55,247

Securities outstanding

487,199

470,767

Substitutability/financial institution

Assets under custody

689,698

563,783

infrastructure (20%)

Payments activity

41,073,559

39,499,576

Underwritten transactions in debt and equity

markets

211,859

186,110

Trading Volume (includes the two sub indicators)

– Trading volume fixed income sub indicator

12,900,561

9,239,393

– Trading volume equities and other securities sub indicator

2,855,130

2,958,869

Complexity (20%)

Notional amount of OTC derivatives

23,945,530

21,198,657

Trading and other securities

2

72,514

64,944

Level 3 assets

4,663

3,548

1

The G-SIB indicators are prepared based on the methodology prescribed in BCBS guidelines published and

disclosed in accordance with OSFI’s Advisory on G-SIBs – Public Disclosure

Requirements. Given the Bank was designated as a G-SIB by the FSB on November 22, 2019, additional public

disclosures on these indicators are required. Refer to the Bank’s

Regulatory Capital Disclosures at www.td.com/investor-relations/ir-homepage/regulatory-disclosures/g-sib/disclosures.jsp

for these additional disclosures on the 2024 G-SIB indicators.

The Bank is required to submit its G-SIB indicators to OSFI and BCBS for review following the date of this report.

In the event that one or both regulators provide comments to the Bank

regarding its submission that would result in changes to the G-SIB indicators listed in the table above, the Bank

will publish such revised G-SIB indicators on its website.

2

Includes trading securities, securities designated at FVTPL,

and securities at FVOCI.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 30

The following table provides details of the

Bank’s regulatory capital position.

TABLE 26: CAPITAL STRUCTURE AND RATIOS – Basel III

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

January 31

2025

2024

2024

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

$

25,679

$

25,543

$

25,428

Retained earnings

71,718

70,826

72,347

Accumulated other comprehensive income

10,520

7,904

3,830

Common Equity Tier 1 Capital before regulatory

adjustments

107,917

104,273

101,605

Common Equity Tier 1 Capital regulatory adjustments

Goodwill (net of related tax liability)

(19,359)

(18,645)

(17,922)

Intangibles (net of related tax liability)

(3,041)

(2,921)

(2,654)

Deferred tax assets excluding those arising

from temporary differences

(284)

(212)

(198)

Cash flow hedge reserve

2,859

3,015

3,559

Shortfall of provisions to expected losses

Gains and losses due to changes in own

credit risk on fair valued liabilities

(191)

(193)

(148)

Defined benefit pension fund net assets (net

of related tax liability)

(733)

(731)

(773)

Investment in own shares

(57)

(21)

(20)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(1,890)

(1,835)

(2,724)

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

(35)

(32)

(56)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

18

16

10

Total regulatory adjustments to Common Equity Tier 1 Capital

(22,713)

(21,559)

(20,926)

Common Equity Tier 1 Capital

85,204

82,714

80,679

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

11,087

10,887

10,830

Additional Tier 1 Capital instruments before

regulatory adjustments

11,087

10,887

10,830

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)

(2)

(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

(702)

(353)

(355)

Additional Tier 1 Capital

10,385

10,534

10,475

Tier 1 Capital

95,589

93,248

91,154

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

13,471

11,273

9,357

Collective allowances

1,424

1,512

1,781

Tier 2 Capital before regulatory adjustments

14,895

12,785

11,138

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

(226)

(224)

(228)

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

(20)

(64)

(115)

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

(246)

(288)

(503)

Tier 2 Capital

14,649

12,497

10,635

Total Capital

$

110,238

$

105,745

$

101,789

Risk-weighted assets

$

649,043

$

630,900

$

579,424

Capital Ratios and Multiples

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

assets)

13.1

%

13.1

%

13.9

%

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

14.7

14.8

15.7

Total Capital (as percentage of risk-weighted assets)

17.0

16.8

17.6

Leverage ratio

2

4.2

4.2

4.4

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 January 31, 2025, the Bank’s CET1, Tier 1, and Total Capital ratios were 13.1%, 14.7%, and

17.0%, respectively. The Bank’s CET1 Capital ratio remained

relatively flat from 13.1% as at October 31,

2024, primarily attributable to internal

capital generation,

offset by RWA growth across various segments and the

impact of U.S. balance sheet restructuring.

As at January 31, 2025, the Bank’s leverage ratio

was 4.2%. The Bank’s leverage ratio remained relatively

flat from 4.2% as at October 31, 2024,

primarily

attributable to internal capital generation, offset by

exposure increases across various segments

and the impact of U.S. balance sheet restructuring.

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.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 31

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 27: EQUITY AND OTHER SECURITIES

1

(millions of shares/units and millions of Canadian

dollars, except as noted)

As at

January 31, 2025

October 31, 2024

Number of

Number of

shares/units

Amount

shares/units

Amount

Common shares

Common shares outstanding

1,752.2

$

25,528

1,750.3

$

25,373

Treasury – common shares

(0.5)

(38)

(0.2)

(17)

Total common shares

1,751.7

$

25,490

1,750.1

$

25,356

Stock options

Vested

7.0

5.4

Non-vested

9.3

9.3

Preferred shares – Class A

Series 1

20.0

$

500

20.0

$

500

Series 5

2

20.0

500

Series 7

14.0

350

14.0

350

Series 9

8.0

200

8.0

200

Series 16

14.0

350

14.0

350

Series 18

14.0

350

14.0

350

Series 27

0.8

850

0.8

850

Series 28

0.8

800

0.8

800

71.6

$

3,400

91.6

$

3,900

Other equity instruments

3,4

Limited Recourse Capital Notes – Series 1

1.8

1,750

1.8

1,750

Limited Recourse Capital Notes – Series 2

1.5

1,500

1.5

1,500

Limited Recourse Capital Notes – Series 3

5

1.7

2,403

1.7

2,403

Limited Recourse Capital Notes – Series 4

5

0.7

1,023

0.7

1,023

Limited Recourse Capital Notes – Series 5

6

0.7

750

Perpetual Subordinated Capital Notes – Series

2023-9

7

0.1

312

0.1

312

78.1

$

11,138

97.4

$

10,888

Treasury – preferred shares and other equity instruments

(0.5)

(51)

(0.2)

(18)

Total preferred shares and other equity instruments

77.6

$

11,087

97.2

$

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 Limited Recourse Capital Notes (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 CA$750 million 5.909% Fixed Rate Reset Limited Recourse Capital Notes,

Series 5 NVCC (the “LRCNs”). The LRCNs will bear an interest 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 February 26, 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 April 30, 2025, payable

on and after April 30, 2025, to shareholders

of record at the close of business on April

10, 2025.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

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

discretion or

purchased from the open market at market

price.

During the three months ended January 31,

2025, the Bank issued 1.6 million (three

months ended January 31, 2024 – 2.0 million)

common shares 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 (NCIB) to

repurchase for cancellation

up to 90 million of its common shares. The

NCIB commenced on August 31, 2023

and continued until August 31, 2024. From

the commencement of the NCIB to

August 31, 2024, the Bank repurchased 71.4

million shares under the program. The NCIB

terminated on August 31, 2024 and therefore,

there was no repurchase

of common shares by the Bank under the

NCIB during the three months ended

January 31, 2025. During the three months

ended January 31, 2024,

the Bank

repurchased 20.9 million common shares,

at an average price of $82.39 per share

for a total amount of $1.7 billion.

Subsequent to the quarter end, on February

24, 2025, the Bank announced that the

Toronto Stock Exchange and OSFI had

approved the Bank’s previously

announced NCIB to purchase for cancellation

up to 100 million of its common shares.

The NCIB will commence on March 3, 2025 and

end on February 28, 2026,

or such earlier date as the Bank may determine.

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.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 32

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

4.0 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 updated the following Risk

Factor reflecting developments in the external

environment.

Geopolitical Risk

Government policy, international trade and political relations across

the globe may impact overall market and

economic stability, including in the regions where the

Bank operates, or where its customers operate.

While the nature and extent of risks may

vary, they have the potential to disrupt global economic growth, create

volatility in financial markets that may affect

the Bank’s trading and non-trading activities, market

liquidity, funding costs, interest rates, foreign exchange,

commodity prices, credit spreads, fiscal policy, and directly and indirectly

influence general business and economic conditions

in ways that may have an adverse

impact on the Bank and its customers.

Current geopolitical risks include ongoing global

tensions resulting in sanctions and

countersanctions and related

operational complexities, supply chain disruptions,

being subjected to heightened regulatory

focus on climate change and transition

to a low-carbon economy,

increased likelihood of cyber-attacks on critical

public and private infrastructure and networks,

the Russia-Ukraine war and the resulting tensions

between Russia

and other nations, social unrest and volatility in

the Middle East that have escalated due

to the ongoing conflict between Israel and

Hamas and Hezbollah,

political

and economic turmoil, threats of terrorism and

ongoing protectionism measures due

to a decline in global alignment and elections

in geopolitically significant

markets that have potential to generate regulatory

and policy uncertainty.

The application or potential application of

new or elevated tariffs to goods imported into

the United States, and the application or potential

application of retaliatory tariffs have amplified

these risks and economic uncertainty. Renegotiation of the U.S.-

Mexico-Canada Agreement (USMCA) or

tariffs imposed on Canada before its renewal

could result in negative impacts for some industries

or customers that the

Bank services.

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. 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 January 31,

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.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 33

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 28: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

1

(millions of Canadian dollars)

As at

January 31, 2025

October 31, 2024

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

$

4,383

$

543,043

$

547,426

$

4,163

$

537,075

$

541,238

Qualifying revolving retail

947

176,182

177,129

866

172,203

173,069

Other retail

3,576

107,149

110,725

3,391

104,253

107,644

Total retail

8,906

826,374

835,280

8,420

813,531

821,951

Non-retail

Corporate

2,795

738,573

741,368

2,346

721,156

723,502

Sovereign

165

560,730

560,895

205

588,498

588,703

Bank

3,560

175,598

179,158

4,541

171,250

175,791

Total non-retail

6,520

1,474,901

1,481,421

7,092

1,480,904

1,487,996

Gross credit risk exposures

$

15,426

$

2,301,275

$

2,316,701

$

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 34

MARKET RISK

Market risk capital is calculated using the Standardized

Approach.

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

monitor

and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes

is classified as trading market risk.

TABLE 29: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

January 31, 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

$

136,440

$

1,004

$

135,436

$

$

169,930

$

1,601

$

168,329

$

Interest rate

Trading loans, securities, and other

198,855

197,301

1,554

175,770

174,232

1,538

Interest rate

Non-trading financial assets at

fair value through profit or loss

6,810

6,810

5,869

5,869

Equity,

foreign exchange,

interest rate

Derivatives

83,885

74,526

9,359

78,061

70,636

7,425

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

6,299

6,299

6,417

6,417

Interest rate

Financial assets at fair value through

other comprehensive income

108,691

108,691

93,897

93,897

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

255,743

255,743

271,615

271,615

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

222,119

8,800

213,319

208,217

10,488

197,729

Interest rate

Loans, net of allowance for

loan losses

965,312

965,312

949,549

949,549

Interest rate

Investment in Schwab

9,242

9,242

9,024

9,024

Equity

Other assets

1

2,166

2,166

2,230

2,230

Interest rate

Assets not exposed to

market risk

97,992

97,992

91,172

91,172

Total Assets

$

2,093,554

$

281,631

$

1,713,931

$

97,992

$

2,061,751

$

256,957

$

1,713,622

$

91,172

Liabilities subject to market risk

Trading deposits

$

27,198

$

23,702

$

3,496

$

$

30,412

$

26,827

$

3,585

$

Equity, interest rate

Derivatives

75,017

73,155

1,862

68,368

66,976

1,392

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

21,181

21,181

20,319

20,319

Interest rate

Financial liabilities designated at

fair value through profit or loss

210,700

3

210,697

207,914

2

207,912

Interest rate

Deposits

1,290,486

1,290,486

1,268,680

1,268,680

Interest rate,

foreign exchange

Obligations related to securities

sold short

46,086

44,413

1,673

39,515

37,812

1,703

Interest rate

Obligations related to securities sold

under repurchase agreements

193,856

12,236

181,620

201,900

13,540

188,360

Interest rate

Securitization liabilities at amortized

cost

12,652

12,652

12,365

12,365

Interest rate

Subordinated notes and debentures

13,671

13,671

11,473

11,473

Interest rate

Other liabilities

1

34,022

34,022

34,066

34,066

Equity, interest rate

Liabilities and Equity not

exposed to market risk

168,685

168,685

166,739

166,739

Total Liabilities and Equity

$

2,093,554

$

174,690

$

1,750,179

$

168,685

$

2,061,751

$

165,476

$

1,729,536

$

166,739

1

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

ex991p35i0

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 35

-70

-60

-50

-40

-30

-20

-10

0

10

20

30

40

11/1/2024

11/8/2024

11/15/2024

11/22/2024

11/29/2024

12/6/2024

12/13/2024

12/20/2024

12/30/2024

1/7/2025

1/14/2025

1/21/2025

1/28/2025

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 first quarter ending January

31, 2025,

there were

4 days

of trading losses and trading net revenue

was positive for

94

% 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 30: PORTFOLIO MARKET RISK MEASURES

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

As at

Average

High

Low

Average

Average

Interest rate risk

$

18.4

$

12.4

$

19.3

$

5.3

$

11.6

$

17.8

Credit spread risk

19.6

19.8

27.4

16.3

33.8

29.4

Equity risk

8.5

8.3

10.2

6.6

7.3

7.2

Foreign exchange risk

4.9

4.1

6.1

2.4

2.8

2.4

Commodity risk

15.0

6.0

15.0

3.8

5.6

3.7

Idiosyncratic debt specific risk

22.1

19.6

22.9

15.4

20.0

20.9

Diversification effect

1

(59.0)

(41.8)

n/m

2

n/m

(46.0)

(51.2)

Total Value-at-Risk (one-day)

29.5

28.4

35.9

20.9

35.1

30.2

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 36

Average VaR decreased quarter-over-quarter due to changes in fixed income

positions,

coupled with narrowing credit spreads.

Validation of VaR Model

The Bank uses a back-testing process

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

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities. The measurement of interest

rate risk in the banking book does not

include exposures from TD’s

Wholesale Banking or Insurance businesses.

The primary measures for 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 Asset Liability and

Capital

Committee (ALCO) and the Risk Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures.

TABLE 31: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

January 31, 2025

October 31, 2024

January 31, 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

$

(639)

$

(1,934)

$

(2,573)

$

134

$

463

$

597

$

(2,489)

$

720

$

(2,136)

$

969

100 bps decrease in rates

503

1,553

2,056

(178)

(611)

(789)

1,914

(983)

1,722

(1,152)

1

Represents the twelve-month NII exposure to an immediate and sustained shock in rates.

As at January 31, 2025, an immediate and

sustained 100 bps increase in interest rates

would have had a negative impact to the

Bank’s EVE of $

2,573

million, an

increase of $

84

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

NII of $

597

million, a decrease of $

123

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 $

2,056

million, an increase of $

142

million from last quarter,

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

789

million, a decrease of $

194

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

in EVE Sensitivity is

attributed in part to FX translation combined

with a marginal increase in net fixed rate

assets held. The quarter-over-quarter decrease

in NII Sensitivity is primarily

due to additional hedging within the quarter.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 37

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 38

TABLE 32: 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

January 31, 2025

Cash and central bank reserves

$

34,810

$

$

34,810

$

1,054

$

33,756

Canadian government obligations

22,513

84,494

107,007

51,305

55,702

National Housing Act Mortgage-Backed

Securities (NHA MBS)

40,826

95

40,921

2,345

38,576

Obligations of provincial governments, public sector entities

and multilateral development banks

43,209

25,346

68,555

34,365

34,190

Corporate issuer obligations

5,567

6,710

12,277

7,318

4,959

Equities

15,734

6,726

22,460

18,793

3,667

Total Canadian dollar-denominated

162,659

123,371

286,030

115,180

170,850

Cash and central bank reserves

98,210

98,210

254

97,956

U.S. government obligations

82,345

72,642

154,987

64,916

90,071

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

federal agency mortgage-backed obligations

76,218

14,871

91,089

29,407

61,682

Obligations of other sovereigns, public sector entities

and multilateral development banks

65,813

47,473

113,286

50,672

62,614

Corporate issuer obligations

71,884

16,673

88,557

28,188

60,369

Equities

58,195

40,775

98,970

60,943

38,027

Total non-Canadian dollar-denominated

452,665

192,434

645,099

234,380

410,719

Total

$

615,324

$

315,805

$

931,129

$

349,560

$

581,569

October 31, 2024

Total Canadian dollar

-denominated

$

163,269

$

117,083

$

280,352

$

110,064

$

170,288

Total non-Canadian

dollar-denominated

470,820

172,185

643,005

238,336

404,669

Total

$

634,089

$

289,268

$

923,357

$

348,400

$

574,957

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.

Total unencumbered liquid assets increased modestly by $

7

billion since October 31, 2024 largely as

a result of wholesale funding proceeds and

product related

activity.

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 33: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

January 31

October 31

2025

2024

The Toronto-Dominion Bank (Parent)

$

230,536

$

227,435

Bank subsidiaries

322,798

314,306

Foreign branches

28,235

33,216

Total

$

581,569

$

574,957

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 39

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended January

31, 2025 and October 31,

2024, are

summarized in the following table.

TABLE 34: 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

January 31, 2025

Cash and central bank reserves

$

39,022

$

$

39,022

$

1,020

$

38,002

Canadian government obligations

21,579

84,200

105,779

51,850

53,929

NHA MBS

40,733

96

40,829

2,181

38,648

Obligations of provincial governments, public sector

entities and multilateral development banks

42,277

26,714

68,991

36,677

32,314

Corporate issuer obligations

4,530

6,991

11,521

7,509

4,012

Equities

14,549

5,311

19,860

16,194

3,666

Total Canadian dollar-denominated

162,690

123,312

286,002

115,431

170,571

Cash and central bank reserves

100,443

100,443

243

100,200

U.S. government obligations

84,116

71,330

155,446

70,499

84,947

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

federal agency mortgage-backed obligations

77,191

14,793

91,984

29,573

62,411

Obligations of other sovereigns, public sector entities and

multilateral development banks

66,954

45,230

112,184

47,979

64,205

Corporate issuer obligations

71,359

17,348

88,707

30,763

57,944

Equities

61,987

39,901

101,888

58,747

43,141

Total non-Canadian dollar-denominated

462,050

188,602

650,652

237,804

412,848

Total

$

624,740

$

311,914

$

936,654

$

353,235

$

583,419

October 31, 2024

Total Canadian dollar-denominated

$

159,673

$

116,945

$

276,618

$

108,093

$

168,525

Total non-Canadian dollar-denominated

461,866

173,757

635,623

240,453

395,170

Total

$

621,539

$

290,702

$

912,241

$

348,546

$

563,695

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.

