6-K - TD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

______________________________

FORM

6-K

______________________________

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,

2024

Commission File Number:

001-14446

______________________________

The Toronto-Dominion Bank

(Translation of registrant's name into English)

______________________________

c/o General Counsel’s Office

P.O. Box 1

Toronto Dominion Centre

Toronto

Ontario

M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant

files or will file annual reports under cover

of Form 20-F or Form 40-F:

Form 20-F

☐

Form 40-F

☑

This Form 6-K, excluding Exhibit 99.4, Exhibit

99.5 and Exhibit 99.6 hereto, is incorporated by

reference into all outstanding Registration Statements

of The Toronto-

Dominion Bank filed with the U.S. Securities

and Exchange Commission.

EXHIBIT INDEX

Exhibit

Description

99.1

Quarter 2024 Report to Shareholders

99.2

Earnings Coverage

99.3

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

99.4

Q1 2024 Earnings News Release

99.5

Q1 2024 Dividend News Release

99.6

CEO and CFO Certificates

101

Interactive Data File (formatted as Inline

XBRL)

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)

FORM 6-K

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant

has duly caused this report to be signed

on its behalf by the undersigned, thereunto

duly

authorized.

THE TORONTO-DOMINION BANK

DATE:

February 29, 2024

By:

/s/ Ye Xia

Name:

Ye Xia

Title:

Associate Vice President, Legal Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports First Quarter 2024 Results

Report to Shareholders

•

Three months ended January 31, 2024

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements and

related Notes prepared in accordance

with International Financial Reporting Standards

(IFRS) as issued by the International

Accounting Standards Board (IASB),

unless otherwise noted. Certain comparative

amounts have been revised to conform

to the presentation adopted in the current period.

Reported results conform to 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 “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 $0.82.

●

Adjusted diluted earnings per share were

$2.00, compared with $2.23.

●

Reported net income was $2,824 million,

compared with $1,581 million.

●

Adjusted net income was $3,637 million,

compared with $4,154 million.

FIRST QUARTER ADJUSTMENTS (ITEMS OF

NOTE)

The first quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles of $94

million ($79 million after-tax or 4 cents

per share), compared with $54 million

($46 million after-tax or

3 cents per share) in the first quarter last

year.

●

Acquisition and integration charges related

to the Schwab transaction of $32 million

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

compared with

$34 million ($28 million after-tax or 2 cents

per share) in the first quarter last year.

●

Share of restructuring and other charges

from investment in Schwab of $49 million

(or

3 cents per share).

●

Restructuring charges of $291 million ($213

million after-tax or 12 cents per share).

●

Acquisition and integration charges related

to the Cowen acquisition of $117 million ($93 million

after-tax or 5 cents per share).

●

Impact from the terminated FHN acquisition-related

capital hedging strategy of $57 million

($43 million after-tax or 2 cents

per share).

●

FDIC special assessment of $411 million ($310 million after-tax

or 17 cents per share).

TORONTO

, February 29, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its financial

results for the first quarter ended January

31, 2024. Reported

earnings were $2.8 billion, up 79% compared

with the first quarter last year, and adjusted earnings were

$3.6 billion, down 12%.

“TD had a good start to the year, with revenue growth reflecting

higher fee-income from our markets-driven

businesses, including the contribution

from TD Cowen,

and higher volumes and deposit margins in

the Canadian Personal and Commercial

Bank,”

said Bharat Masrani, Group President and

Chief Executive Officer, TD

Bank Group. “Expense growth moderated

from last quarter as we made progress on

our restructuring initiatives,

delivering efficiencies across the Bank.”

Canadian Personal and Commercial Banking

delivered a strong quarter supported

by volume growth and margin expansion

Canadian Personal and Commercial

Banking net income was $1,785 million, an

increase of 3% compared to the first quarter

last year. The increase reflects

revenue growth, partially offset by higher non-interest

expenses and provisions for credit losses

(PCL). Revenue was $4,884 million, an increase

of 6%, reflecting

8% growth in net interest income driven by

volume growth and margin expansion.

Canadian Personal and Commercial

Banking delivered another strong quarter

for New to Canada account openings and

continued momentum in credit cards. TD

launched the Low Rate Visa card, further enhancing

its award-winning line up of credit cards.

In addition, TD Auto Finance delivered

strong performance in prime

retail auto lending and accelerated acquisition

of dealer relationships in its commercial

business year-over-year. Small Business Banking helped

over

165,000 clients conveniently repay or refinance

Canada Emergency Business Account

loans.