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 35: SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES,

AND BRANCHES

(millions of Canadian dollars)

Average for the three months ended

January 31

October 31

2025

2024

The Toronto-Dominion

Bank (Parent)

$

231,628

$

223,581

Bank subsidiaries

322,355

310,596

Foreign branches

29,436

29,518

Total

$

583,419

$

563,695

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 36: 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

January 31, 2025

Cash and due from banks

$

6,552

$

$

$

$

6,552

Interest-bearing deposits with banks

136,440

6,145

125,772

4,523

Securities, trading loans, and other

969,472

425,367

21,630

490,393

32,082

Derivatives

83,885

83,885

Loans, net of allowance for loan losses

946,056

88,942

104,665

41,043

711,406

Other assets

5

102,848

292

102,556

Total assets

$

2,245,253

$

520,746

$

126,295

$

657,208

$

941,004

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 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 investment in Schwab, 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 40

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 EWST 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 37: CREDIT RATINGS

1

As at

January 31, 2025

Moody’s

S&P

Fitch

DBRS

Deposits/Counterparty

2

Aa2

A+

AA

AA (high)

Legacy Senior Debt

3

Aa3

A+

AA

AA (high)

Senior Debt

4

A2

A-

AA-

AA

Covered Bonds

Aaa

AAA

AAA

Legacy Subordinated Debt – non-NVCC

A3

A-

A

AA (low)

Tier 2 Subordinated Debt – NVCC

A3 (hyb)

BBB+

A

A

AT1 Perpetual Debt – NVCC

Baa2 (hyb)

BBB-

BBB+

Limited Recourse Capital Notes – NVCC

Baa2 (hyb)

BBB-

BBB+

A (low)

Preferred Shares – NVCC

Baa2 (hyb)

BBB-

BBB+

Pfd-2 (high)

Short-Term Debt (Deposits)

P-1

A-1

F1+

R-1 (high)

Outlook

Stable

Stable

Negative

Negative (Long Term);

Stable (Short Term)

1

The above ratings are for The Toronto-Dominion

Bank legal entity. Subsidiaries’ ratings are available

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

ratings are not

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

price or suitability for a particular investor. Ratings are subject

to revision

or withdrawal at any time by the rating organization.

2

Represents Moody’s Long-Term

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

Long-Term Deposits Rating and DBRS

Long-Term Issuer Rating.

3

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

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

4

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

regime.

The Bank regularly reviews the level

of increased collateral its trading counterparties

would require in the event of a downgrade of

TD’s credit rating. The 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 38: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES

1

(millions of Canadian dollars)

Average for the three months ended

January 31

October 31

2025

2024

One-notch downgrade

$

83

$

78

Two-notch downgrade

772

505

Three-notch downgrade

3,028

1,334

1

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

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

LIQUIDITY COVERAGE RATIO

The LCR is a Basel III 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 41

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 39: AVERAGE LIQUIDITY COVERAGE RATIO

1

(millions of Canadian dollars, except

as noted)

Average for the three months ended

January 31, 2025

Total unweighted

Total weighted

value (average)

2

value (average)

3

High-quality liquid assets

Total high-quality liquid assets

$

n/a

4

$

381,731

Cash outflows

Retail deposits and deposits from small business

customers, of which:

$

506,165

$

32,523

Stable deposits

271,520

8,146

Less stable deposits

234,645

24,377

Unsecured wholesale funding, of which:

392,739

198,078

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

137,010

32,351

Non-operational deposits (all counterparties)

235,903

145,901

Unsecured debt

19,826

19,826

Secured wholesale funding

n/a

46,318

Additional requirements, of which:

377,502

121,146

Outflows related to derivative exposures and

other collateral requirements

71,480

60,025

Outflows related to loss of funding on debt products

9,906

9,906

Credit and liquidity facilities

296,116

51,215

Other contractual funding obligations

17,851

9,844

Other contingent funding obligations

856,826

12,957

Total cash outflows

$

n/a

$

420,866

Cash inflows

Secured lending

$

237,223

$

40,346

Inflows from fully performing exposures

26,150

12,518

Other cash inflows

97,961

97,961

Total cash inflows

$

361,334

$

150,825

Average for the three months ended

January 31, 2025

October 31, 2024

Total adjusted

Total adjusted

value

value

Total high-quality liquid assets

$

381,731

$

361,452

Total net cash outflows

270,041

261,900

Liquidity coverage ratio

141

%

138

%

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

January 31, 2025 is calculated as an average of the 62 daily data points in the quarter.

2

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

3

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

rates, 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 January 31, 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 is beginning to target more typical LCR levels.

However, the Bank expects LCR to remain elevated in

the near-term

reflecting proceeds from sale of Schwab equity

investment

13

. The average HQLA of the Bank for the

quarter ended January 31, 2025 was $382 billion

(October 31,

2024 – $361 billion), with Level 1 assets representing

86%

(October 31, 2024 – 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

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.

13

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 regulatory approval, 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 42

TABLE 40: NET STABLE FUNDING RATIO

1

(millions of Canadian dollars, except

as noted)

As at

January 31, 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

$

115,431

$

n/a

$

n/a

$

13,353

$

128,783

Regulatory capital

115,431

n/a

n/a

13,353

128,783

Other capital instruments

n/a

n/a

n/a

Retail deposits and deposits from small business

customers:

464,436

77,099

37,205

31,283

566,927

Stable deposits

260,709

30,109

15,372

15,736

306,616

Less stable deposits

203,727

46,990

21,833

15,547

260,311

Wholesale funding:

261,876

418,652

96,190

244,205

469,079

Operational deposits

109,451

2,113

1

55,782

Other wholesale funding

152,425

416,539

96,189

244,205

413,297

Liabilities with matching interdependent assets

4

2,260

1,740

29,010

Other liabilities:

56,907

83,532

2,291

NSFR derivative liabilities

n/a

1,786

n/a

All other liabilities and equity not included

in the above categories

56,907

78,380

2,150

1,216

2,291

Total Available Stable Funding

$

1,167,080

Required Stable Funding Item

Total NSFR high-quality liquid assets

$

n/a

$

n/a

$

n/a

$

n/a

$

61,200

Deposits held at other financial institutions for

operational purposes

Performing loans and securities

114,833

268,173

119,272

684,248

791,519

Performing loans to financial institutions

secured by Level 1 HQLA

69,088

7,919

9,280

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

73,138

8,899

10,562

22,900

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

39,391

67,531

48,423

300,528

350,384

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:

34,065

48,848

51,410

307,523

311,222

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

34,065

48,848

51,410

307,523

311,222

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

41,377

9,568

2,621

65,635

97,733

Assets with matching interdependent liabilities

4

2,289

2,758

27,964

Other assets:

84,097

131,733

125,606

Physical traded commodities, including gold

15,343

n/a

n/a

n/a

13,443

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

18,209

15,477

NSFR derivative assets

n/a

11,688

9,901

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

18,890

945

All other assets not included in the above

categories

68,754

74,025

1,570

7,351

85,840

Off-balance sheet items

n/a

859,769

31,250

Total Required Stable Funding

$

1,009,575

Net Stable Funding Ratio

116

%

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 January

31, 2025 is 116%

(October 31, 2024 – 116%) representing a surplus of $158 billion

and adherence to regulatory

requirements. The ratio is unchanged as increases

in deposits were offset by growth in assets.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 43

FUNDING

The Bank has access to a variety of unsecured

and secured funding sources. The Bank’s

funding activities are conducted in accordance

with liquidity risk

management policies that require assets be

funded to the appropriate term and to a prudent

diversification profile.

The Bank’s primary approach to managing

funding activities is to maximize the use of

deposits raised through its personal and

commercial banking channels.

The Bank’s base of personal and commercial,

wealth, and Schwab sweep deposits make

up approximately

70

% (October 31, 2024 –

70

%) of the Bank’s total

funding.

TABLE 41: SUMMARY OF DEPOSIT FUNDING

(millions of Canadian dollars)

As at

January 31

October 31

2025

2024

P&C deposits – Canadian

$

572,347

$

566,329

P&C deposits – U.S.

1

450,820

433,406

Total

$

1,023,167

$

999,735

1

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

reflect both underlying growth and changes in the foreign exchange

rate.

WHOLESALE FUNDING

The Bank maintains various registered external

wholesale term (greater than 1 year) funding

programs to provide access to diversified

funding sources, including

asset securitization, covered bonds, and

unsecured wholesale debt. The Bank raises

term funding through Senior Notes, NHA

MBS, 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 January 31, 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 January 31, 2025, was $189.7 billion (October

31, 2024 – 184.5 billion).

Note that Table 42: Long-Term Funding and Table

43: Wholesale Funding do not include

any funding accessed via repurchase transactions

or securities financing.

TABLE 42: LONG-TERM FUNDING

1

As at

January 31

October 31

Long-term funding by currency

2025

2024

Canadian dollar

25

%

25

%

U.S. dollar

35

31

Euro

30

33

British pound

5

5

Other

5

6

Total

100

%

100

%

Long-term funding by type

Senior unsecured medium-term notes

52

%

51

%

Covered bonds

40

40

Mortgage securitization

2

7

7

Term asset-backed securities

1

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 44

The following table represents the remaining

maturity of various sources of funding outstanding

as at January 31, 2025 and October 31, 2024.

TABLE 43: WHOLESALE FUNDING

(millions of Canadian dollars)

As at

January 31

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

$

308

$

146

$

210

$

396

$

1,060

$

$

$

1,060

$

1,856

Bearer deposit notes

43

520

222

762

1,547

1,547

787

Certificates of deposit

7,273

24,686

27,326

41,597

100,882

156

101,038

101,168

Commercial paper

7,288

18,724

16,649

16,605

59,266

508

59,774

60,339

Covered bonds

1,800

10,332

144

12,276

22,232

40,813

75,321

75,399

Mortgage securitization

2

64

1,100

1,141

2,008

4,313

4,430

25,091

33,834

32,684

Legacy senior unsecured medium-term

notes

3

110

110

99

209

88

Senior unsecured medium-term notes

4

1,750

5,840

11,764

19,354

19,516

59,002

97,872

93,157

Subordinated notes and debentures

5

200

200

13,471

13,671

11,473

Term asset-backed

securitization

871

1,764

3,985

4,560

11,180

1,273

1,788

14,241

9,604

Other

6

31,592

1,815

18,643

7,995

60,045

832

2,160

63,037

70,951

Total

$

47,439

$

52,305

$

84,548

$

85,941

$

270,233

$

49,046

$

142,325

$

461,604

$

457,506

Of which:

Secured

$

6,378

$

4,664

$

32,513

$

13,970

$

57,525

$

27,935

$

67,696

$

153,156

$

153,855

Unsecured

41,061

47,641

52,035

71,971

212,708

21,111

74,629

308,448

303,651

Total

$

47,439

$

52,305

$

84,548

$

85,941

$

270,233

$

49,046

$

142,325

$

461,604

$

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 $4.0 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 $17.0 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

months ended January 31, 2025, was $1.0

billion (three months ended January 31, 2024

– $0.2 billion) and other asset-backed

securities issued for the three

months ended January 31, 2025, was $0.2

billion (three months ended January 31, 2024

– nil). Total unsecured medium-term notes and covered bond issuances

for the three months ended January 31, 2025,

were $10.8 billion and nil respectively (three

months ended January 31, 2024 – $0.7 billion and

$4.7 billion).

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

The following table summarizes on-balance

sheet and off-balance sheet categories by remaining

contractual maturity. Off-balance sheet commitments include

contractual obligations to make future payments

on certain lease-related commitments, certain

purchase obligations, and other liabilities.

The values of credit

instruments reported in the following

table represent the maximum amount of additional

credit that the Bank could be obligated to extend

should such instruments

be fully drawn or utilized. Since a significant

portion of guarantees and commitments

are expected to expire without being

drawn upon, the total of the contractual

amounts is not representative of expected future

liquidity requirements. These contractual

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

and long-term

liquidity and capital resource needs.

The maturity analysis presented does not depict

the degree of the Bank’s maturity transformation or

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

The

Bank’s objective is to fund its assets appropriately

to protect against borrowing cost volatility

and potential reductions to funding market

availability. The Bank

utilizes stable non-maturity deposits (chequing

and savings accounts) and term deposits

as the primary source of long-term funding

for the Bank’s non-trading

assets including personal and business

term loans and the stable balance of revolving

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

respect of

such non-trading assets and raises short

term funding primarily to finance trading assets.

The liquidity of trading assets under stressed

market conditions is

considered when determining the appropriate

term of the funding.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 45

TABLE 44: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

January 31, 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

$

6,552

$

$

$

$

$

$

$

$

$

6,552

Interest-bearing deposits with banks

134,675

23

1,742

136,440

Trading loans, securities, and other

1

3,874

5,151

6,767

4,271

4,601

14,146

30,941

30,644

98,460

198,855

Non-trading financial assets at fair

value through profit or loss

31

180

1,582

118

747

1,569

710

1,873

6,810

Derivatives

9,774

9,846

6,533

3,712

4,999

12,817

19,357

16,847

83,885

Financial assets designated at fair

value through profit or loss

517

230

588

326

132

1,336

1,737

1,433

6,299

Financial assets at fair value through

other comprehensive income

2,878

4,287

8,945

8,848

4,975

5,780

26,575

42,157

4,246

108,691

Debt securities at amortized cost,

net of allowances for credit losses

1,396

4,142

6,466

4,194

5,037

25,103

86,156

123,253

(4)

255,743

Securities purchased under

reverse repurchase agreements

2

156,940

26,509

22,642

9,135

2,817

2,291

70

1,715

222,119

Loans

Residential mortgages

7,478

8,653

14,748

15,395

5,712

88,490

126,833

66,794

334,103

Consumer instalment and other personal

1,037

1,761

2,654

3,930

6,106

28,541

89,568

36,041

63,037

232,675

Credit card

41,585

41,585

Business and government

54,279

11,215

20,965

18,781

16,552

48,485

95,686

63,275

36,365

365,603

Total loans

62,794

21,629

38,367

38,106

28,370

165,516

312,087

166,110

140,987

973,966

Allowance for loan losses

(8,654)

(8,654)

Loans, net of allowance for loan losses

62,794

21,629

38,367

38,106

28,370

165,516

312,087

166,110

132,333

965,312

Investment in Schwab

9,242

9,242

Goodwill

3

19,579

19,579

Other intangibles

3

3,163

3,163

Land, buildings, equipment, and other depreciable

assets, and right-of-use assets

3

2

2

2

6

23

81

640

3,201

6,194

10,151

Deferred tax assets

5,072

5,072

Amounts receivable from brokers, dealers, and clients

26,086

32

26,118

Other assets

5,157

6,182

969

397

637

324

302

158

15,397

29,523

Total assets

$

410,676

$

78,181

$

92,893

$

69,113

$

51,591

$

228,141

$

479,434

$

384,513

$

299,012

$

2,093,554

Liabilities

Trading deposits

$

1,324

$

2,582

$

2,360

$

3,722

$

2,945

$

4,609

$

7,298

$

2,358

$

$

27,198

Derivatives

9,519

9,620

5,674

4,291

5,208

10,051

15,276

15,378

75,017

Securitization liabilities at fair value

61

278

709

97

1,042

2,917

10,345

5,732

21,181

Financial liabilities designated at

fair value through profit or loss

46,170

50,026

50,420

45,040

18,082

666

75

221

210,700

Deposits

4,5

Personal

16,640

26,633

25,551

24,109

17,840

16,112

15,001

8

518,578

660,472

Banks

12,890

23

17,055

7,257

1

3

1

13,466

50,696

Business and government

20,415

19,054

23,636

10,086

10,346

43,681

75,062

26,934

350,104

579,318

Total deposits

49,945

45,710

66,242

41,452

28,187

59,793

90,066

26,943

882,148

1,290,486

Obligations related to securities sold short

1

3,940

2,337

1,255

832

350

7,008

14,740

14,616

1,008

46,086

Obligations related to securities sold under repurchase

agreements

2

169,636

16,544

2,460

851

455

1,246

20

2,644

193,856

Securitization liabilities at amortized cost

819

433

147

721

1,514

5,021

3,997

12,652

Amounts payable to brokers, dealers, and clients

26,622

26,622

Insurance contract liabilities

214

412

617

618

651

1,124

1,705

766

803

6,910

Other liabilities

11,800

11,360

7,870

1,336

1,938

1,928

1,604

5,755

6,580

50,171

Subordinated notes and debentures

200

13,471

13,671

Equity

119,004

119,004

Total liabilities and equity

$

319,231

$

139,688

$

138,240

$

98,386

$

59,579

$

90,856

$

146,150

$

89,016

$

1,012,408

$

2,093,554

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

22,267

$

25,516

$

36,101

$

22,451

$

24,001

$

56,363

$

180,492

$

4,794

$

2,036

$

374,021

Other commitments

8

116

211

250

194

365

1,018

1,625

377

38

4,194

Unconsolidated structured entity commitments

28

6

133

806

546

109

1,628

Total off-balance sheet commitments

$

22,411

$

25,733

$

36,484

$

23,451

$

24,912

$

57,490

$

182,117

$

5,171

$

2,074

$

379,843

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 1 to 3 months’, $

10

billion in ‘over 3 to 6 months’, $

22

billion in ‘over 1 to 2 years’,

$

33

billion in ‘over 2 to 5 years’, and $

8

billion in ‘over 5 years’.

6

Includes $

633

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 46

TABLE 44: 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 47

ISSB – IFRS S1 and IFRS S2

On June 26, 2023, the International Sustainability

Standards Board (ISSB) under the IFRS

Foundation, issued its first two sustainability

standards, IFRS S1

General Requirements for Disclosures of Sustainability-related

Financial Information

and IFRS S2

Climate-related Disclosures

. IFRS S1 sets out the disclosure

requirements for financially material information

about sustainability-related risks and

opportunities to meet investor information needs,

and IFRS S2 specifically

sets the disclosure requirements

for Climate-related risks and opportunities.

On December 18, 2024, the Canadian Sustainability

Standards Board (CSSB)

released its Canadian Sustainability Disclosure

Standards (CSDS), CSDS 1,

General Requirements for Disclosure

of Sustainability-related Financial Information

,

and CSDS 2,

Climate-related Disclosures

, which largely align to IFRS S1 and S2

while providing some additional reliefs on

transition. On the same date, the

Canadian Securities Administrators (CSA)

reiterated its work on a climate-related

disclosure rule and its intention to initially

adopt provisions necessary to support

climate-related disclosures. To become a regulatory requirement in Canada,

the CSSB Standards would need to be incorporated

into a CSA rule. The Bank is

currently assessing the impact of adopting

these standards and monitoring developments

from the CSA.

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 January 31, 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 $17.9 billion as

at January 31, 2025

(October 31, 2024 – $16.8 billion). As at January

31, 2025, the Bank had funded exposure

of

$16.3 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 first 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 first 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 months ended

January 31, 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

months ended January 31, 2025. Refer to Note

2 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 first quarter

2025 Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to accounting

policies, procedures, and estimates.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 48

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 49

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 50

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 51

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

January 31, 2025

October 31, 2024

ASSETS

Cash and due from banks

$

6,552

$

6,437

Interest-bearing deposits with banks

136,440

169,930

142,992

176,367

Trading loans, securities, and other

(Note 4)

198,855

175,770

Non-trading financial assets at fair value through profit or

loss

(Note 4)

6,810

5,869

Derivatives

(Note 4)

83,885

78,061

Financial assets designated at fair value through profit or

loss

(Note 4)

6,299

6,417

Financial assets at fair value through other comprehensive income

(Note 4)

108,691

93,897

404,540

360,014

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

255,743

271,615

Securities purchased under reverse repurchase agreements

222,119

208,217

Loans (Notes 4, 6)

Residential mortgages

334,103

331,649

Consumer instalment and other personal

232,675

228,382

Credit card

41,585

40,639

Business and government

365,603

356,973

973,966

957,643

Allowance for loan losses

(Note 6)

(8,654)

(8,094)

Loans, net of allowance for loan losses

965,312

949,549

Other

Investment in Schwab

(Note 7)

9,242

9,024

Goodwill

19,579

18,851

Other intangibles

3,163

3,044

Land, buildings, equipment, other depreciable assets and

right-of-use assets

10,151

9,837

Deferred tax assets

5,072

4,937

Amounts receivable from brokers, dealers, and clients

26,118

22,115

Other assets

(Note 8)

29,523

28,181

102,848

95,989

Total assets

$

2,093,554

$

2,061,751

LIABILITIES

Trading deposits

(Notes 4, 9)

$

27,198

$

30,412

Derivatives

(Note 4)

75,017

68,368

Securitization liabilities at fair value

(Note 4)

21,181

20,319

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 9)

210,700

207,914

334,096

327,013

Deposits (Notes 4, 9)

Personal

660,472

641,667

Banks

50,696

57,698

Business and government

579,318

569,315

1,290,486

1,268,680

Other

Obligations related to securities sold short

(Note 4)

46,086

39,515

Obligations related to securities sold under repurchase agreements

193,856

201,900

Securitization liabilities at amortized cost

(Note 4)

12,652

12,365

Amounts payable to brokers, dealers, and clients

26,622

26,598

Insurance contract liabilities

6,910

7,169

Other liabilities

(Note 10)

50,171

51,878

336,297

339,425

Subordinated notes and debentures (Notes 4, 11)

13,671

11,473

Total liabilities

1,974,550

1,946,591

EQUITY

Shareholders’ Equity

Common shares

(Note 12)

25,528

25,373

Preferred shares and other equity instruments

(Note 12)

11,138

10,888

Treasury – common shares

(Note 12)

(38)

(17)

Treasury – preferred shares and other

equity instruments

(Note 12)

(51)

(18)

Contributed surplus

189

204

Retained earnings

71,718

70,826

Accumulated other comprehensive income (loss)

10,520

7,904

Total equity

119,004

115,160

Total liabilities and equity

$

2,093,554

$

2,061,751

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

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

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INTERIM CONSOLIDATED STATEMENT OF INCOME (LOSS)

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

January 31

2025

2024

Interest income

1

(Note 19)

Loans

$

13,467

$

12,995

Reverse repurchase agreements

2,606

2,938

Securities

Interest

4,702

5,276

Dividends

523

548

Deposits with banks

1,574

1,056

22,872

22,813

Interest expense (Note 19)

Deposits

11,223

11,484

Securitization liabilities

228

257

Subordinated notes and debentures

135

94

Repurchase agreements and short sales

2,990

3,205

Other

430

285

15,006

15,325

Net interest income

7,866

7,488

Non-interest income

Investment and securities services

2,014

1,745

Credit fees

419

569

Trading income (loss)

1,305

925

Service charges

686

654

Card services

773

762

Insurance revenue

1,870

1,676

Other income (loss)

(Note 5)

(884)

(105)

6,183

6,226

Total revenue

14,049

13,714

Provision for (recovery of) credit losses

(Note 6)

1,212

1,001

Insurance service expenses

1,507

1,366

Non-interest expenses

Salaries and employee benefits

4,650

4,314

Occupancy, including depreciation

512

468

Technology and equipment, including depreciation

689

638

Amortization of other intangibles

187

185

Communication and marketing

341

325

Restructuring charges

291

Brokerage-related and sub-advisory fees

129

130

Professional, advisory and outside services

893

565

Other

669

1,114

8,070

8,030

Income before income taxes and share

of net income from investment

in Schwab

3,260

3,317

Provision for (recovery of) income taxes

698

634

Share of net income from investment

in Schwab (Note 7)

231

141

Net income (loss)

2,793

2,824

Preferred dividends and distributions

on other equity instruments

86

74

Net income (loss) attributable to common

shareholders

$

2,707

$

2,750

Earnings (loss) per share

(Canadian dollars)

(Note 16)

Basic

$

1.55

$

1.55

Diluted

1.55

1.55

Dividends per common share

(Canadian dollars)

1.05

1.02

1

Includes $

20,746

million and $

20,499

million, for the three months ended January 31, 2025 and January 31, 2024, 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2025

2024

Net income

$

2,793

$

2,824

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)

134

339

Reclassification to earnings of net loss/(gain)

9

(6)

Changes in allowance for credit losses recognized

in earnings

(1)

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

(35)

(85)

Reclassification to earnings of net loss/(gain)

2

3

109

250

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

5,219

(3,883)

Net gain/(loss) on hedges

(3,576)

2,432

Income taxes relating to:

Net gain/(loss) on hedges

993

(676)

2,636

(2,127)

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

1,489

275

Reclassification to earnings of loss/(gain)

(1,184)

2,440

Income taxes relating to:

Change in gain/(loss)

(381)

(89)

Reclassification to earnings of loss/(gain)

281

(658)

205

1,968

Share of other comprehensive income (loss)

from investment in Schwab

(338)

882

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

23

(227)

Income taxes

(5)

63

18

(164)

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

14

200

Income taxes

(3)

(54)

11

146

Gain/(loss) from changes in fair value due

to own credit risk on

financial liabilities designated at fair value

through profit or loss

Gain/(loss)

(10)

(54)

Income taxes

3

15

(7)

(39)

Total other comprehensive income (loss)

2,634

916

Total comprehensive income (loss)

$

5,427

$

3,740

Attributable to:

Common shareholders

$

5,341

$

3,666

Preferred shareholders and other equity instrument

holders

86

74

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

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

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INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31, 2025

January 31, 2024

Common shares (Note 12)

Balance at beginning of period

$

25,373

$

25,434

Proceeds from shares issued on exercise of stock options

25

42

Shares issued as a result of dividend reinvestment plan

130

137

Purchase of shares for cancellation and other

(295)

Balance at end of period

25,528

25,318

Preferred shares and other equity instruments (Note 12)

Balance at beginning of period

10,888

10,853

Issuance of shares and other equity instruments

750

Redemption of shares and other equity instruments

(500)

Balance at end of period

11,138

10,853

Treasury – common shares (Note 12)

Balance at beginning of period

(17)

(64)

Purchase of shares

(3,504)

(3,096)

Sale of shares

3,483

3,102

Balance at end of period

(38)

(58)

Treasury – preferred shares and other equity instruments (Note 12)

Balance at beginning of period

(18)

(65)

Purchase of shares and other equity instruments

(1,120)

(98)

Sale of shares and other equity instruments

1,087

136

Balance at end of period

(51)

(27)

Contributed surplus

Balance at beginning of period

204

155

Net premium (discount) on sale of treasury instruments

(12)

13

Issuance of stock options, net of options exercised

5

Other

(3)

(1)

Balance at end of period

189

172

Retained earnings

Balance at beginning of period

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

2,793

2,824

Common dividends

(1,836)

(1,807)

Preferred dividends and distributions on other equity instruments

(86)

(74)

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)

(1,428)

Remeasurement gain/(loss) on employee benefit plans

18

(164)

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

other comprehensive income

5

(2)

Balance at end of period

71,718

72,347

Accumulated other comprehensive income (loss)

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

Balance at beginning of period

(208)

(413)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

1

10

Other comprehensive income (loss)

110

241

Allowance for credit losses

(1)

(1)

Balance at end of period

(99)

(163)

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

other comprehensive income:

Balance at beginning of period

35

(127)

Other comprehensive income (loss)

16

144

Reclassification of loss/(gain) to retained earnings

(5)

2

Balance at end of period

46

19

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

(22)

(38)

Other comprehensive income (loss)

(7)

(39)

Balance at end of period

(29)

(77)

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

operations, net of hedging activities:

Balance at beginning of period

12,893

12,677

Other comprehensive income (loss)

2,636

(2,127)

Balance at end of period

15,529

10,550

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

Balance at beginning of period

(2,924)

(5,472)

Other comprehensive income (loss)

205

1,968

Balance at end of period

(2,719)

(3,504)

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

(2,208)

(2,995)

Total accumulated other comprehensive income

10,520

3,830

Total equity

$

119,004

$

112,435

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 55

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2025

2024

Cash flows from (used in) operating activities

Net income

$

2,793

$

2,824

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

activities

Provision for (recovery of) credit losses

(Note 6)

1,212

1,001

Depreciation

345

314

Amortization of other intangibles

187

185

Net securities loss/(gain)

(Note 5)

920

(6)

Share of net income from investment in Schwab

(Note 7)

(231)

(141)

Deferred taxes

(70)

(67)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 8, 10)

(237)

164

Securities sold under repurchase agreements

(8,044)

7,275

Securities purchased under reverse repurchase agreements

(13,902)

5,254

Securities sold short

6,571

(1,786)

Trading loans, securities, and other

(23,085)

(9,430)

Loans net of securitization and sales

(17,124)

(9,413)

Deposits

18,592

(17,282)

Derivatives

825

9,241

Non-trading financial assets at fair value through profit or

loss

(941)

355

Financial assets and liabilities designated at fair value through

profit or loss

2,904

(12,170)

Securitization liabilities

1,149

1,769

Current taxes

(1,581)

1,568

Brokers, dealers, and clients amounts receivable and

payable

(3,979)

(1,214)

Other, including unrealized foreign currency

translation loss/(gain)

(16,583)

1,447

Net cash from (used in) operating activities

(50,279)

(20,112)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

(Note 11)

2,112

Redemption or repurchase of subordinated notes and

debentures

(67)

(24)

Common shares issued, net of issuance costs

(Note 12)

22

37

Repurchase of common shares, including tax on net value

of share repurchases

(Note 12)

(1,723)

Preferred shares and other equity instruments issued,

net of issuance costs

(Note 12)

748

Redemption of preferred shares and other equity instruments

(Note 12)

(500)

Sale of treasury shares and other equity instruments

(Note 12)

4,558

3,251

Purchase of treasury shares and other equity instruments

(Note 12)

(4,624)

(3,194)

Dividends paid on shares and distributions paid on other equity

instruments

(1,792)

(1,744)

Repayment of lease liabilities

(169)

(167)

Net cash from (used in) financing activities

288

(3,564)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

39,040

21,136

Activities in financial assets at fair value through other comprehensive

income

Purchases

(20,977)

(7,301)

Proceeds from maturities

8,306

3,308

Proceeds from sales

840

738

Activities in debt securities at amortized cost

Purchases

(7,133)

(3,238)

Proceeds from maturities

12,590

8,707

Proceeds from sales

17,752

498

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(497)

(471)

Net cash acquired from divestitures

70

Net cash from (used in) investing activities

49,921

23,447

Effect of exchange rate changes on cash and

due from banks

185

(159)

Net increase (decrease) in cash and due from banks

115

(388)

Cash and due from banks at beginning of period

6,437

6,721

Cash and due from banks at end of period

$

6,552

$

6,333

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

$

1,321

$

582

Amount of interest paid during the period

15,478

15,178

Amount of interest received during the period

22,584

22,282

Amount of dividends received during the period

626

676

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

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 56

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: NATURE OF OPERATIONS

CORPORATE INFORMATION

The Toronto-Dominion Bank is a bank chartered under the

Bank Act (Canada)

. The shareholders of a bank are not, as

shareholders, liable for any liability, act, or

default of the bank except as otherwise provided

under the

Bank Act (Canada)

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

as

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

was formed through the amalgamation on

February 1, 1955,

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

Dominion Bank (chartered in 1869). The Bank

is incorporated and domiciled in Canada

with its registered and principal business

offices located at 66 Wellington

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

operating in a number of locations in key

financial centres around the globe:

Canadian Personal and Commercial

Banking, U.S. Retail, Wealth Management and

Insurance, and Wholesale Banking.

BASIS OF PREPARATION

The accompanying Interim Consolidated

Financial Statements and accounting principles

followed by the Bank have been prepared in

accordance with

International Financial Reporting Standards

(IFRS), as issued by the International

Accounting Standards Board (IASB), including

the accounting requirements of

the Office of the Superintendent of Financial Institutions

Canada (OSFI).

The Interim Consolidated Financial Statements

are presented in Canadian dollars, unless

otherwise indicated.

These Interim Consolidated Financial Statements

were prepared on a condensed basis in

accordance with International Accounting Standard

34,

Interim

Financial Reporting

using the accounting policies as described

in Note 2 of the Bank’s 2024 Annual Consolidated

Financial Statements. 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 months ended January 31, 2025,

were approved and authorized for issue by

the Bank’s Board of

Directors, in accordance with a recommendation

of the Audit Committee, on February

26, 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 months ended

January 31, 2025.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new accounting standards

or amendments issued during the three

months ended January 31, 2025. Refer to Note

2 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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 57

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 months ended

January 31, 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

January 31, 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

$

195,194

$

192,005

$

206,815

$

202,667

Other debt securities

60,549

59,641

64,800

63,509

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

255,743

251,646

271,615

266,176

Total loans, net of allowance for loan losses

965,312

966,640

949,549

949,227

Total financial assets not carried at fair value

$

1,221,055

$

1,218,286

$

1,221,164

$

1,215,403

FINANCIAL LIABILITIES

Deposits

$

1,290,486

$

1,289,027

$

1,268,680

$

1,266,562

Securitization liabilities at amortized

cost

12,652

12,492

12,365

12,123

Subordinated notes and debentures

13,671

13,961

11,473

11,628

Total financial liabilities not carried at fair value

$

1,316,809

$

1,315,480

$

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 58

(b)

FAIR VALUE HIERARCHY

The following table presents the levels within

the fair value hierarchy for each of the assets

and liabilities measured at fair value on

a recurring basis as at

January 31, 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

January 31, 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

$

967

$

10,231

$

$

11,198

$

691

$

9,551

$

$

10,242

Provinces

7,057

7,057

6,398

6,398

U.S. federal, state, municipal governments,

and agencies debt

22,890

22,890

18,861

18,861

Other OECD

2

government-guaranteed debt

9,475

9,475

9,722

9,722

Mortgage-backed securities

1,237

1,237

1,352

1,352

Other debt securities

Canadian issuers

7,171

10

7,181

6,611

12

6,623

Other issuers

17,043

1

17,044

15,845

14

15,859

Equity securities

76,844

56

8

76,908

68,682

34

12

68,728

Trading loans

24,178

24,178

23,518

23,518

Commodities

21,136

550

21,686

13,504

962

14,466

Retained interests

1

1

1

1

98,947

99,889

19

198,855

82,877

92,855

38

175,770

Non-trading financial assets at fair value

through profit or loss

Securities

407

1,738

1,287

3,432

391

1,188

1,233

2,812

Loans

3,378

3,378

3,057

3,057

407

5,116

1,287

6,810

391

4,245

1,233

5,869

Derivatives

Interest rate contracts

4

16,582

16,586

2

15,440

15,442

Foreign exchange contracts

40

56,711

23

56,774

47

51,001

13

51,061

Credit contracts

18

18

6

6

Equity contracts

118

6,649

6,767

64

6,167

6,231

Commodity contracts

376

3,349

15

3,740

548

4,756

17

5,321

538

83,309

38

83,885

661

77,370

30

78,061

Financial assets designated at

fair value through profit or loss

Securities

1

6,299

6,299

6,417

6,417

6,299

6,299

6,417

6,417

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

16,457

16,457

18,139

18,139

Provinces

21,911

21,911

21,270

21,270

U.S. federal, state, municipal governments,

and agencies debt

45,217

45,217

35,197

35,197

Other OECD government-guaranteed debt

5,251

5,251

1,679

1,679

Mortgage-backed securities

2,093

2,093

2,137

2,137

Other debt securities

Asset-backed securities

3,032

3,032

1,384

1,384

Corporate and other debt

10,264

3

10,267

9,439

7

9,446

Equity securities

1,070

2

3,174

4,246

1,058

2

3,355

4,415

Loans

217

217

230

230

1,070

104,444

3,177

108,691

1,058

89,477

3,362

93,897

Securities purchased under reverse

repurchase agreements

8,800

8,800

10,488

10,488

FINANCIAL LIABILITIES

Trading deposits

26,739

459

27,198

29,907

505

30,412

Derivatives

Interest rate contracts

4

14,100

155

14,259

3

13,283

158

13,444

Foreign exchange contracts

56

47,169

2

47,227

30

40,936

12

40,978

Credit contracts

456

456

403

403

Equity contracts

8,869

29

8,898

7,974

24

7,998

Commodity contracts

389

3,769

19

4,177

673

4,845

27

5,545

449

74,363

205

75,017

706

67,441

221

68,368

Securitization liabilities at fair value

21,181

21,181

20,319

20,319

Financial liabilities designated at fair value

through profit or loss

210,699

1

210,700

207,890

24

207,914

Obligations related to securities sold short

1

3,111

42,975

46,086

1,783

37,732

39,515

Obligations related to securities sold

under repurchase agreements

12,236

12,236

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).

(c)

TRANSFERS BETWEEN FAIR VALUE HIERARCHY LEVELS FOR ASSETS

AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Bank’s policy is to record transfers of assets

and liabilities between the different levels of

the fair value hierarchy using the fair values

as at the end of each

reporting period.

There were no significant transfers between

Level 1 and Level 2 during the three months

ended January 31, 2025

and January 31, 2024.

There were no significant transfers between

Level 2 and Level 3 during the three

months ended January 31, 2025

and January 31, 2024.