The U.S. Retail Bank delivered loan growth

and operating momentum in a challenging

environment

U.S. Retail reported net income of $907 million,

a decrease of 43% (43% in U.S. dollars)

compared with the first quarter last year. On an adjusted

basis, net

income was $1,217 million, a decline of 27%

(27% in U.S. dollars). TD Bank’s investment

in The Charles Schwab Corporation (“Schwab”)

contributed $194 million

in earnings, a decrease of 36% (35% 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

of $713 million (US$526 million), a decrease

of 44% (45% in U.S.

dollars) from the first quarter last year, primarily reflecting

the Federal Deposit Insurance Corporation

(FDIC) special assessment, lower revenue

and higher PCL.

On an adjusted basis net income was $1,023

million (US$752 million), a decrease of 25% (26%

in U.S. dollars) from the first quarter last

year.

The U.S. Retail Bank continued to deliver loan

growth while maintaining its through-the-cycle

underwriting standards, with total average

loan balances up 9%

compared with the first quarter last year

and up 2% from last quarter. Average deposit volumes declined

9% year-over-year and 1% quarter-over-quarter.

Excluding sweep deposits, total personal

and business deposit average balances

were down 2% year-over-year and flat quarter-over-quarter,

reflecting

competitive market conditions.

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

(TD AMCB) announced a three-year US$20

billion Community Impact Plan to support lending,

philanthropy, and banking access in diverse and underserved

communities across its footprint. TD AMCB

continued to deliver innovative solutions to

small

business clients with the launch of Tap to Pay on iPhone and Zelle for Small Business,

offering enhanced convenience and payment

functionality.

Wealth Management and Insurance delivered

good performance reflecting the strength

of its diversified businesses

Wealth Management and Insurance net income

was $555 million, relatively flat compared

with the first quarter last year, as positive top-line

momentum was

partially offset by higher insurance service expenses.

This quarter’s revenue growth of 8%

reflected insurance premium growth

and higher fee-based revenue in

the asset management and advice-based

businesses.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 2

This quarter, Wealth Management and Insurance’s investments in

client-centric innovation continued to

drive momentum and gain recognition.TD

Direct Investing

ranked as the #1 Direct Investing Brokerage

in Canada by the Globe and Mail for the

second consecutive year. Eighteen mutual funds and ETFs

managed by TD

Asset Management received 2023 FundGrade

A+ Awards by Fundata Canada Inc. for demonstrating

strong risk-adjusted performance relative

to industry peers,

underscoring the expertise of the Bank’s investment

teams.

Wholesale Banking delivered record

revenue

Wholesale Banking reported net income for

the quarter was $205 million, a decrease

of $126 million compared with the first quarter

last year, reflecting higher non-

interest expenses which include integration-related

costs of $117 million and a provision of $102 million taken in connection

with the industry-wide U.S. record

keeping matter, partially offset by higher revenues. On an adjusted

basis, net income was $298 million, a decrease

of $49 million or 14%. Revenue for the quarter

was $1,780 million, an increase of $435 million,

or 32%, compared with the first quarter

last year, reflecting the segment’s expanded capabilities

from the inclusion

of TD Cowen and strong performance across

Global Markets and Corporate and Investment

Banking.

This quarter, the Wholesale Bank continued to demonstrate its

leadership in Environmental, Social, and

Governance (ESG). TD Securities was

joint lead manager

on a 3-year (US$1.5 billion) Social Bond for

the International Finance Corporation (IFC)

to support low-income communities

in emerging markets. The transaction

represents IFC’s largest social bond ever issued.

TD Securities was also joint lead manager

on a new (AUD$1.5 billion) Green

Bond issued by KFW Development

Bank, the issuer’s largest ever transaction in the

Australian market.

Continuing to innovate for customers

The Bank continued to enhance TD Invent, its

enterprise approach to innovation, including

reaching a milestone with over 700 patents

across Canada and the

U.S. as of this quarter. For the third consecutive year, the Bank was recognized

by the Business Intelligence Group’s annual BIG

Innovation Awards, ranking

highest in the Organization and Product categories

for the TD Accessibility Adapter, a colleague-developed

browser plug-in that helps to make online experiences

more inclusive.

Capital

TD’s Common Equity Tier 1 Capital ratio was 13.9%.

Conclusion

“Looking ahead, TD is well-positioned from

both a capital and funding perspective,

with the capacity to continue to invest in our business

and return capital to

shareholders,”

said Masrani. “I want to thank our more than

95,000 TD bankers who continue to deliver

for our customers, communities, and shareholders.”