There were no significant changes to the unobservable

inputs and sensitivities for assets and liabilities

classified as Level 3 during the three

months ended

January 31, 2025, and January 31, 2024.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 59

(d)

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

The following tables set out changes in fair

value of all assets and liabilities measured

at fair value using significant Level 3 unobservable

inputs for the three

months ended January 31, 2025 and January

31, 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

November 1

Included

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2024

in income

2

in OCI

3,4

Issuances

Settlements

Level 3

Level 3

2025

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

$

$

$

$

$

$

$

$

Other debt securities

26

(15)

11

(1)

Equity securities

12

2

1

(7)

8

38

2

1

(22)

19

(1)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,233

30

43

(19)

1,287

7

1,233

30

43

(19)

1,287

7

Financial assets at fair value

through other

comprehensive income

Other debt securities

7

(4)

3

Equity securities

3,355

2

(183)

3,174

$

3,362

$

$

$

2

$

(187)

$

$

$

3,177

$

FINANCIAL LIABILITIES

Trading deposits

6

$

(505)

$

4

$

$

(72)

$

114

$

$

$

(459)

$

6

Derivatives

7

Interest rate contracts

(158)

(6)

9

(155)

2

Foreign exchange contracts

1

6

5

7

2

21

11

Equity contracts

(24)

(5)

(1)

1

(29)

(7)

Commodity contracts

(10)

6

(4)

7

(191)

1

13

8

2

(167)

13

Financial liabilities designated

at fair value

through profit or loss

(24)

(6)

29

(1)

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

November 1

Included

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2023

in income

2

in OCI

4

Issuances

Settlements

Level 3

Level 3

2024

still held

4

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

67

$

$

$

$

(33)

$

$

$

34

$

(1)

Other debt securities

65

3

72

(81)

2

61

(1)

Equity securities

10

(1)

(2)

7

142

2

72

(116)

2

102

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

980

13

91

(5)

1,079

17

980

13

91

(5)

1,079

17

Financial assets at fair value

through other

comprehensive income

Other debt securities

27

(3)

3

(1)

26

(3)

Equity securities

2,377

(10)

6

(231)

2,142

2

$

2,404

$

$

(13)

$

9

$

(232)

$

$

$

2,168

$

(1)

FINANCIAL LIABILITIES

Trading deposits

6

$

(985)

$

(24)

$

$

(56)

$

21

$

$

5

$

(1,039)

$

(43)

Derivatives

7

Interest rate contracts

(126)

(23)

12

(137)

(12)

Foreign exchange contracts

(6)

2

3

(1)

(1)

Equity contracts

(21)

(6)

(1)

(28)

(5)

Commodity contracts

(1)

10

(19)

(10)

(17)

(154)

(17)

(7)

(1)

3

(176)

(35)

Financial liabilities designated

at fair value

through profit or loss

(22)

38

(54)

14

(24)

38

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 AOCI.

6

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

7

Consists of derivative assets of $

38

million (January 31, 2024 – $

10

million; October 31, 2024/November 1, 2024 – $

30

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

22

million) and

derivative liabilities of $

205

million (January 31, 2024 – $

186

million; October 31, 2024/November 1, 2024 – $

221

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

176

million) which have

been netted in this table for presentation purposes only.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 60

NOTE 5: SECURITIES

(a)

UNREALIZED SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at January 31, 2025

and October 31, 2024.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

January 31, 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

$

16,603

$

15

$

(161)

$

16,457

$

18,281

$

17

$

(159)

$

18,139

Provinces

21,893

80

(62)

21,911

21,263

77

(70)

21,270

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

agencies debt

45,288

58

(129)

45,217

35,371

22

(196)

35,197

Other OECD government-guaranteed debt

5,249

8

(6)

5,251

1,687

1

(9)

1,679

Mortgage-backed securities

2,072

25

(4)

2,093

2,125

17

(5)

2,137

91,105

186

(362)

90,929

78,727

134

(439)

78,422

Other debt securities

Asset-backed securities

3,037

3

(8)

3,032

1,397

1

(14)

1,384

Corporate and other debt

10,228

98

(59)

10,267

9,419

77

(50)

9,446

13,265

101

(67)

13,299

10,816

78

(64)

10,830

Total debt securities

104,370

287

(429)

104,228

89,543

212

(503)

89,252

Equity securities

Common shares

3,633

174

(82)

3,725

3,810

176

(72)

3,914

Preferred shares

626

49

(154)

521

632

29

(160)

501

4,259

223

(236)

4,246

4,442

205

(232)

4,415

Total securities at fair value through

other comprehensive income

$

108,629

$

510

$

(665)

$

108,474

$

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

January 31, 2025

and October 31, 2024, and dividend income

recognized on these securities for

the three months ended January 31, 2025 and

January 31, 2024.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

January 31, 2025

October 31, 2024

January 31, 2025

January 31, 2024

Fair value

Dividend income recognized

Common shares

$

3,725

$

3,914

$

27

$

17

Preferred shares

521

501

39

38

Total

$

4,246

$

4,415

$

66

$

55

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

January 31, 2025

January 31, 2024

Equity Securities

Fair value

$

64

$

42

Cumulative realized gain/(loss)

6

FHLB Stock

Fair value

318

159

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 months ended January 31, 2025

and January 31, 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

January 31, 2025

January 31, 2024

Debt securities at amortized cost

$

(911)

$

Debt securities at fair value through other

comprehensive income

(9)

6

Total

$

(920)

$

6

1

Includes $

923

million (US$

649

million) (three months ended January 31, 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 February 26, 2025, the Bank has sold additional debt securities during the second quarter of

fiscal 2025, resulting in approximately $

281

million (US$

197

million) of

additional pre-tax losses on debt securities.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 61

(d)

CREDIT QUALITY OF DEBT SECURITIES

The Bank evaluates non-retail credit risk

on an individual borrower basis, using both

a borrower risk rating (BRR) and facility

risk rating, as detailed in the shaded

area of the “Managing Risk” section of the 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

January 31, 2025

October 31, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

1

Investment grade

$

359,491

$

$

n/a

2

$

359,491

$

360,272

$

$

n/a

$

360,272

Non-investment grade

312

111

n/a

423

439

91

n/a

530

Watch and classified

n/a

60

n/a

60

n/a

68

n/a

68

Default

n/a

n/a

n/a

n/a

Total debt securities

359,803

171

359,974

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

$

359,800

$

171

$

$

359,971

$

360,708

$

159

$

$

360,867

1

Includes debt securities backed by government-guaranteed loans of $

112

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 January 31, 2025, total debt securities,

net of allowance,

in the table above, include debt securities

measured at amortized cost, net of allowance,

of

$

255,743

million (October 31, 2024 – $

271,615

million), and debt securities measured at

FVOCI of $

104,228

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

January 31, 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 January 31, 2025 and October

31, 2024.

Loans

(millions of Canadian dollars)

As at

January 31, 2025

October 31, 2024

Residential mortgages

$

334,103

$

331,649

Consumer instalment and other personal

232,675

228,382

Credit card

41,585

40,639

Business and government

365,603

356,973

973,966

957,643

Loans at FVOCI

(Note 4)

217

230

Total loans

974,183

957,873

Total allowance for loan losses

8,655

8,094

Total loans, net of allowance

$

965,528

$

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

January 31, 2025

October 31, 2024

Loans at amortized cost

$

365,603

$

356,973

Loans at FVOCI

(Note 4)

217

230

Loans

365,820

357,203

Allowance for loan losses

3,864

3,583

Loans, net of allowance

$

361,956

$

353,620

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 62

(b)

CREDIT QUALITY OF LOANS

In the retail portfolio, including individuals and

small businesses, the Bank manages exposures

on a pooled basis, using predictive credit

scoring techniques. For

non-retail exposures, each borrower is assigned

a BRR that reflects the probability of default

(PD)

of the borrower using proprietary industry

and sector specific

risk models and expert judgment. Refer to

the shaded areas of the “Managing Risk”

section of the 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

January 31, 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

$

244,306

$

667

$

n/a

$

244,973

$

238,101

$

655

$

n/a

$

238,756

Normal Risk

61,347

14,132

n/a

75,479

65,318

13,620

n/a

78,938

Medium Risk

360

9,236

n/a

9,596

370

9,614

n/a

9,984

High Risk

6

3,159

409

3,574

5

3,201

347

3,553

Default

n/a

n/a

481

481

n/a

n/a

418

418

Total loans

306,019

27,194

890

334,103

303,794

27,090

765

331,649

Allowance for loan losses

114

181

73

368

116

189

60

365

Loans, net of allowance

305,905

27,013

817

333,735

303,678

26,901

705

331,284

Consumer instalment and other personal

4

Low Risk

104,356

2,550

n/a

106,906

101,171

2,624

n/a

103,795

Normal Risk

66,013

12,497

n/a

78,510

66,105

12,054

n/a

78,159

Medium Risk

27,687

6,101

n/a

33,788

27,188

6,352

n/a

33,540

High Risk

4,090

8,313

447

12,850

4,017

7,881

412

12,310

Default

n/a

n/a

621

621

n/a

n/a

578

578

Total loans

202,146

29,461

1,068

232,675

198,481

28,911

990

228,382

Allowance for loan losses

658

1,175

282

2,115

667

1,120

262

2,049

Loans, net of allowance

201,488

28,286

786

230,560

197,814

27,791

728

226,333

Credit card

Low Risk

9,775

15

n/a

9,790

6,902

16

n/a

6,918

Normal Risk

11,866

191

n/a

12,057

11,714

188

n/a

11,902

Medium Risk

11,929

1,099

n/a

13,028

12,908

1,122

n/a

14,030

High Risk

2,522

3,584

472

6,578

2,832

4,382

437

7,651

Default

n/a

n/a

132

132

n/a

n/a

138

138

Total loans

36,092

4,889

604

41,585

34,356

5,708

575

40,639

Allowance for loan losses

731

1,079

498

2,308

704

1,015

378

2,097

Loans, net of allowance

35,361

3,810

106

39,277

33,652

4,693

197

38,542

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

161,478

134

n/a

161,612

158,425

102

n/a

158,527

Non-investment grade or Medium Risk

171,458

11,977

n/a

183,435

166,892

11,851

n/a

178,743

Watch and classified or High Risk

578

17,304

118

18,000

704

16,610

89

17,403

Default

n/a

n/a

2,773

2,773

n/a

n/a

2,530

2,530

Total loans

333,514

29,415

2,891

365,820

326,021

28,563

2,619

357,203

Allowance for loan losses

1,095

1,804

965

3,864

983

1,758

842

3,583

Loans, net of allowance

332,419

27,611

1,926

361,956

325,038

26,805

1,777

353,620

Total loans

877,771

90,959

5,453

974,183

862,652

90,272

4,949

957,873

Total allowance for loan losses

2,598

4,239

1,818

8,655

2,470

4,082

1,542

8,094

Total loans, net of allowance

$

875,173

$

86,720

$

3,635

$

965,528

$

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 $

24

billion (October 31, 2024 – $

24

billion) and $

3

billion (October 31, 2024 –

$

3

billion), respectively.

3

Includes insured mortgages of $

71

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 $

24

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 63

Loans by Risk Ratings

(Continued)

– Off-Balance Sheet Credit Instruments

1

(millions of Canadian dollars)

As at

January 31, 2025

October 31, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

2

Low Risk

$

322,804

$

1,281

$

n/a

$

324,085

$

268,234

$

1,365

$

n/a

$

269,599

Normal Risk

55,011

1,331

n/a

56,342

93,576

1,332

n/a

94,908

Medium Risk

14,826

1,094

n/a

15,920

18,562

1,247

n/a

19,809

High Risk

1,093

710

1,803

1,126

1,181

2,307

Default

n/a

n/a

n/a

n/a

Non-Retail Exposures

3

Investment grade

300,630

n/a

300,630

287,830

n/a

287,830

Non-investment grade

104,961

6,875

n/a

111,836

99,866

6,968

n/a

106,834

Watch and classified

490

6,122

6,612

328

5,418

5,746

Default

n/a

n/a

133

133

n/a

n/a

252

252

Total off-balance sheet credit

instruments

799,815

17,413

133

817,361

769,522

17,511

252

787,285

Allowance for off-balance sheet credit

instruments

398

535

6

939

439

593

11

1,043

Total off-balance sheet credit

instruments, net of allowance

$

799,417

$

16,878

$

127

$

816,422

$

769,083

$

16,918

$

241

$

786,242

1

Excludes mortgage commitments.

2

Includes $

396

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 $

69

billion (October 31, 2024 – $

66

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

(c)

ALLOWANCE FOR CREDIT LOSSES

The following table provides details on

the Bank’s allowance for credit losses as at and

for the three months ended January 31, 2025

and January 31, 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

January 31, 2025

January 31, 2024

Residential mortgages

$

365

$

(1)

$

(1)

$

5

$

368

$

403

$

8

$

(2)

$

1

$

410

Consumer instalment and other

personal

2,133

356

(334)

34

2,189

1,895

382

(275)

(23)

1,979

Credit card

2,699

450

(436)

84

2,797

2,577

430

(369)

(61)

2,577

Business and government

3,940

407

(186)

79

4,240

3,310

181

(113)

(79)

3,299

Total allowance for loan losses,

including off-balance sheet

instruments

9,137

1,212

(957)

202

9,594

8,185

1,001

(759)

(162)

8,265

Debt securities at amortized cost

3

3

2

2

Debt securities at FVOCI

1

1

2

(1)

1

Total allowance for credit

losses on debt securities

4

4

4

(1)

3

Total allowance for credit losses

$

9,141

$

1,212

$

(957)

$

202

$

9,598

$

8,189

$

1,001

$

(759)

$

(163)

$

8,268

Comprising:

Allowance for credit losses on

loans at amortized cost

$

8,094

$

8,654

$

7,136

$

7,265

Allowance for credit losses on

loans at FVOCI

1

Allowance for loan losses

8,094

8,655

7,136

7,265

Allowance for off-balance sheet

instruments

1,043

939

1,049

1,000

Allowance for credit losses on

debt securities

4

4

4

3

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 64

(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

January 31, 2025 and

January 31, 2024.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

January 31, 2025

January 31, 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

35

(34)

(1)

36

(33)

(3)

Transfer to Stage 2

(6)

11

(5)

(10)

15

(5)

Transfer to Stage 3

(11)

11

(9)

9

Net remeasurement due to transfers into stage

2

(7)

4

(3)

(6)

7

1

New originations or purchases

3

7

n/a

n/a

7

8

n/a

n/a

8

Net repayments

4

(1)

(1)

(2)

(1)

(1)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(4)

(4)

(6)

(14)

(2)

(5)

(4)

(11)

Changes to risk, parameters, and models

6

(28)

26

13

11

(40)

45

6

11

Disposals

Write-offs

(1)

(1)

(2)

(2)

Recoveries

Foreign exchange and other adjustments

2

1

2

5

(2)

3

1

Balance at end of period

$

114

$

181

$

73

$

368

$

137

$

212

$

61

$

410

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

185

(184)

(1)

131

(130)

(1)

Transfer to Stage 2

(64)

87

(23)

(72)

91

(19)

Transfer to Stage 3

(3)

(73)

76

(3)

(60)

63

Net remeasurement due to transfers into stage

2

(82)

76

2

(4)

(54)

86

2

34

New originations or purchases

3

84

n/a

n/a

84

89

n/a

n/a

89

Net repayments

4

(22)

(25)

(4)

(51)

(18)

(21)

(3)

(42)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(21)

(30)

(10)

(61)

(17)

(20)

(10)

(47)

Changes to risk, parameters, and models

6

(102)

181

309

388

(71)

146

273

348

Disposals

Write-offs

(412)

(412)

(347)

(347)

Recoveries

78

78

72

72

Foreign exchange and other adjustments

12

17

5

34

(9)

(12)

(2)

(23)

Balance, including off-balance sheet instruments,

at end of period

683

1,224

282

2,189

664

1,090

225

1,979

Less: Allowance for off-balance sheet instruments

7

25

49

74

30

55

85

Balance at end of period

$

658

$

1,175

$

282

$

2,115

$

634

$

1,035

$

225

$

1,894

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

485

(474)

(11)

246

(239)

(7)

Transfer to Stage 2

(86)

107

(21)

(95)

111

(16)

Transfer to Stage 3

(5)

(242)

247

(6)

(223)

229

Net remeasurement due to transfers into stage

2

(222)

112

7

(103)

(108)

139

7

38

New originations or purchases

3

36

n/a

n/a

36

39

n/a

n/a

39

Net repayments

4

18

4

18

40

22

5

17

44

Derecognition of financial assets (excluding

disposals and write-offs)

5

(27)

(22)

(75)

(124)

(10)

(16)

(84)

(110)

Changes to risk, parameters, and models

6

(247)

473

375

601

(175)

300

294

419

Disposals

Write-offs

(529)

(529)

(444)

(444)

Recoveries

93

93

75

75

Foreign exchange and other adjustments

28

40

16

84

(21)

(29)

(11)

(61)

Balance, including off-balance sheet instruments,

at end of period

927

1,372

498

2,797

880

1,325

372

2,577

Less: Allowance for off-balance sheet instruments

7

196

293

489

240

366

606

Balance at end of period

$

731

$

1,079

$

498

$

2,308

$

640

$

959

$

372

$

1,971

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 65

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

January 31, 2025

January 31, 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

88

(88)

62

(62)

Transfer to Stage 2

(153)

158

(5)

(117)

120

(3)

Transfer to Stage 3

(3)

(152)

155

(14)

(55)

69

Net remeasurement due to transfers into stage

2

(28)

58

1

31

(21)

42

4

25

New originations or purchases

2

300

n/a

n/a

300

271

n/a

n/a

271

Net repayments

2

17

(19)

(10)

(12)

8

(8)

(26)

(26)

Derecognition of financial assets (excluding

disposals and write-offs)

2

(169)

(196)

(76)

(441)

(172)

(99)

(45)

(316)

Changes to risk, parameters, and models

2

29

250

250

529

(162)

202

187

227

Disposals

(9)

(9)

Write-offs

(202)

(202)

(124)

(124)

Recoveries

16

16

11

11

Foreign exchange and other adjustments

41

49

(2)

88

(35)

(30)

(14)

(79)

Balance, including off-balance sheet instruments,

at end of period

1,272

1,997

971

4,240

1,139

1,631

529

3,299

Less: Allowance for off-balance sheet instruments

3

177

193

6

376

154

151

4

309

Balance at end of period

1,095

1,804

965

3,864

985

1,480

525

2,990

Total Allowance, including

off-balance sheet

instruments, at end of period

2,996

4,774

1,824

9,594

2,820

4,258

1,187

8,265

Less: Total Allowance for

off-balance sheet

instruments

3

398

535

6

939

424

572

4

1,000

Total Allowance for Loan Losses

at end of period

$

2,598

$

4,239

$

1,818

$

8,655

$

2,396

$

3,686

$

1,183

$

7,265

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 • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 66

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 January 31, 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 forecasts reflect

some tempering to growth considering policy

and trade uncertainty, but do not factor in the pending

March 4, 2025 tariffs by the U.S. administration on

Canada

and Mexico as well as retaliatory actions.

These actions – along with the potential

for additional measures on these and other

countries – represent a significant

downside risk to the global outlook.