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

on page 4.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 3

ENHANCED DISCLOSURE TASK FORCE

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

Stability

Board in 2012 to identify fundamental

disclosure principles,

recommendations and leading practices to enhance

risk disclosures of banks. The index below includes

the recommendations (as published by

the EDTF) and

lists the location of the related EDTF disclosures

presented in the first quarter 2024 Report to

Shareholders (RTS), Supplemental Financial Information

(SFI),

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 2024 RTS,

Management’s Discussion and Analysis,

or the Interim Consolidated Financial Statements.

Certain disclosure references have

been made to the Bank’s

2023 Annual Report.

Type of

Risk

Topic

EDTF Disclosure

Page

RTS

First

Quarter

2024

SFI

First

Quarter

2024

SRD

First

Quarter

2024

Annual Report

2023

General

Present all related risk information together in any particular report.

Refer to below for location of disclosures

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

values used.

83-88, 92, 97,

99-101, 112-114

Describe and discuss top and emerging risks.

76-82

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

are finalized.

28, 41

72, 109

Risk

Governance

and Risk

Management

and

Business

Model

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

functions.

84-87

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

culture.

83-84

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

activities.

71, 83, 88-116

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

frameworks.

70, 87, 95, 112

Capital

Adequacy

and Risk

Weighted

Assets

Pillar 1 capital requirements and the impact for global systemically important

banks.

25-27, 76

1-3, 6

67-69, 73,

219

Composition of capital and reconciliation of accounting balance sheet to the

regulatory balance sheet.

1-3, 5

Flow statement of the movements in regulatory capital.

Discussion of capital planning within a more general discussion of

management’s strategic planning.

68-70, 112

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

and

related risks.

9-13

70-71

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

89-92, 94-95

Tabulate credit risk in the banking book

for Basel asset classes and major

portfolios.

34-51, 56-62

Flow statement reconciling the movements of RWA by risk type.

16-17

Discussion of Basel III back-testing requirements.

91, 95, 99

Liquidity

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

33-35, 37-38

101-103,

105-106

Funding

Encumbered and unencumbered assets in a table by balance sheet

category.

104, 214

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

41-43

109-111

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

36-41

106-109

Market Risk

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

balance sheet.

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

30, 32

93, 96-97

Significant market risk measurement model limitations and validation

procedures.

94-97, 99

Primary risk management techniques beyond reported risk measures and

parameters.

94-97

Credit Risk

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

risk profile, including any significant credit risk concentrations.

22-25, 61-66

21-36

1-5, 13, 16,

18-76

54-66, 88-92,

171-178, 187,

190-191,

217-218

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

62, 147-148,

154, 177

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

period and the allowance for loan losses.

23, 63-65

25, 29

60, 174-176

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

transactions.

50-52, 63-67

91, 159,

181-183, 187,

190-191

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

credit risk.

91, 151, 159

Other Risks

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

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

97-100, 112-116

Discuss publicly known risk events related to other risks.

81-82, 212-213,

221

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

Caution Regarding Forward-Looking Statements

Changes in Internal Control over Financial Reporting

Financial Highlights

Glossary

Significant Events

How We Performed

Financial Results Overview

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

How Our Businesses Performed

Interim Consolidated Balance Sheet

Quarterly Results

Interim Consolidated Statement of Income

Balance Sheet Review

Interim Consolidated Statement of Comprehensive Income

Credit Portfolio Quality

Interim Consolidated Statement of Changes in Equity

Capital Position

Interim Consolidated Statement of Cash Flows

Managing Risk

Notes to Interim Consolidated Financial Statements

Securitization and Off-Balance Sheet Arrangements

Accounting Policies and Estimates

SHAREHOLDER AND INVESTOR INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATING

PERFORMANCE

This MD&A is presented to enable readers

to assess material changes in the financial

condition and operating results of TD Bank

Group (“TD” or the “Bank”) for

the three months ended January 31, 2024,

compared with the corresponding periods

shown. This MD&A should be read in conjunction

with the Bank’s unaudited

Interim Consolidated Financial Statements

and related Notes included in this Report

to Shareholders and with the 2023 Consolidated

Financial Statements and

related Notes and 2023 MD&A. This MD&A

is dated February 28, 2024. Unless otherwise

indicated, all amounts are expressed

in Canadian dollars and have been

primarily derived from the Bank’s 2023 Consolidated

Financial Statements and related Notes or Interim

Consolidated Financial Statements and

related Notes,

prepared in accordance with IFRS as issued

by the IASB. Note that certain comparative

amounts have been revised to conform

with the presentation adopted in

the current period.