Macroeconomic Variables

As at

January 31, 2025

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q1 2025-

4-year

Q1 2025-

4-year

Q1 2025-

4-year

Q4 2025

1

period

1

Q4 2025

1

period

1

Q4 2025

1

period

1

Unemployment rate

Canada

6.5

%

5.9

%

5.7

%

5.6

%

7.6

%

7.2

%

United States

4.3

4.0

3.9

3.8

5.4

5.4

Real GDP

Canada

1.7

1.9

2.0

2.2

(0.5)

2.2

United States

2.0

1.9

2.7

2.3

(0.2)

2.3

Home prices

Canada (average existing price)

2

8.0

2.7

8.7

3.2

(3.7)

3.2

United States (CoreLogic HPI)

3

3.3

3.0

5.1

3.7

(6.1)

4.0

Central bank policy interest rate

Canada

2.63

2.25

3.25

2.55

1.63

1.56

United States

3.88

3.02

4.50

3.31

2.31

2.19

U.S. 10-year treasury yield

4.02

3.70

4.50

4.01

3.78

3.61

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

1.71

1.80

1.43

1.74

2.48

2.10

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

$

0.70

$

0.75

$

0.73

$

0.76

$

0.66

$

0.70

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

January 31, 2025

October 31, 2024

Probability-weighted ECLs

$

7,770

$

7,584

Base ECLs

7,379

7,185

Difference – in amount

$

391

$

399

Difference – in percentage

5.3

%

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

January 31, 2025

October 31, 2024

Probability-weighted ECLs

$

7,770

$

7,584

All performing loans and off-balance sheet instruments

using 12-month ECLs

5,908

5,631

Incremental lifetime ECLs impact

$

1,862

$

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 $

174

million as at January 31, 2025 (October 31, 2024

– $

126

million) and were recorded in Other assets

on the Interim Consolidated

Balance Sheet.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 67

(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

January 31, 2025

October 31, 2024

31-60

61-89

31-60

61-89

days

days

Total

days

days

Total

Residential mortgages

$

345

$

193

$

538

$

443

$

111

$

554

Consumer instalment and other personal

990

367

1,357

983

335

1,318

Credit card

392

261

653

375

269

644

Business and government

198

136

334

244

83

327

Total

$

1,925

$

957

$

2,882

$

2,045

$

798

$

2,843

1

Includes loans that are measured at FVOCI.

(i)

SALE OF U.S. RESIDENTIAL MORTGAGE

LOANS

Subsequent to quarter end, the Bank reached

an agreement to sell approximately US$

9

billion of certain U.S. residential mortgage loans

(correspondent lending

loans), which is expected to result in

a recognition of a pre-tax loss of approximately

US$

600

million in the second quarter of 2025. 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

As at January 31, 2025, the Bank had

significant influence over The Charles Schwab

Corporation (“Schwab”) and the ability

to participate in the financial and

operational policy-making decisions

of Schwab through a combination of the Bank’s ownership,

board representation and the insured

deposit account agreement

(“IDA Agreement”) between the Bank and

Schwab. As such, 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

took into account changes in the one-month

lag period that

would significantly affect the results.

On August 21, 2024, the Bank sold

40.5

million shares of common stock of Schwab for

proceeds of approximately $

3.4

billion (US$

2.5

billion). The share sale

reduced the Bank’s ownership interest in Schwab

from

12.3

% to

10.1

%. The Bank recognized approximately

$

1.0

billion (US$

0.7

billion) as other income (net of

$

0.5

billion (US$

0.4

billion) loss from AOCI reclassified

to earnings), in the fourth quarter of fiscal 2024.

As at January 31, 2025, the Bank’s reported investment

in Schwab was approximately

10.1

% (October 31, 2024 –

10.1

%), which consisted of

7.5

% of the

outstanding voting common shares and the remainder

in non-voting common shares of Schwab

with an aggregate fair value of $

22

billion (US$

15

billion) (October

31, 2024 – $

18

billion (US$

13

billion)) based on the closing price of

US$

82.72

(October 31, 2024 – US$

70.83

) on the New York Stock Exchange.

As at January 31, 2025, the Bank and Schwab

were party to a stockholder agreement

(the “Stockholder Agreement”) under

which the Bank had the right to

designate two members of Schwab’s Board of

Directors and had representation on two Board

Committees, subject to the Bank meeting

certain conditions. The

Bank’s designated directors as at January 31, 2025

were the Bank’s Group President and Chief Executive

Officer and the Bank’s former Chair of the Board. Under

the Stockholder Agreement, the Bank was not

permitted to own more than

9.9

% voting common shares of Schwab, and

the Bank was subject to customary

standstill restrictions and subject to certain

exceptions, transfer restrictions.

The carrying value of the Bank’s investment in

Schwab of $

9.2

billion as at January 31, 2025 (October

31, 2024 – $

9.0

billion) represented the Bank’s share of

Schwab’s stockholders’ equity, adjusted for goodwill, other intangibles,

and cumulative translation adjustment.

The Bank’s share of net income from its investment

in Schwab of $

231

million during the three months ended January

31, 2025 (January 31, 2024 – $

141

million), reflects net income after adjustments

for

amortization of certain intangibles net of tax.

On February 12, 2025, the Bank sold its entire

remaining equity investment in 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). In the second quarter of fiscal 2025,

the Bank is expected to recognize a net

gain on sale of its

investment in Schwab 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 will also recognize $

0.2

billion of underwriting fees in

its Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction is expected to increase

Common Equity Tier 1 (CET1) capital by approximately

238

bps, based on the Bank’s CET1 capital as at

January 31, 2025. The Bank continues to have

a business relationship with Schwab through

the IDA Agreement. The Stockholder Agreement

was terminated by

the Bank’s sale of its equity investment in Schwab

and the Bank will discontinue recording

its share of earnings available to common

shareholders from its

investment in Schwab in the second quarter

of fiscal 2025.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 68

The following tables represent the gross

amount of Schwab’s total assets, liabilities, net revenues,

net income available to common stockholders,

other

comprehensive income (loss), and comprehensive

income (loss).

Summarized Financial Information

(millions of Canadian dollars)

As at

December 31

September 30

2024

2024

Total assets

$

690,710

$

630,363

Total liabilities

621,077

566,502

(millions of Canadian dollars)

For the three months ended

December 31

December 31

2024

2023

Total net revenues

$

7,455

$

6,073

Total net income available to common stockholders

2,402

1,261

Total other comprehensive income (loss)

(322)

3,570

Total comprehensive income (loss)

2,080

4,831

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.

NOTE 8: OTHER ASSETS

Other Assets

(millions of Canadian dollars)

As at

January 31

October 31

2025

2024

Accounts receivable and other items

$

14,050

$

12,931

Accrued interest

5,274

5,509

Cheques and other items in transit

1,656

Current income tax receivable

5,688

4,061

Defined benefit asset

1,045

1,042

Prepaid expenses

2,345

1,794

Reinsurance contract assets

1,121

1,188

Total

$

29,523

$

28,181

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 69

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 January 31, 2025, was $

547

billion (October 31, 2024 – $

546

billion).

Deposits

(millions of Canadian dollars)

As at

January 31

October 31

By Type

By Country

2025

2024

Demand

Notice

Term

1

Canada

United States

International

Total

Total

Personal

$

20,403

$

498,175

$

141,894

$

345,373

$

315,099

$

$

660,472

$

641,667

Banks

13,176

290

37,230

20,008

29,987

701

50,696

57,698

Business and government

2

152,599

197,505

229,214

411,173

165,729

2,416

579,318

569,315

186,178

695,970

408,338

776,554

510,815

3,117

1,290,486

1,268,680

Trading

27,198

21,155

2,664

3,379

27,198

30,412

Designated at fair value through

profit or loss

3

210,474

57,577

79,800

73,097

210,474

207,668

Total

$

186,178

$

695,970

$

646,010

$

855,286

$

593,279

$

79,593

$

1,528,158

$

1,506,760

Non-interest-bearing deposits

included above

4

Canada

$

59,441

$

58,873

United States

74,731

73,509

International

Interest-bearing deposits

included above

4

Canada

795,845

781,526

United States

5

518,548

504,896

International

79,593

87,956

Total

2,6

$

1,528,158

$

1,506,760

1

Includes $

101.9

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 $

75.3

billion relating to covered bondholders (October 31, 2024 – $

75.4

billion).

3

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

225.5

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 $

8.8

billion (October 31, 2024 – $

13.1

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

29.8

billion (October 31, 2024 – $

36.2

billion) of deposits and advances with the FHLB.

6

Includes deposits of $

833.9

billion (October 31, 2024 – $

810.2

billion) denominated in U.S. dollars and $

129.1

billion (October 31, 2024 – $

140.7

billion) denominated in other foreign

currencies.

NOTE 10: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

January 31

October 31

2025

2024

Accounts payable, accrued expenses, and

other items

$

8,130

$

7,706

Accrued interest

5,087

5,559

Accrued salaries and employee benefits

4,080

5,386

Cheques and other items in transit

1,326

Current income tax payable

113

67

Deferred tax liabilities

358

300

Defined benefit liability

1,387

1,380

Lease liabilities

5,198

5,013

Liabilities related to structured entities

23,113

22,792

Provisions

(Note 17)

1,379

3,675

Total

$

50,171

$

51,878

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 70

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.

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 months ended January 31, 2025 and

January 31, 2024.

Shares and Other Equity Instruments

Issued and Outstanding and Treasury Instruments

Held

(millions of shares or other equity instruments

and millions of Canadian dollars)

For the three months ended

January 31, 2025

January 31, 2024

Number

Number

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,750.3

$

25,373

1,791.4

$

25,434

Proceeds from shares issued on exercise

of stock options

0.3

25

0.6

42

Shares issued as a result of dividend

reinvestment plan

1.6

130

1.7

137

Purchase of shares for cancellation and other

(20.9)

(295)

Balance as at end of period – common shares

1,752.2

$

25,528

1,772.8

$

25,318

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

91.6

$

3,900

143.6

$

5,200

Redemption of shares

1

(20.0)

(500)

Balance as at end of period

71.6

$

3,400

143.6

$

5,200

Other Equity Instruments

2

Balance as at beginning of period

5.8

$

6,988

5.0

$

5,653

Issue of limited recourse capital notes

3

0.7

750

Balance as at end of period

6.5

7,738

5.0

5,653

Balance as at end of period – preferred

shares

and other equity instruments

78.1

$

11,138

148.6

$

10,853

Treasury – common shares

4

Balance as at beginning of period

0.2

$

(17)

0.7

$

(64)

Purchase of shares

44.9

(3,504)

37.5

(3,096)

Sale of shares

(44.6)

3,483

(37.5)

3,102

Balance as at end of period – treasury

– common shares

0.5

$

(38)

0.7

$

(58)

Treasury – preferred shares and

other equity instruments

4

Balance as at beginning of period

0.2

$

(18)

0.1

$

(65)

Purchase of shares and other equity instruments

2.4

(1,120)

1.7

(98)

Sale of shares and other equity instruments

(2.1)

1,087

(1.7)

136

Balance as at end of period – treasury

– preferred shares and other equity

instruments

0.5

$

(51)

0.1

$

(27)

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 February 26, 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 April 30, 2025, payable

on and after April 30, 2025, to shareholders

of record at the close of business on April

10, 2025.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 71

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

with a discount of between

0

% to

5

% at the Bank’s discretion or

purchased from the open market at market

price.

During the three months ended January 31,

2025, the Bank issued

1.6

million (three months ended January 31,

2024 –

2.0

million) common shares 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 (NCIB) to

repurchase for cancellation

up to

90

million of its common shares. The NCIB commenced

on August 31, 2023 and continued until

August 31, 2024. From the commencement

of the NCIB to

August 31, 2024, the Bank repurchased

71.4

million shares under the program. The NCIB

terminated on August 31, 2024 and therefore,

there was

no

repurchase

of common shares by the Bank under the

NCIB during the three months ended

January 31, 2025. During the three months

ended January 31, 2024,

the Bank

repurchased

20.9

million common shares, at an average price

of $

82.39

per share for a total amount of $

1.7

billion.

Subsequent to the quarter end, on February

24, 2025, the Bank announced that the

Toronto Stock Exchange and OSFI had

approved the Bank’s previously

announced NCIB to purchase for cancellation

up to

100

million of its common shares. The NCIB

will commence on March 3, 2025 and end

on February 28, 2026,

or such earlier date as the Bank may determine.

NOTE 13: SHARE-BASED COMPENSATION

For the three months ended January 31,

2025, the Bank recognized compensation

expense for stock option awards of $

3.1

million (three months ended

January 31, 2024 – $

10.1

million). During the three months ended

January 31, 2025,

2.0

million (three months ended January 31, 2024

2.5

million) stock options

were granted by the Bank at a weighted-average

fair value of $

12.80

per option (January 31, 2024 – $

14.36

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the three months ended January 31,

2025 and January 31, 2024.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the three months ended

January 31

January 31

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 months ended January 31, 2025

and January 31, 2024. 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

January 31

January 31

January 31

January 31

January 31

January 31

2025

2024

2025

2024

2025

2024

Service cost – benefits earned

$

69

$

54

$

2

$

1

$

5

$

4

Net interest cost (income) on net defined

benefit liability (asset)

(12)

(20)

4

5

6

6

Interest cost on asset limitation and minimum

funding

requirement

3

1

Defined benefit administrative expenses

3

2

1

1

Total

$

60

$

39

$

6

$

6

$

12

$

12

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.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 72

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

months ended January 31, 2025 and January

31, 2024.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2025

2024

Defined contribution pension plans

1

$

106

$

85

Government pension plans

2

220

197

Total

$

326

$

282

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 months ended January

31, 2025 and January 31, 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

January 31

January 31

January 31

January 31

January 31

January 31

2025

2024

2025

2024

2025

2024

Remeasurement gain/(loss) – financial

$

(139)

$

(1,124)

$

(7)

$

(36)

$

(10)

$

(43)

Remeasurement gain/(loss) – return on plan

assets less

interest income

182

800

Change in asset limitation and minimum

funding requirement

(3)

176

Total

$

40

$

(148)

$

(7)

$

(36)

$

(10)

$

(43)

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

months ended

January 31, 2025, the Bank’s effective tax rate increased

by approximately

0.5

% due to Pillar Two taxes.

Other Tax Matters

The Canada Revenue Agency (CRA), Revenu

Québec Agency (RQA) and Alberta

Tax and Revenue Administration (ATRA) are denying certain dividend and

interest deductions claimed by the Bank.

During the quarter, the CRA reassessed the Bank for $

7

million of additional income tax and interest

in respect of the

2019 taxation year. As at January 31, 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.

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.

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 73

The following table presents the Bank’s basic and

diluted earnings per share for the three

months ended January 31, 2025 and January

31, 2024.

Basic and Diluted Earnings Per Share

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

January 31

2025

2024

Basic earnings per share

Net income attributable to common shareholders

$

2,707

$

2,750

Weighted-average number of common shares outstanding

(millions)

1,749.9

1,776.7

Basic earnings per share

(Canadian dollars)

$

1.55

$

1.55

Diluted earnings per share

Net income attributable to common shareholders

$

2,707

$

2,750

Net income attributable to common shareholders

including impact of dilutive securities

2,707

2,750

Weighted-average number of common shares outstanding

(millions)

1,749.9

1,776.7

Effect of dilutive securities

Stock options potentially exercisable (millions)

1

0.8

1.5

Weighted-average number of common shares outstanding

– diluted (millions)

1,750.7

1,778.2

Diluted earnings per share

(Canadian dollars)

1

$

1.55

$

1.55

1

For the three months ended January 31, 2025, the computation of diluted earnings per share excluded average

options outstanding of

5.9

million, with a weighted-average exercise price

of $

84.34

, as the option price was greater than the average market price of the Bank’s common shares.

For the three months ended January 31, 2024, the computation of diluted

earnings per share excluded average options outstanding of

4.9

million, with a weighted-average exercise price of $

92.89

, as the option price was greater than the average market price

of the Bank’s common shares.

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)

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 January 31, 2025, the

Bank’s RPL is from

zero

to approximately $

497

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.

A

putative shareholder derivative action 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, captioned

Rubin v. Masrani, et al,

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 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

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 74

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.

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. 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 months ended January

31, 2025 and January 31, 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 January 31

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Net interest income (loss)

$

4,135

$

3,833

$

3,064

$

2,899

$

369

$

285

$

(107)

$

198

$

405

$

273

$

7,866

$

7,488

Non-interest income (loss)

1,014

1,051

(282)

604

3,229

2,850

2,107

1,582

115

139

6,183

6,226

Total revenue

5,149

4,884

2,782

3,503

3,598

3,135

2,000

1,780

520

412

14,049

13,714

Provision for (recovery of)

credit losses

521

423

451

385

72

10

168

183

1,212

1,001

Insurance service expenses

1,507

1,366

1,507

1,366

Non-interest expenses

2,086

1,984

2,380

2,459

1,173

1,047

1,535

1,500

896

1,040

8,070

8,030

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,542

2,477

(49)

659

918

722

393

270

(544)

(811)

3,260

3,317

Provision for (recovery of)

income taxes

711

692

(192)

(17)

238

167

94

65

(153)

(273)

698

634

Share of net income from

investment in Schwab

3,4

199

194

32

(53)

231

141

Net income (loss)

$

1,831

$

1,785

$

342

$

870

$

680

$

555

$

299

$

205

$

(359)

$

(591)

$

2,793

$

2,824

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 is reported with a one-month lag. Refer to

Note 7 for further details.

Total Assets by Business Segment

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at January 31, 2025

Total assets

$

587,920

$

590,732

$

23,823

$

729,329

$

161,750

$

2,093,554

As at October 31, 2024

Total assets

$

584,468

$

606,572

$

23,217

$

686,795

$

160,699

$

2,061,751

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 75

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

January 31, 2025

January 31, 2024

Measured at amortized cost

1

$

19,844

$

19,566

Measured at FVOCI – Debt instruments

1

902

933

20,746

20,499

Measured or designated at FVTPL

2,061

2,250

Measured at FVOCI – Equity instruments

65

64

Total

$

22,872

$

22,813

1

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

January 31, 2025

January 31, 2024

Measured at amortized cost

1

$

11,820

$

12,192

Measured or designated at FVTPL

3,186

3,133

Total

$

15,006

$

15,325

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, which

sets these minimum target ratios at

11.5

%,

13.0

%,

15.0

% and

25.0

%, respectively. The OSFI

target includes the greater of the D-SIB or

G-SIB surcharge, both of which are

currently

1

% for the Bank. On February 1, 2023, OSFI

announced revisions to the

Leverage Requirements Guideline to introduce

a requirement for D-SIBs to hold a leverage

ratio buffer of

0.50

% in addition to the existing minimum requirement.

This sets the minimum targets for leverage

and TLAC leverage ratios at

3.5

% and

7.25

%, respectively.

The Bank complied with all minimum risk-based

capital and leverage ratio requirements

set by OSFI in the three months ended January

31, 2025.

The following table summarizes the Bank’s regulatory

capital positions as at January 31, 2025

and October 31, 2024.

Regulatory Capital Position

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

2025

2024

Capital

Common Equity Tier 1 Capital

$

85,204

$

82,714

Tier 1 Capital

95,589

93,248

Total Capital

110,238

105,745

Risk-weighted assets used in the calculation

of capital ratios

649,043

630,900

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

13.1

%

13.1

%

Tier 1 Capital ratio

14.7

14.8

Total Capital ratio

17.0

16.8

Leverage ratio

4.2

4.2

TLAC Ratio

29.5

28.7

TLAC Leverage Ratio

8.5

8.1

TD BANK GROUP • FIRST QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 76

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

General Information

Products and services: Contact TD

Canada Trust, 24 hours a day, seven

days a week: 1-866-567-8888

French: 1-866-233-2323

Cantonese/Mandarin: 1-800-328-3698

Telephone device for the hearing impaired

(TTY): 1-800-361-1180

Website:

www.td.com

Email:

customer.service@td.com

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on February

27, 2025. The call will be audio webcast

live through TD’s website at

9:30 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for the first 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 February 27,

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

February 27, 2025, until 11:59 p.m. ET on

March 14, 2025, by calling 905-694-9451 or 1-800-408-3053

(toll free). The passcode is 8753393#.

Annual Meeting

Thursday, April 10, 2025

Toronto, Ontario

ex992

THE TORONTO-DOMINION BANK

EARNINGS COVERAGE ON SUBORDINATED

NOTES AND DEBENTURES,

PREFERRED SHARES CLASSIFIED AS EQUITY,

AND LIABILITIES FOR

PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS

AND CAPITAL

TRUST SECURITIES

FOR THE TWELVE

MONTHS ENDED JANUARY 31,

2025

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

requirements on all its outstanding preferred

shares and other equity instruments in respect

of the twelve months

ended January 31,

2025 and adjusted to a before-tax equivalent

using an effective tax rate of approximately

23.1% for the twelve months ended January

31, 2025,

amounted to $700 million. The Bank’s interest and

dividend requirements on all subordinated notes

and debentures, preferred shares and liabilities

for preferred

shares and other equity instruments and

capital trust securities, after adjustment

for new issues and retirement, amounted

to $1,189 million for the twelve months

ended January 31,

2025.

The Bank’s reported net income, before interest on

subordinated debt and liabilities for preferred

shares and capital trust securities and

income taxes was $11,254 million for the twelve months ended

January 31, 2025,

which was 9.5 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 January 31, 2025, was $17,271

million, which was 14.5 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 first 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

January 31, 2025

October 31, 2024

October 31, 2024

Return on Assets – reported

2

0.52

%

0.67

%

0.42

%

Return on Assets – adjusted

3

0.68

0.59

0.70

Dividend Payout Ratio – reported

4

67.9

5

51.8

86.3

Dividend Payout Ratio – adjusted

6

52.0

59.2

52.2

Equity to Asset Ratio

7

5.7

5.5

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 and Subsequent Events”

and “How We Performed” sections

of the Bank’s first 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

Not meaningful.

6

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

7

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports First Quarter 2025 Results

Earnings News Release

Three months ended January 31, 2025

This quarterly Earnings News Release should

be read in conjunction with the Bank’s

unaudited first quarter 2025 Report

to Shareholders for the three months

ended January 31,

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 analysis is dated February 26, 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 and Subsequent Events” and

“Non-GAAP and Other

Financial Measures” in the “How We Performed”

section of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS,

compared with the first quarter last year:

Reported diluted earnings per share were

$1.55, compared with $1.55.

Adjusted diluted earnings per share were

$2.02, compared with $2.00.

Reported net income was $2,793 million,

compared with $2,824 million.

Adjusted net income was $3,623 million,

compared with $3,637 million.

FIRST QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The first quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $61 million ($52 million after tax or 3

cents per share), compared with $94 million

($79 million after tax or

4 cents per share) in the first quarter last

year.

Acquisition and integration charges related

to the Cowen acquisition of $52 million

($41 million after tax or 2 cents per share),

compared with

$117 million ($93 million after tax or 5 cents per share)

in the first quarter last year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $54 million ($41

million after tax or

2 cents per share), compared with $57 million

($43 million after tax or 2 cents per

share) in the first quarter last year.

U.S. balance sheet restructuring of $927

million ($696

million after tax or 40 cents per share).

TORONTO

, February 27, 2025 – TD Bank Group (“TD” or

the “Bank”) today announced its financial results

for the first quarter ended January 31, 2025. Reported

and

adjusted earnings were $2.8 billion and $3.6 billion,

respectively, relatively flat

compared with the first quarter last year.

“TD started the year with strong momentum and record revenue

across many of our businesses. While expenses remain

somewhat elevated, we delivered solid earnings,

which positions us well as we begin the new fiscal year,”

said Raymond Chun, Group President and Chief Executive

Officer, TD Bank Group.

“U.S. AML remediation remains

our top priority and we continue to make consistent progress

to strengthen the Bank. The strategic review is

advancing as planned, and we have taken early

action, such as

our divestiture of Schwab, as we develop our strategy

and roadmap for the future.”

Canadian Personal and Commercial Banking delivered

record revenue supported by continued volume growth

Canadian Personal and Commercial Banking net income was

$1,831 million, an increase of 3% compared to the first

quarter last year. This increase

reflects higher revenue,

partially offset by higher non-interest expenses and provisions

for credit losses (PCL). Revenue was a record $5,149

million, an increase of 5%, primarily reflecting loan

and

deposit volume growth.

This quarter, the Canadian Personal Bank

continued to build momentum, including deepening

customer relationships by launching Real Estate Secured

Lending and

Investing specialists in its highest opportunity branches.

In addition, the TD Aeroplan Visa Infinite Card

was recognized by Rewards Canada as Canada

’s top airline credit

card for the fourth year in a row

1

. In Business Banking, TD Auto Finance achieved record retail

originations this quarter and a significant expansion

of new dealer floor plan

relationships.

The U.S. Retail Bank delivered continued momentum

while making progress on balance sheet restructuring

U.S. Retail reported net income for the quarter was $342

million (US$247 million), down 61% (62% in U.S. dollars),

compared with the first quarter last year.

On an adjusted

basis, net income was $1,038 million (US$736 million),

down 12% (15% in U.S. dollars). Reported net income

for the quarter from the Bank’s investment in

The Charles

Schwab Corporation (“Schwab”) was $199 million (US$142 million),

up 3% (down 1% in U.S. dollars), compared with

the first quarter last year.

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

in Schwab, reported net income was $143 million (US$10

5

million), down 79% (79% in U.S. dollars), compared

with the first quarter last year, primarily

reflecting the impact of balance sheet restructuring activities,

governance and control investments including the

Bank’s U.S. BSA/AML

remediation program, and higher PCL, partially offset

by the impact of the FDIC special assessment charge in the

first quarter last year. On

an adjusted basis, net income was

$839 million (US$594 million), down 15% (18% in U.S.

dollars) compared with the first quarter last year,

reflecting higher non-interest expenses and higher PCL,

partially

offset by higher revenue.

This quarter, the U.S. Retail Bank continued

to deliver operating momentum, with its fifth consecutive

quarter of personal deposit growth and double-digit

growth in

U.S. Wealth assets year-over-year.

The business also made significant progress in its

balance sheet restructuring strategy to ensure it can continue

to support its customers’

needs under the asset limitation.

Wealth Management and Insurance delivered record

Wealth revenue, earnings and assets, and

strong Insurance premium growth

Wealth Management and Insurance net income

was $680 million, an increase of 23% compared with

the first quarter last year, driven

by record revenue, earnings and assets

in Wealth Management and strong insurance premiums

growth. This quarter’s 15% revenue increase reflected insurance

premiums growth and higher fee-based revenue

driven by market and asset growth, as well as higher interest

income from deposits and increased transaction

revenue.

1

Awarded by AwardsCanada.ca on January 3, 2025: https://rewardscanada.ca/TopTravelCreditCard/

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 2

This quarter, Wealth Management

and Insurance continued to deliver investment excellence

and innovative solutions.

TD Direct Investing was ranked #1 Digital Brokerage in

Canada by The Globe and Mail for the third consecutive

year. TD Asset Management received

24 Fundata FundGrade A+® Awards and was

recognized in six categories at

the 2024 Canada LSEG Lipper Fund Awards. In addition,

TD Insurance, with TD Securities as joint bookrunner,

diversified its reinsurance capacity by becoming

the first

Canadian insurer to sponsor a catastrophe bond solely focused

on catastrophe perils in Canada.

Wholesale Banking delivered record revenue driven by

its Global Markets business

Wholesale Banking reported net income for the quarter was

$299 million, an increase of 46% compared with the first

quarter last year, primarily reflecting

higher revenue,

partially offset by higher PCL and non-interest expenses.

On an adjusted basis, net income was $339 million,

an increase of 14% compared with the first quarter last

year.

Revenue for the quarter was a record $2 billion,

an increase of 12% compared with the first quarter last

year, primarily reflecting higher

trading-related revenue and

underwriting fees.

Wholesale Banking continued to drive growth from the enhanced

capabilities of the franchise. TD Cowen won the

2024 IFR U.S. Mid-Market Equity House Award,

which

recognizes the leading underwriter of U.S. equity offerings

between US$50-US$500 million. Following the quarter

end, TD Cowen also acted as a lead bookrunner on the

marquee US$15 billion secondary offering of Schwab

shares by TD, an important milestone.

Capital

TD’s Common Equity Tier 1 Capital

ratio was 13.1%.

Conclusion

“TD’s strength and stability,

combined with our unrelenting focus on meeting the

needs of our customers and clients, will serve the Bank well

in this period of geopolitical

and

macroeconomic uncertainty,

added Chun. “I want to thank our colleagues across

the globe for their tremendous efforts and commitment.

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

on page 3.

TD BANK GROUP • FIRST 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, legal and regulatory compliance (including financial crime),

reputational, environmental and social, and other risks.

Examples of such risk factors include general business and economic conditions in the regions in which

the Bank operates (including the economic, financial, and other impacts of pandemics); geopolitical

risk (including the

potential impact of new or elevated 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 • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Results of operations

Total revenue – reported

$

14,049

$

15,514

$

13,714

Total revenue – adjusted

1

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses (ISE)

1,507

2,364

1,366

Non-interest expenses – reported

8,070

8,050

8,030

Non-interest expenses – adjusted

1

7,983

7,731

7,125

Net income (loss) – reported

2,793

3,635

2,824

Net income – adjusted

1

3,623

3,205

3,637

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

965.3

$

949.5

$

904.3

Total assets

2,093.6

2,061.8

1,910.9

Total deposits

1,290.5

1,268.7

1,181.3

Total equity

119.0

115.2

112.4

Total risk-weighted assets

2

649.0

630.9

579.4

Financial ratios

Return on common equity (ROE) – reported

3

10.1

%

13.4

%

10.9

%

Return on common equity – adjusted

1

13.2

11.7

14.1

Return on tangible common equity (ROTCE)

1,3

13.4

17.8

14.9

Return on tangible common equity – adjusted

1

17.2

15.4

18.7

Efficiency ratio – reported

3

57.4

51.9

58.6

Efficiency ratio – adjusted, net of ISE

1,3,4

59.0

61.7

57.4

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.50

0.47

0.44

Common share information – reported

(Canadian dollars)

Per share earnings (loss)

Basic

$

1.55

$

1.97

$

1.55

Diluted

1.55

1.97

1.55

Dividends per share

1.05

1.02

1.02

Book value per share

3

61.61

59.59

57.34

Closing share price

5

82.91

76.97

81.67

Shares outstanding (millions)

Average basic

1,749.9

1,748.2

1,776.7

Average diluted

1,750.7

1,749.3

1,778.2

End of period

1,751.7

1,750.1

1,772.1

Market capitalization (billions of Canadian dollars)

$

145.2

$

134.7

$

144.7

Dividend yield

3

5.4

%

5.0

%

4.9

%

Dividend payout ratio

3

67.8

51.8

65.7

Price-earnings ratio

3

17.5

16.3

13.1

Total shareholder return (1 year)

3

6.9

4.5

(6.9)

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

$

2.02

$

1.72

$

2.01

Diluted

2.02

1.72

2.00

Dividend payout ratio

51.9

%

59.2

%

50.7

%

Price-earnings ratio

10.6

9.9

10.6

Capital ratios

3

Common Equity Tier 1 Capital ratio

13.1

%

13.1

%

13.9

%

Tier 1 Capital ratio

14.7

14.8

15.7

Total Capital ratio

17.0

16.8

17.6

Leverage ratio

4.2

4.2

4.4

TLAC ratio

29.5

28.7

30.8

TLAC Leverage ratio

8.5

8.1

8.6

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

and Subsequent Events”

and “How We

Performed” sections

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

results. Non-GAAP financial measures and ratios used

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

used by other issuers.

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 first

quarter of 2025 Management’s Discussion and Analysis

(MD&A) for further details.

3

For additional information about this metric, refer to the Glossary in the first 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 –

Q1 2025: $13,523 million, Q4 2024: $12,533 million, Q1 2024: $12,405 million.

5

Toronto Stock Exchange closing market

price.

ex994p5i0

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 5

SIGNIFICANT AND SUBSEQUENT EVENTS

Sale of Schwab Common Shares

On February 12, 2025, the Bank sold its entire

remaining equity investment in 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). In the second quarter

of fiscal 2025, the Bank is expected

to recognize a net gain on sale of its

investment in Schwab 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 will also recognize $0.2

billion of underwriting fees in

its Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction is expected to increase

Common Equity Tier 1 (CET1) capital by approximately

238 bps, based on the Bank’s CET1 capital

as at

January 31, 2025. Additionally, assuming the $8.0 billion planned

share repurchases

pursuant to the Bank’s proposed normal course issuer

bid were completed as

of January 31, 2025, the Bank’s pro forma CET1

capital as at January 31, 2025 would be

approximately 14.2%. The Bank

continues to have a business

relationship with Schwab through the IDA Agreement.

The Bank will discontinue recording

its share of earnings available to common

shareholders from its

investment in Schwab in the second quarter

of fiscal 2025.

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. The Bank continues

to expect to have

the majority of its management remediation

actions implemented in calendar 2025 and

continues to expect U.S. BSA/AML remediation

and related governance

and control investments of approximately

US$500 million pre-tax in fiscal 2025

2

. Remaining management implementations are

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 to be completed in calendar

2027 per the OCC consent order. 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. 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

planning activities, including the completion

of external benchmarking and lookback

reviews. As an example, 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 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.

While substantial work remains, the

Bank has made progress on its U.S. BSA/AML

program remediation activities over the

first fiscal quarter of 2025, including:

2

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 plan.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 6

1)

the Bank submitted a list of candidates for

the monitorship to both the DOJ and

FinCEN, and they both approved the use of

the same Independent

Compliance Monitor on a go-forward basis;

2)

the implementation of enhanced investigation

practices including the implementation

of technology which centralizes all new investigative

cases in a

single system to provide unified data sets

to help manage financial crime risk

with a single view of the customer;

3)

the continued hiring of investigative analysts,

with the U.S. investigative analyst team

up 4% in size in the first fiscal quarter of

2025;

4)

the completion of the design of machine learning

tools that help analyze customer data to

more effectively and rapidly detect potential activity

of

interest;

5)

the introduction of new reporting on workloads

that has improved the Bank’s ability to forecast resource

needs; and

6)

completed development of a detailed plan

to improve employee accountability

mechanisms to ensure that there are clear

consequences that are

understood throughout the organization.

For the second and third fiscal quarters of

2025, the Bank’s focus will be on the following remediation

activities:

1)

hiring of additional investigative analysts

to help manage case volumes which are

expected to be higher as additional monitoring

capabilities continue

to be implemented;

2)

the implementation of incremental enhancements

for transaction monitoring and client

onboarding, including the implementation of

a further round of

scenarios into the Bank’s transaction monitoring

system;

3)

the introduction of updated investigative procedures

that contain additional guidance on analyzing

customer activity; and

4)

the implementation 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 2024 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 makes

remediation and enhancements to 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, as the

Bank continues its

remediation and improvement activities of

the Enterprise AML Program, 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

first fiscal quarter of 2025, including:

1) the consolidation of the Enterprise and

the U.S. AML mandates under the leadership

of the Global Head of FCRM, in order to better

enable strong

and consistent engagement, and delivery of improvements

across both the U.S. and Enterprise

AML programs;

2) additional improvements in the Bank’s process

and procedural guidance, including

additional targeted training across FCRM

and individual business

lines; and

3)

hiring of additional investigative analysts,

to help improve management of case volumes,

with further expansion planned in future fiscal

quarters.

For the second and third fiscal quarters of

2025, the Bank’s focus will be on the following improvements

to the Enterprise AML Program:

1) the implementation of a new centralized

case management tool that is already in production

in the U.S. through the rest of the Bank,

with the goal of

strengthening oversight and investigations of identified

FCRM risks;

2) the implementation of technology initiatives

to consolidate electronic document and data

availability to help improve timeliness of

monitoring and

oversight of escalated AML issues; and

3) the continued 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 • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 7

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The evolution of geopolitical and trade-related

risks maintains a high degree of uncertainty

on both the economic outlook and the inflation

trajectory. However,

absent a significant materialization of negative

risks, the global economy remains on

track for a solid growth performance

in calendar 2025. A moderate slowdown

in the U.S. expansion over the past year and

still-soft conditions in Canada, the E.U. and

the U.K., has helped to cool inflation and

enabled central banks to lower

interest rates. TD Economics expects future

interest rate reductions to be gradual,

as central banks assess how growth and inflation

respond.

The U.S. economy grew at a healthy 2.8%

average annual pace in calendar 2024

supported by resilient consumer spending and

strength in business

investment. Lower mortgage rates in the

spring and summer of 2024 delivered a late-year

boost to residential investment, although

a more recent backup in bond

yields is likely to slow the sector’s

momentum in the near term. With U.S.

domestic demand outpacing that of many

of its advanced economy peers, import

growth

continued to run ahead of exports, leading

to little growth support from international

trade.

Based on January 2025 data, the U.S. job

market has stabilized recently, with the unemployment rate at 4.0%,

up modestly from a year ago. This can be

characterized as a normalization following

tight conditions that persisted for longer than

expected after the pandemic. The U.S. economy

carries the markings of a

“soft landing” that has been allowing inflation

pressures to gradually drift lower. Accordingly, the U.S. central bank trimmed

its policy rate by a full percentage point

from September to December 2024, before

pausing in January 2025.

At its January 2025 meeting, the Federal Reserve

indicated that further interest rate reductions

would require additional progress towards

achieving its inflation

mandate. TD Economics expects this condition

to be met by the summer of 2025,

opening the door for the federal funds rate

to be lowered to 3.75-4.00% by the

end of calendar 2025 – a level still on the restrictive

side. The potential for higher federal government

deficits and increased import tariffs represent

upside risks to

both inflation and interest rates, while a strong

U.S. dollar poses a downside risk.

After Canada’s economy slowed notably in calendar

2023, strong population gains and lower

interest rates lifted economic growth

in calendar 2024 to an

estimated 1.9% in real terms on a fourth quarter-over-fourth

quarter basis. Population increases have

also contributed to labour force growth outpacing

job

creation, taking the unemployment rate higher

and cooling labour market conditions. The

unemployment rate was 6.6% in January 2025,

above its pre-pandemic

level, but still below its long-run average. Looking

ahead, TD Economics expects population

growth to slow sharply over the next few

years as the federal

government’s immigration policy changes restrict

immigration. The negative impact of

weaker population inflows on consumer spending

and housing activity is

likely to be more than offset by the boost to activity

from lower interest rates.

The risk of U.S. import tariffs on Canadian goods

has emerged as a major downside

risk to the Canadian economic outlook. Even

if tariffs are not as severe as

proposed, the uncertainty is likely to dampen

business investment in Canada.