Additional information relating to the Bank,

including the Bank’s 2023 Annual Information

Form, is available on the Bank’s website at

http://www.td.com as well as on SEDAR+

at http://www.sedar.com and on the SEC’s website at http://www.sec.gov (EDGAR filers section).

Caution Regarding Forward-Looking Statements

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

in this document, in other filings with Canadian regulators or the

United States (U.S.) Securities and Exchange Commission (SEC), and in other communications. In

addition, representatives of the Bank may make forward-looking statements orally to

analysts, investors, the media, and others. All such statements are made pursuant to the “safe harbour” provisions

of, and are intended to be forward-looking statements under,

applicable

Canadian and U.S. securities legislation, including the

U.S. Private Securities Litigation Reform Act of 1995

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

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

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

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

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

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

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

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

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

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

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

“target”, “will”, and “would” and similar expressions or variations thereof, or the negative thereof, but these terms

are not the exclusive means of identifying such statements.

By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to

inherent risks and uncertainties, general and specific. Especially in light of

the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and

uncertainties – many of which are beyond the Bank’s control and the

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

from the expectations expressed in the forward-looking statements. Risk factors that could cause,

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

commodity, foreign exchange, interest rate,

and credit spreads), operational (including

technology, cyber security,

and infrastructure), model, insurance, liquidity,

capital adequacy, legal, regulatory compliance and

conduct, reputational, environmental and social, and other

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

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

regulatory oversight and compliance risk;

the ability of the Bank to execute on long-term strategies, shorter-term key strategic priorities, including the successful

completion of acquisitions

and dispositions and integration of acquisitions,

the ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business

retention plans, and other

strategic plans; technology and cyber security risk (including cyber-attacks, data security breaches or technology

failures) on the Bank’s technologies, systems and networks, those of the

Bank’s customers (including their own devices), and third parties providing services to

the Bank; model risk; fraud activity; insider risk; the failure of third parties to comply with their

obligations to the Bank or its affiliates, including relating to the care and control of information, and other

risks arising from the Bank’s use of third parties; the impact of new and changes

to,

or application of, current laws,

rules and regulations, including without limitation tax laws, capital guidelines and liquidity regulatory

guidance; increased competition from incumbents and

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

environmental and social risk (including climate change);

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

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

exchange rates, interest rates, credit spreads and equity prices; the interconnectivity of Financial Institutions including

existing and potential international debt crises; increased funding

costs and market volatility due to market illiquidity and competition for funding; Interbank Offered Rate

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

standards, policies, and methods used by the Bank; the economic, financial, and other impacts of pandemics; and

the occurrence

of natural and unnatural catastrophic events and claims

resulting from such events. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and

other factors could also adversely affect the Bank’s results. For more

detailed information, please refer to the “Risk Factors and Management” section of the 2023 MD&A, as may be

updated in subsequently filed quarterly reports to shareholders and news

releases (as applicable) related to any events or transactions discussed under the heading “Significant Events” in

the relevant MD&A, which applicable releases may be found on

www.td.com. All such factors, as well as other uncertainties and potential events,

and the inherent uncertainty of forward-looking statements, should be considered carefully when making

decisions with respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank’s

forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set out

in the 2023 MD&A under the heading “Economic Summary and Outlook”,

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

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

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

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

filed quarterly reports to shareholders.

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

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

shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and

anticipated financial performance as at and for the periods ended on the dates

presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking

statements, whether written or oral, that may be made from time to

time by or on its behalf, except as required under applicable law.

TD BANK GROUP • FIRST QUARTER 2024 •

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

2024

2023

Results of operations

Total revenue – reported

13,714

13,178

12,201

Total revenue – adjusted

1,2

13,771

13,242

13,077

Provision for (recovery of) credit losses

1,001

878

690

Insurance service expenses (ISE)

1,366

1,346

1,164

Non-interest expenses – reported

8,030

7,628

8,112

Non-interest expenses – adjusted

1,2

7,125

6,988

6,337

Net income – reported

2,824

2,866

1,581

Net income – adjusted

1,2

3,637

3,485

4,154

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

904.3

895.9

836.7

Total assets

1,910.9

1,955.1

1,926.6

Total deposits

1,181.3

1,198.2

1,220.6

Total equity

112.4

112.1

112.0

Total risk-weighted assets

579.4

571.2

531.6

Financial ratios

Return on common equity (ROE) – reported

1,4

10.9

10.5

5.9

Return on common equity – adjusted

1,2

14.1

12.9

16.1

Return on tangible common equity (ROTCE)

1,2,4

14.9

14.3

8.0

Return on tangible common equity – adjusted

1,2

18.7

17.1

21.1

Efficiency ratio – reported

1,4

58.6

57.9

66.5

Efficiency ratio – adjusted, net of ISE

1,2,4,5

57.4

58.7

53.2

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.44

0.39

0.32

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

1.55

1.48

0.82

Diluted

1.55

1.48

0.82

Dividends per share

1.02

0.96

Book value per share

57.34

56.56

55.07

Closing share price

81.67

77.46

92.06

Shares outstanding (millions)

Average basic

1,776.7

1,806.3

1,820.7

Average diluted

1,778.2

1,807.8

1,823.1

End of period

1,772.1

1,790.7

1,828.9

Market capitalization (billions of Canadian dollars)

144.7

138.7

168.4

Dividend yield

4.9

4.7

4.3

Dividend payout ratio

65.7

64.6

116.6

Price-earnings ratio

1,4

13.1

14.0

11.1

Total shareholder return (1 year)

(6.9)

(5.7)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

Basic

2.01

1.82

2.24

Diluted

2.00

1.82

2.23

Dividend payout ratio

50.7

52.4

42.9

Price-earnings ratio

10.6

9.8

10.8

Capital ratios

Common Equity Tier 1 Capital ratio

13.9

14.4

15.5

Tier 1 Capital ratio

15.7

16.2

17.5

Total Capital ratio

17.6

18.1

19.9

Leverage ratio

4.4

4.8

TLAC ratio

30.8

32.7

36.6

TLAC Leverage ratio

8.6

8.9

9.9

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

adoption of IFRS 17,

Insurance Contracts

(IFRS 17). Refer to Note 2 of

the Bank’s first quarter 2024 Interim Consolidated Financial Statements for further details.

The Toronto-Dominion Bank (“TD” or the

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

GAAP, and refers

to results prepared in

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

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

and to measure overall Bank performance. To

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

We Performed” section of this document

for further explanation, a list of the items of note, and a reconciliation of adjusted to reported results. Non-GAAP financial

measures and ratios used in this document are not defined terms

under IFRS and, therefore, may not be comparable to similar terms used by other issuers.

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

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

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

Loss Absorbing Capacity (TLAC) guidelines.

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

For additional information

about this metric, refer to the Glossary of this document.

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

total revenue, net of ISE. Adjusted total revenue, net of ISE – Q1 2024:

$12,405 million, Q4 2023: $11,896 million, Q1 2023: $11,913

million. Effective the first quarter of 2024, the composition of this non-GAAP ratio

and the comparative amounts have been

revised.

Toronto Stock Exchange closing market

price.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT EVENTS

Restructuring Charges

The Bank continued to undertake certain

measures in the first quarter of 2024 to reduce

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

measures, the Bank incurred $291 million

of restructuring charges which primarily

relate to employee severance and other personnel-related

costs and real estate

optimization.

The Bank continues to expect to incur restructuring

charges in the first half of calendar 2024

that are of a similar magnitude to the restructuring

charges incurred in the fourth quarter of 2023.

Federal Deposit Insurance Corporation

Special Assessment

On November 16, 2023, the FDIC announced

a final rule that implements a special assessment

to recover the losses to the Deposit Insurance

Fund arising from

the protection of uninsured depositors during

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

The FDIC special assessment resulted in

the recognition of $411 million

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

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

On February 23, 2024, the FDIC notified

all institutions subject to

the special assessment that its estimate of

total losses has increased compared to

the amount communicated with the final rule

in November 2023. The FDIC

plans to provide institutions subject to

the special assessment an updated estimate

with its first quarter 2024 special assessment

invoice, to be released in June

At this time, it is not known what the

final FDIC special assessment will be, but

the Bank expects the FDIC special assessment

to increase.

HOW WE PERFORMED

CORPORATE OVERVIEW

The Toronto-Dominion Bank and its subsidiaries are collectively known

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

TD is the sixth largest bank in North America

assets and serves more than 27.5 million customers

in four key businesses operating in a number

of locations in financial centres around

the globe: Canadian

Personal and Commercial Banking, including

TD Canada Trust and TD Auto Finance Canada; U.S.

Retail, including TD Bank, America’s Most Convenient

Bank

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

an investment in The Charles Schwab Corporation;

Wealth Management and Insurance, including TD

Wealth

(Canada), TD Direct Investing, and TD

Insurance; and Wholesale Banking, including

TD Securities and TD Cowen. TD also ranks

among the world’s leading

online financial services firms, with more

than 17 million active online and mobile customers.

TD had $1.91 trillion in assets on January 31,

The Toronto-

Dominion Bank trades under the symbol “TD”

on the Toronto and New York Stock Exchanges.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