No other major central bank has reduced interest

rates as aggressively as the Bank

of Canada in recent years. The Canadian

central bank lowered its overnight

rate further to 3.00% in January 2025,

two percentage points below its peak in

calendar 2024. TD Economics expects the

Bank of Canada to continue trimming

interest rates, reaching 2.25% by the

middle of calendar 2025. Historically-wide interest

rate differentials between Canada and the

U.S. – alongside concerns

around U.S. import tariffs – have weakened the

Canadian dollar. TD Economics expects the Canadian dollar

will trade in the 68 to 70 U.S. cent range over

the

next few quarters assuming major U.S. tariffs are

avoided.

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 basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective

income tax rate. The Bank believes that

non-GAAP

financial measures and non-GAAP ratios provide

the reader with a better understanding of how

management views the Bank’s performance. Non-GAAP

financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and position,

and capital management measures depict

the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses attributable

to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

As at January 31, 2025, 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 August 21, 2024, the Bank sold 40.5

million shares of common stock of Schwab for

proceeds of approximately $3.4 billion (US$2.5

billion). The share sale

reduced the Bank’s ownership interest in Schwab

from 12.3% to 10.1%. The Bank recognized

approximately $1.0 billion (US$0.7 billion) as

other income (net of

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

reclassified to earnings), in the fourth quarter

of fiscal 2024.

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 “Significant and Subsequent

Events” section of this document.

The Bank will discontinue recording its share

of earnings available to

common shareholders from its investment

in Schwab in the second quarter of fiscal

2025.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 8

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.

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

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

7,866

$

7,940

$

7,488

Non-interest income

6,183

7,574

6,226

Total revenue

14,049

15,514

13,714

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

8,070

8,050

8,030

Income before income taxes and share

of net income from

investment in Schwab

3,260

3,991

3,317

Provision for (recovery of) income taxes

698

534

634

Share of net income from investment in

Schwab

231

178

141

Net income (loss) – reported

2,793

3,635

2,824

Preferred dividends and distributions on other

equity instruments

86

193

74

Net income (loss) attributable to common

shareholders

$

2,707

$

3,442

$

2,750

TD BANK GROUP • FIRST 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

and Subsequent Events”

or “How We Performed” sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Operating results – adjusted

Net interest income

1,2

$

7,920

$

8,034

$

7,545

Non-interest income

3

7,110

6,863

6,226

Total revenue

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

4

7,983

7,731

7,125

Income before income taxes and share of net income from

investment in Schwab

4,328

3,693

4,279

Provision for (recovery of) income taxes

962

695

872

Share of net income from investment in Schwab

5

257

207

230

Net income – adjusted

3,623

3,205

3,637

Preferred dividends and distributions on other equity instruments

86

193

74

Net income available to common shareholders –

adjusted

3,537

3,012

3,563

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(61)

(60)

(94)

Acquisition and integration charges related to the Schwab

transaction

4,5

(35)

(32)

Share of restructuring and other charges from investment

in Schwab

5

(49)

Restructuring charges

4

(291)

Acquisition and integration-related charges

4

(52)

(82)

(117)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(54)

(59)

(57)

Gain on sale of Schwab shares

3

1,022

U.S. balance sheet restructuring

3

(927)

(311)

Indirect tax matters

2,4

(226)

FDIC special assessment

4

72

(411)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

4

(52)

Less: Impact of income taxes

Amortization of acquired intangibles

(9)

(8)

(15)

Acquisition and integration charges related to the Schwab

transaction

(9)

(6)

Restructuring charges

(78)

Acquisition and integration-related charges

(11)

(18)

(24)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(13)

(14)

(14)

U.S. balance sheet restructuring

(231)

(77)

Indirect tax matters

(53)

FDIC special assessment

18

(101)

Total adjustments for items

of note

(830)

430

(813)

Net income (loss) available to common shareholders

– reported

$

2,707

$

3,442

$

2,750

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 – Q1 2025: ($54) million,

Q4 2024: ($59) million,

Q1 2024: ($57) million, reported in the Corporate segment.

2

Adjusted net interest income excludes the following item of note:

i.

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

3

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

i.

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

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

ii.

U.S. balance sheet restructuring – Q1 2025: $927 million, Q4 2024: $311 million, reported in the U.S. Retail segment.

4

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

i.

Amortization of acquired intangibles – Q1 2025: $35 million, Q4 2024: $33 million, Q1 2024: $63 million, reported

in the Corporate segment;

ii.

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

million, Q1 2024: $23 million, reported in the Corporate segment;

iii.

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

iv.

Acquisition and integration-related charges – Q1 2025: $52 million, Q4 2024: $82 million, Q1 2024:

$117 million, reported in the Wholesale Banking segment;

v.

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

vi.

FDIC special assessment – Q4 2024: ($72) million, Q1 2024: $411 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 – Q4 2024:

$52 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 – Q1 2025: $26 million, Q4 2024: $27 million,

Q1 2024: $31 million;

ii.

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

million, Q1 2024: $9 million;

iii.

The Bank’s share of restructuring charges incurred by Schwab – Q1 2024: $27 million; and

iv.

The Bank’s share of the FDIC special assessment charge incurred by Schwab – Q1 2024: $22 million.

6

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

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

to the Share

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

5 for amounts.

TD BANK GROUP • FIRST 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

January 31

October 31

January 31

2025

2024

2024

Basic earnings (loss) per share – reported

$

1.55

$

1.97

$

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Basic earnings per share – adjusted

$

2.02

$

1.72

$

2.01

Diluted earnings (loss) per share – reported

$

1.55

$

1.97

$

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Diluted earnings per share – adjusted

$

2.02

$

1.72

$

2.00

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% Common Equity Tier 1 (CET1) Capital

effective fiscal 2024.

TABLE 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Average common equity

$

106,133

$

102,051

$

100,269

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Items of note, net of income taxes

830

(430)

813

Net income available to common shareholders

– adjusted

$

3,537

$

3,012

$

3,563

Return on common equity – reported

10.1

%

13.4

%

10.9

%

Return on common equity – adjusted

13.2

11.7

14.1

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

January 31

October 31

January 31

2025

2024

2024

Average common equity

$

106,133

$

102,051

$

100,269

Average goodwill

19,205

18,568

18,208

Average imputed goodwill and intangibles on investments

in Schwab

5,116

5,328

6,056

Average other acquired intangibles

1

482

508

615

Average related deferred tax liabilities

(237)

(230)

(231)

Average tangible common equity

81,567

77,877

75,621

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Amortization of acquired intangibles, net of income

taxes

52

52

79

Net income (loss) attributable to common

shareholders adjusted for

amortization of acquired intangibles,

net of income taxes

2,759

3,494

2,829

Other items of note, net of income taxes

778

(482)

734

Net income available to common shareholders

– adjusted

$

3,537

$

3,012

$

3,563

Return on tangible common equity

13.4

%

17.8

%

14.9

%

Return on tangible common equity – adjusted

17.2

15.4

18.7

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • FIRST 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 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 $15

million, compared with

$19 million in the prior quarter and $29 million

in the first quarter last year.

Share of net income from investment in

Schwab is reported in the U.S. Retail

segment. Amounts for amortization of acquired

intangibles,

the acquisition and

integration charges related to the Schwab

transaction,

and the Bank’s share of restructuring and

other charges incurred by Schwab are recorded

in the Corporate

segment.

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

4,135

$

4,058

$

3,833

Non-interest income

1,014

1,006

1,051

Total revenue

5,149

5,064

4,884

Provision for (recovery of) credit losses –

impaired

459

456

364

Provision for (recovery of) credit losses –

performing

62

(26)

59

Total provision for (recovery of) credit losses

521

430

423

Non-interest expenses

2,086

2,102

1,984

Provision for (recovery of) income taxes

711

709

692

Net income

$

1,831

$

1,823

$

1,785

Selected volumes and ratios

Return on common equity

1

31.4

%

32.0

%

34.6

%

Net interest margin (including on securitized

assets)

2

2.81

2.80

2.84

Efficiency ratio

40.5

41.5

40.6

Number of Canadian retail branches

1,063

1,060

1,062

Average number of full-time equivalent staff

27,422

27,930

29,271

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 first quarter 2025

MD&A for additional information about these metrics.

Quarterly comparison – Q1 2025 vs. Q1 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,831 million, an increase of $46

million, or 3%, compared with the first quarter

last

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

expenses and PCL. The annualized

ROE for the quarter was 31.4%, compared

with 34.6% in

the first quarter last year.

Revenue for the quarter was $5,149 million, an

increase of $265 million, or 5%,

compared with the first quarter last year. Net interest income

was

$4,135 million, an increase of $302 million, or

8%, primarily reflecting volume growth.

Average loan volumes increased $24 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 7% growth

in business deposits. Net interest margin

was 2.81%, a decrease of 3 basis points

(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 $1,014 million, a decrease

of

$37 million, or 4%, compared with the

first 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 $521 million, an increase

of $98 million compared with the first quarter

last year. PCL – impaired was $459 million, an increase of

$95 million, or 26%, reflecting credit

migration in the consumer and commercial

lending portfolios. PCL – performing was

$62 million, an increase of $3 million

compared to the prior year. The performing provisions this quarter

were largely recorded in the commercial lending

portfolio reflecting policy and trade uncertainty

that could impact the economic trajectory and

credit performance, partially offset by an update

to the economic forecast. Total PCL as an annualized percentage of

credit volume was 0.35%, an increase of

5 bps compared with the first quarter last

year.

Non-interest expenses for the quarter were $2,086

million, an increase of $102 million, or

5%, compared with the first quarter

last year, reflecting higher

technology spend, the impact of the compensation

initiative whereby the Bank’s eligible non-executive

employees received share compensation

(the “TD Share

Compensation Initiative”),

and various other operating expenses.

The efficiency ratio for the quarter was 40.5%,

compared with 40.6% in the first quarter

last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,831 million, an increase of $8 million, relatively

flat compared with the prior

quarter, primarily reflecting higher revenue and lower non-interest

expenses, partially offset by higher PCL. The annualized

ROE for the quarter was 31.4%,

compared with 32.0% in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 12

Revenue increased $85 million, or 2%, compared

with the prior quarter. Net interest income increased $77

million, or 2%, reflecting volume growth and higher

margins. Average loan volumes increased $6 billion,

or 1%, reflecting 1% growth in personal

loans and 2% growth in business loans.

Average deposit volumes

increased $8 billion, or 2%, reflecting 1%

growth in personal deposits and 3% growth

in business deposits. Net interest margin

was 2.81%, an increase of 1 basis

point, primarily driven by changes to balance

sheet mix. As we look forward to Q2, while

many factors can impact margins, including

the impact of any further Bank

of Canada rate cuts, competitive market dynamics,

and deposit reinvestment rates and

maturity profiles, we expect NIM to be relatively

stable

3

. Non-interest

income increased $8 million, or 1% compared

with the prior quarter.

PCL for the quarter was $521 million, an increase

of $91 million compared with the prior

quarter. PCL – impaired was $459 million, an increase of

$3 million, or

1%, reflecting credit migration in the consumer

lending portfolios largely offset by lower

provisions in the commercial lending portfolio.

PCL – performing was a

build of $62 million, compared with a recovery

of $26 million in the prior quarter. The performing provisions

this quarter were largely recorded in the commercial

lending portfolio reflecting policy and trade

uncertainty that could impact the economic

trajectory and credit performance, partially offset by

an update to the

economic forecast. Total PCL as an annualized percentage of credit volume

was 0.35%, an increase of 5 bps compared

with the prior quarter.

Non-interest expenses decreased $16 million,

or 1% compared with the prior quarter.

The efficiency ratio was 40.5%, compared with 41.5%

in the prior quarter.

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

we 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 first quarter, the Bank sold approximately US$13.1

billion of

bonds. In the aggregate, since the announcement

of the U.S. balance sheet restructuring

activities on October 10, 2024, through

January 31, 2025, the Bank has

sold approximately US$15.9 billion of bonds

from its U.S. investment portfolio for an

aggregate loss of US$875 million pre-tax

and US$657 million after-tax.

Between February 1, 2025, through February

26, 2025, the Bank sold an additional

US$3.1 billion of bonds, resulting in a loss of

US$197 million pre-tax and

US$148 million after-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

4

.

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

5

.

This quarter, the Bank used proceeds from investment maturities,

plus cash on hand, to pay down US$25

billion of short-term borrowings.

In addition, loans were

reduced by US$2 billion, reflecting loan run-off and

some loan sales in certain non-scalable and

non-core U.S. loan portfolios. Accordingly, as of January 31, 2025,

the combined total assets of the U.S. Bank

were US$402 billion. In the aggregate, total

losses associated with the Bank’s U.S. balance

sheet restructuring

activities from October 10, 2024 through

January 31, 2025 are US$878 million pre-tax

and US$659 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

4

,5

.

Subsequent to quarter end, the Bank reached

an agreement to sell approximately US$9

billion of certain U.S. residential mortgage

loans (correspondent lending

loans), which is expected to result in

a recognition of a pre-tax loss of approximately

US$600 million in the second quarter of

2025

5

.

3

The Bank’s Q2 2025 net interest margin expectations for the segment are based on the Bank’s

assumptions regarding factors such as Bank of Canada rate cuts, 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 first quarter 2025 MD&A.

4

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.

5

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 • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 13

TABLE 8: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2025

2024

2024

Net interest income

$

3,064

$

2,924

$

2,899

Non-interest income (loss) – reported

(282)

287

604

Non-interest income – adjusted

1,2

645

598

604

Total revenue – reported

2,782

3,211

3,503

Total revenue – adjusted

1,2

3,709

3,522

3,503

Provision for (recovery of) credit losses –

impaired

529

418

377

Provision for (recovery of) credit losses –

performing

(78)

(29)

8

Total provision for (recovery of) credit losses

451

389

385

Non-interest expenses – reported

2,380

2,324

2,459

Non-interest expenses – adjusted

1,3

2,380

2,344

2,048

Provision for (recovery of) income taxes – reported

(192)

(50)

(17)

Provision for (recovery of) income taxes – adjusted

1

39

9

84

U.S. Retail Bank net income – reported

143

548

676

U.S. Retail Bank net income – adjusted

1

839

780

986

Share of net income from investment in

Schwab

4,5

199

154

194

Net income – reported

$

342

$

702

$

870

Net income – adjusted

1

1,038

934

1,180

U.S. Dollars

Net interest income

$

2,160

$

2,141

$

2,141

Non-interest income (loss) – reported

(198)

212

446

Non-interest income – adjusted

1,2

454

438

446

Total revenue – reported

1,962

2,353

2,587

Total revenue – adjusted

1,2

2,614

2,579

2,587

Provision for (recovery of) credit losses –

impaired

371

306

279

Provision for (recovery of) credit losses –

performing

(53)

(21)

6

Total provision for (recovery of) credit losses

318

285

285

Non-interest expenses – reported

1,675

1,703

1,815

Non-interest expenses – adjusted

1,3

1,675

1,717

1,515

Provision for (recovery of) income taxes – reported

(136)

(37)

(12)

Provision for (recovery of) income taxes – adjusted

1

27

6

62

U.S. Retail Bank net income – reported

105

402

499

U.S. Retail Bank net income – adjusted

1

594

571

725

Share of net income from investment in

Schwab

4,5

142

114

144

Net income – reported

$

247

$

516

$

643

Net income – adjusted

1

736

685

869

Selected volumes and ratios

Return on common equity – reported

6

2.9

%

6.2

%

8.1

%

Return on common equity – adjusted

1,6

8.6

8.2

11.0

Net interest margin

1,7

2.86

2.77

3.03

Efficiency ratio – reported

85.4

72.4

70.2

Efficiency ratio – adjusted

1

64.1

66.6

58.6

Assets under administration (billions of U.S.

dollars)

8

$

43

$

43

$

40

Assets under management (billions of U.S.

dollars)

8

9

8

7

Number of U.S. retail stores

1,134

1,132

1,176

Average number of full-time equivalent staff

28,276

27,802

27,985

1

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

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

document.

2

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

i.

U.S. balance sheet restructuring – Q1 2025: $927 million or US$652 million ($696 million or US$489 million after

tax), Q4 2024:

$311 million or US$226 million ($234 million or

US$170 million after tax).

3

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

i.

FDIC special assessment – Q4 2024: ($72) million or US($52) million (($54) million or US($39) million after tax), Q1

2024: $411 million or US$300 million ($310 million

or

US$226 million after tax); and

ii.

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

Q4 2024: $52 million or US$38 million (before and after tax).

4

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

Note 7 of the Bank’s first quarter 2025 Interim Consolidated Financial Statements for

further details.

5

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

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

share of Schwab’s restructuring charges,

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

in the Corporate segment.

6

Capital allocated to the business segment was 11.5% CET1

Capital.

7

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

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

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

performance.

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

adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the

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

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

Management believes this calculation better reflects segment performance.

8

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

2025 MD&A.

Quarterly comparison – Q1 2025 vs. Q1 2024

U.S. Retail reported net income for the quarter

was $342 million (US$247 million), a decrease

of $528 million (US$396 million), or 61%

(62% in U.S. dollars),

compared with the first quarter last year. On an adjusted

basis, net income for the quarter was

$1,038 million (US$736 million), a decrease

of $142 million

(US$133 million), or 12% (15% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 2.9% and 8.6%, respectively, compared

with 8.1%

and 11.0%, respectively, in the first 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 $199 million (US$142

million), an increase of $5 million (a decrease

of US$2 million), or 3% (a decrease of 1%

in U.S. dollars),

compared with the first quarter last year.

U.S. Retail Bank reported net income

was $143 million (US$105 million), a decrease

of $533 million (US$394 million), or 79%

(79% in U.S. dollars), compared

with the first 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 FDIC special assessment charge in

the first quarter last year. U.S. Retail

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 14

Bank adjusted net income was $839 million

(US$594 million), a decrease of $147

million (US$131 million), or 15% (18% in

U.S. dollars), compared with the first

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$1,962

million, a decrease of US$625 million, or 24%,

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

revenue for the quarter was US$2,614

million, an increase of US$27 million, or 1%.

Net interest income of US$2,160 million, increased

US$19 million, or 1%,

driven by higher deposit margins and

the impact of U.S. balance sheet restructuring activities.

Net interest margin of 2.86% decreased

17 bps due to maintaining

elevated liquidity levels (which negatively

impacted net interest margin by 19 bps),

partially offset by the impact of U.S. balance sheet

restructuring activities, and

higher deposit margins. Reported non-interest

income (loss) was US($198) million, a

decrease of US$644 million, compared

with the first quarter last year,

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$454 million increased US$8 million, or

2%, compared with the first quarter last

year, reflecting higher fee revenue.

Average loan volumes increased US$2 billion,

or 1%, compared with the first quarter last

year. Personal loans increased 3%, reflecting solid mortgage

and auto

originations, and business loans decreased

1%. 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$5 billion, or 3%

6,7

. Average deposit volumes decreased US$10 billion,

or 3%, reflecting a 11% decrease in sweep

deposits and a 4% decrease in business deposits,

partially offset by a 3% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits were

flat.

Assets under administration (AUA) were

US$43 billion as of January 31, 2025, an increase

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

first quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$9 billion

as of January 31, 2025, an increase of

US$2 billion, or 29%, compared with the

first quarter last year.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

with the first quarter last year. PCL – impaired was US$371 million,

an

increase of US$92 million, or 33%, largely

reflecting credit migration in the commercial

lending portfolio, and the adoption impact

of a model update in the U.S.

Cards portfolio. PCL – performing was a recovery

of US$53 million, compared with a build

of US$6 million in the prior year. The performing recovery

this quarter

was largely recorded in the consumer lending

portfolios, reflecting the adoption impact

of a model update in the U.S. Cards portfolio,

partially offset by a build in

the commercial lending portfolio related

to policy and trade uncertainty that could

impact the economic trajectory and

credit performance. 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 0.67%, an increase

of 6 bps, compared with

the first 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$1,675 million, a decrease of

US$140 million, or 8%, compared to the

first

quarter last year, reflecting the impact of the FDIC special assessment

charge in the first quarter last year, partially offset by higher governance

and control

investments including costs of US$86

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

higher operating expenses. Our governance

and control investments in this

quarter were higher compared to the first

quarter last year as remediation efforts progressed

over this period and we expect this year-over-year

trend to continue

into the second quarter of 2025

8

. On an adjusted basis, non-interest expenses

increased US$160 million, or 11%, reflecting higher governance

and control

investments including costs for U.S.

BSA/AML remediation, and higher operating

expenses.

The reported and adjusted efficiency ratios for

the quarter were 85.4% and 64.1%, respectively, compared with 70.2%

and 58.6%, respectively, in the first

quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

U.S. Retail reported net income was $342

million (US$247 million), a decrease of $360

million (US$269 million), or 51% (52% in U.S. dollars),

compared with the

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

quarter was $1,038 million (US$736 million),

an increase of $104 million (US$51 million), or

11% (7% in

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

ROE for the quarter were 2.9% and 8.6%,

respectively, compared with 6.2% and 8.2%, respectively, in the

prior quarter.

The contribution from Schwab of $199

million (US$142 million) increased $45

million (US$28 million), or 29% (25%

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

quarter.

U.S. Retail Bank reported net income

was $143 million (US$105 million), a decrease

of $405 million (US$297 million), or 74%

(74% in U.S. dollars) compared

with the prior quarter, primarily reflecting the impact of

U.S. balance sheet restructuring activities, higher

PCL, and the expense recovery of the FDIC

special

assessment charge in the prior quarter, partially offset by the impact

of the charges for the global resolution of

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

program in the prior quarter. U.S. Retail Bank adjusted net

income was $839 million (US$594

million), an increase of $59 million (US$23 million),

or 8% (4% in

U.S. dollars), compared to the prior quarter, primarily reflecting

higher revenue, partially offset by higher non-interest

expenses (lower in U.S. dollars) and higher

PCL.

Reported revenue was US$1,962 million,

a decrease US$391 million, or 17%,

compared with the prior quarter. Net interest income of US$2,160

million

increased US$19 million, or 1%, reflecting the

impact of U.S. balance sheet restructuring activities,

partially offset by lower deposit margins. Net

interest margin of

2.86% increased 9 bps, compared with the

prior quarter, due to impact of U.S. balance sheet restructuring

activities and normalization of liquidity levels

(which

positively impacted net interest margin by

5 bps), partially offset by lower deposit margins.

Net Interest Margin in the second quarter

is expected to deliver

substantial expansion,

reflecting ongoing U.S. balance sheet

restructuring activities and further normalization

of our elevated liquidity levels

9

. Reported non-

interest income (loss) was US($198)

million, compared with reported non-interest income

of US$212 million in the prior quarter, reflecting the impact

of U.S.

balance sheet restructuring activities. On

an adjusted basis, non-interest income of

US$454 million increased US$16 million,

or 4%, compared with the prior

quarter, reflecting higher fee revenue.

Average loan volumes were relatively flat, compared

with the prior quarter, reflecting a 1% decrease in business

loans, 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 were

6

Loan portfolios identified for sale or run-off include correspondent lending, residential jumbo mortgage,

export and import lending, commercial auto dealer portfolio, and other non-core

portfolios. Q1 2025 average loan volumes: US$192 billion (Q4 2024: US$193 billion; Q1 2024: US$191 billion).

Q1 2025 average loan volumes of loan portfolios identified for sale or run-

off: US$22 billion (Q4 2024: US$23 billion; Q1 2024: US$25 billion). Q1 2025 average loan volumes

excluding loan portfolios identified for sale or run-off: US$170 billion (Q4 2024:

US$170 billion; Q1 2024: US$166 billion).

7

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.

8

Expense estimates are subject to inherent risks and uncertainties and may vary based on the Bank’s ability to successfully

execute against its projects or programs in accordance with its

plans, including its ability to successfully execute against the U.S. BSA/AML remediation program. As well, expense estimates may vary if the scope of work in the U.S.

BSA/AML

remediation plan changes as a result of additional findings that are identified as work progresses.

9

The Bank’s Q2 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 • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 15

flat

6

,7

. Average deposit volumes increased US$3

billion, or 1%, compared with the prior

quarter, reflecting a 1% increase in personal deposits and

a 3% increase in

sweep deposits, partially offset by a 1% decrease

in business deposits.

AUA were US$43 billion as of January 31,

2025, flat compared with the prior quarter. AUM were US$9

billion, an increase of $1 billion, or 13%,

compared with

the prior quarter.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

with the prior quarter. PCL – impaired was US$371 million, an increase

of

US$65 million, or 21%, largely reflected

in the U.S. Cards portfolio, related

to the adoption impact of a model update, and

typical seasonal trends. PCL –

performing was a recovery of US$53

million, compared with a recovery of US$21

million in the prior quarter. The performing recovery this quarter

was largely

recorded in the consumer lending portfolios, reflecting

the adoption impact of a model update in

the U.S. Cards portfolio, partially offset by a build

in the

commercial lending portfolio related to policy

and trade uncertainty that could impact the

economic trajectory and credit performance.

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 0.67%, an increase

of 7 bps, compared with

the prior quarter.

Reported non-interest expenses for the quarter

were US$1,675 million, a decrease of US$28

million, or 2%, compared with the prior quarter, largely reflecting

lower legal and regulatory expenses, partially

offset by higher operating expenses. On an adjusted

basis, non-interest expenses decreased

US$42 million, or 2%.

The reported and adjusted efficiency ratios for

the quarter were 85.4% and 64.1%, respectively, compared with 72.4%

and 66.6%, respectively, in the prior

quarter.

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income

$

369

$

321

$

285

Non-interest income

1

3,229

3,616

2,850

Total revenue

3,598

3,937

3,135

Provision for (recovery of) credit losses –

impaired

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

Insurance service expenses

2

1,507

2,364

1,366

Non-interest expenses

1,173

1,107

1,047

Provision for (recovery of) income taxes

238

117

167

Net income

$

680

$

349

$

555

Selected volumes and ratios

Return on common equity

42.7

%

22.5

%

37.5

%

Return on common equity – Wealth Management

3

61.9

56.6

44.5

Return on common equity – Insurance

21.9

(13.1)

29.3

Efficiency ratio

32.6

28.1

33.4

Efficiency ratio, net of ISE

4

56.1

70.4

59.2

Assets under administration (billions of Canadian

dollars)

5

$

687

$

651

$

576

Assets under management (billions of Canadian

dollars)

556

530

479

Average number of full-time equivalent staff

15,059

14,939

15,386

1

Includes recoveries from reinsurers for catastrophe claims – Q1 2025: nil, Q4 2024: $718 million, Q1 2024: nil.

2

Includes estimated losses related to catastrophe claims – Q1 2025: nil, Q4 2024: $1,020 million, Q1 2024: $10

million.

3

Capital allocated to the business was 11.5% CET1 Capital.

4

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

Total revenue, net of ISE

– Q1: 2025 $2,091

million, Q4 2024: $1,573 million,

Q1 2024: $1,769 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 first quarter 2025 MD&A for additional information about this metric.

5

Includes

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

Banking segment.

Quarterly comparison – Q1 2025 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $125 million, or 23%,

compared with the first quarter last year,

reflecting Wealth Management net income of

$512 million, an increase of $157 million, or

44%, compared with the first quarter last

year, and Insurance net income

of $168 million, a decrease of $32 million, or 16%,

compared with the first quarter last year. The annualized

ROE for the quarter was 42.7%, compared

with 37.5%

in the first quarter last year. Wealth Management annualized ROE

for the quarter was 61.9%, compared

with 44.5% in the first quarter last year, and Insurance

annualized ROE for the quarter was 21.9%

compared with 29.3% in the first quarter

last year.

Revenue for the quarter was $3,598

million, an increase of $463

million, or 15%, compared with the first quarter

last year. Non-interest income was

$3,229 million, an increase of $379 million, or

13%, reflecting higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

$369 million, an increase of $84 million, or 29%,

compared with the first quarter last year, reflecting higher

deposit margins and volume growth.

AUA were $687 billion as at January 31, 2025,

an increase of $111 billion, or 19%, and AUM were $556 billion as at January 31, 2025, an

increase of

$77 billion, or 16%, compared with the

first quarter last year, both reflecting market appreciation

and net asset growth.

Insurance service expenses for the quarter

were $1,507 million, an increase of $141

million, or 10%, compared with the first quarter

last year, primarily reflecting

increased claims severity.

Non-interest expenses for the quarter were $1,173

million, an increase of $126 million, or

12%, compared with the first quarter last year, reflecting

higher

variable compensation,

higher spend supporting business growth initiatives

from technology costs and employee-related

expenses including the impact of TD

Share Compensation Initiative.

The efficiency ratio for the quarter was 32.6%,

compared with 33.4% in the first quarter

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

56.1%,

compared with 59.2% in the first quarter last

year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $331 million, or 95%, compared

with the prior quarter, reflecting

Wealth Management net income of $512 million,

an increase of $64 million, or 14%, compared

with the prior quarter, and Insurance net income of $168

million, an

increase of $267 million, compared with a loss

of $99 million in the prior quarter. The annualized ROE

for the quarter was 42.7%, compared with

22.5% in the prior

quarter. Wealth Management annualized ROE for the quarter was

61.9%, compared with 56.6% in the prior

quarter, and Insurance annualized ROE for the quarter

was 21.9% compared with -13.1% in the

prior quarter.

Revenue decreased $339

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

a result of reinsurance recoveries for

catastrophe claims in the prior

quarter of $718 million. Non-interest income

decreased $387

million, or 11%, reflecting lower reinsurance recoveries for

catastrophe claims, partially offset by

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 16

lower costs of reinsurance reinstatement

premiums, higher fee-based revenue,

transaction

revenue and insurance premiums. Net

interest income increased

$48 million, or 15%, reflecting higher deposit

volumes and margins.

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

increased $26

billion, or 5%, compared with the prior

quarter, both reflecting market appreciation and net asset

growth.

Insurance service expenses for the quarter

decreased $857 million, or 36%, compared

with the prior quarter, primarily the result of estimated losses

from

catastrophe claims of $1,020 million in

the prior quarter, partially offset by increased claims severity.

Non-interest expenses increased $66 million,

or 6%, compared with the prior quarter, primarily reflecting

higher employee-related expenses including

the impact

of TD Share Compensation Initiative

and higher variable compensation.

The efficiency ratio for the quarter was 32.6%,

compared with 28.1% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 56.1%, compared

with 70.4% in the prior quarter.

TABLE 10: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net interest income (loss) (TEB)

$

(107)

$

221

$

198

Non-interest income

2,107

1,550

1,582

Total revenue

2,000

1,771

1,780

Provision for (recovery of) credit losses –

impaired

33

134

5

Provision for (recovery of) credit losses –

performing

39

5

Total provision for (recovery of) credit losses

72

134

10

Non-interest expenses – reported

1,535

1,336

1,500

Non-interest expenses – adjusted

1,2

1,483

1,254

1,383

Provision for (recovery of) income taxes (TEB)

– reported

94

66

65

Provision for (recovery of) income taxes

(TEB) – adjusted

1

105

84

89

Net income – reported

$

299

$

235

$

205

Net income – adjusted

1

340

299

298

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

904

$

633

$

730

Average gross lending portfolio (billions of Canadian

dollars)

4

100.9

97.0

96.2

Return on common equity – reported

5

7.3

%

5.9

%

5.3

%

Return on common equity – adjusted

1,5

8.3

7.5

7.6

Efficiency ratio – reported

76.8

75.4

84.3

Efficiency ratio – adjusted

1

74.2

70.8

77.7

Average number of full-time equivalent staff

6,919

6,975

7,100

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

– Q1 2025: $52 million ($41 million after tax), Q4 2024: $82 million

($64 million after tax), Q1 2024: $117 million ($93 million after

tax).

3

Includes net interest income (loss) TEB of ($404) million, Q4 2024: ($149) million, Q1 2024: ($54) million, and trading

income (loss) of $1,308 million, Q4 2024: $782 million, Q1 2024:

$784 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 first 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 – Q1 2025 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

of $94 million, or 46%, compared with the

first quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL and non-interest expenses. On an

adjusted basis, net income was $340

million, an increase of

$42 million, or 14%, compared with the

first quarter last year.

Revenue for the quarter was $2,000 million, an

increase of $220 million, or 12%,

compared with the first quarter last year. Higher revenue

primarily reflects

higher trading-related revenue and underwriting

fees.

PCL for the quarter was $72 million, an increase

of $62 million compared with the first quarter

last year. PCL – impaired was $33 million, an increase of

$28 million compared with the prior year, primarily reflecting

a few new impairments. PCL – performing

was $39

million, an increase of $34 million compared

to the

prior year. The performing build this quarter reflects policy and

trade uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

were $1,535 million, an increase of $35

million, or 2%, compared with the first quarter

last year, primarily

reflecting higher variable compensation

commensurate with higher revenues, higher

front office and technology costs.

The higher non-interest expenses are

partially offset by the impact of a provision related

to the U.S. record keeping and trading regulatory

matters recorded in the same quarter last year

and lower

acquisition and integration-related costs. On

an adjusted basis, non-interest expenses

were $1,483 million, an increase of $100 million,

or 7%.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

of $64 million, or 27%, compared with the prior

quarter, primarily reflecting

higher revenues and lower PCL, partially offset

by higher non-interest expenses. On an adjusted

basis, net income was $340 million, an increase

of $41 million, or

14%.

Revenue for the quarter increased $229 million,

or 13%, compared with the prior quarter. Higher revenue

primarily reflects higher trading-related

revenue.

PCL for the quarter was $72 million, a decrease

of $62 million compared with the prior quarter. PCL – impaired

was $33 million, a decrease of $101 million, due

to higher impairments in the prior period.

PCL – performing was $39 million,

an increase of $39 million. The performing

build this quarter reflects policy and trade

uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

increased $199 million, or 15%, compared

with the prior quarter, primarily reflecting higher variable

compensation commensurate with higher

revenues, partially offset by lower acquisition

and integration-related costs. On an adjusted

basis, non-interest expenses

increased $229 million, or 18%.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 17

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

2024

Net income (loss) – reported

$

(359)

$

526

$

(591)

Adjustments for items of note

Amortization of acquired intangibles

61

60

94

Acquisition and integration charges related

to the Schwab transaction

35

32

Share of restructuring and other charges

from investment in Schwab

49

Restructuring charges

291

Impact from the terminated FHN acquisition-related

capital hedging strategy

54

59

57

Gain on sale of Schwab shares

(1,022)

Indirect tax matters

226

Less: impact of income taxes

22

84

113

Net income (loss) – adjusted

1

$

(266)

$

(200)

$

(181)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(370)

$

(389)

$

(217)

Other

104

189

36

Net income (loss) – adjusted

1

$

(266)

$

(200)

$

(181)

Selected volumes

Average number of full-time equivalent staff

22,748

22,826

23,437

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 first quarter of 2025 MD&A, which is incorporated

by reference.

Quarterly comparison – Q1 2025 vs. Q1 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

net loss of $591 million in the first quarter

last year. The lower

net loss primarily reflects the impacts of

prior year restructuring charges,

share of restructuring charges from investment

in Schwab and higher revenue from

treasury and balance sheet activities in the

current quarter. Net corporate expenses increased $153

million compared to the prior year, primarily reflecting higher

governance and control costs, pension and

benefit related costs. The adjusted net

loss for the quarter was $266 million,

compared with an adjusted net loss of

$181 million in the first quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

net income of $526 million in the prior quarter. The quarter-over-

quarter decrease primarily reflects the impacts

of prior quarter gain on sale of Schwab

shares, partially offset by the provision for indirect

tax matters. Net

corporate expenses decreased $19 million

compared to the prior quarter. The adjusted net loss

for the quarter was $266 million, compared with an

adjusted net

loss of $200 million in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 18

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

Access to Quarterly Results Materials

Interested investors, the media and others

may view the first 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 February

27, 2025. The call will be audio webcast

live through TD’s website at

9:30 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for the first 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 February 27,

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

February 27, 2025, until 11:59 p.m. ET on

March 14, 2025, by calling 905-694-9451 or 1-800-408-3053

(toll free). The passcode is 8753393#.

Annual Meeting

Thursday, April 10, 2025

Toronto, Ontario

About TD Bank Group

The Toronto-Dominion Bank and its

subsidiaries are collectively known as

TD Bank Group (“TD” or the “Bank”).

TD is the sixth largest bank in North

America by

assets and serves over 27.9 million customers

in four key businesses operating in a

number of locations in financial centres around

the globe: Canadian Personal

and Commercial Banking, including

TD Canada Trust and TD

Auto Finance Canada; U.S. Retail,

including TD Bank, America’s

Most Convenient Bank®, TD

Auto

Finance U.S., 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 17 million active online

and mobile customers. TD had $2.09

trillion in assets on January 31, 2025. The

Toronto-Dominion Bank trades under the

symbol “TD” on the Toronto Stock

Exchange and New York Stock Exchange.

For further information contact:

Brooke Hales,

Vice President, Investor Relations, 416-307-8647,

Brooke.hales@td.com

Elizabeth Goldenshtein,

Senior Manager, Corporate Communications,

416-994-4124, Elizabeth.goldenshtein@td.com

ex995

TD BANK GROUP DECLARES DIVIDENDS

(all amounts in Canadian dollars)

TORONTO – February 27,

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 April 30, 2025, payable on

and after April 30,

2025, to shareholders of record at the close of business

on April 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 April 30, 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 April 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 April 30,

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 April 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 April 30, 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 April 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 April 30, 2025, to

shareholders of record at the close of business on April

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;

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

Series 27, in an amount per share of $28.75; and

Series 28, in an amount per share of $36.16.

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

April 30, 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 17 million active online and mobile

customers. TD had $2.09 trillion in

assets on January 31, 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 January 31, 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 November 1,

2024 and ended on January 31, 2025 that has materially affected, or

is reasonably likely

to materially affect, the issuer's ICFR.

Date: February 27, 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 January 31, 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 November 1,

2024 and ended on January 31, 2025 that has materially affected, or

is reasonably likely

to materially affect, the issuer's ICFR.

Date: February 27, 2025

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer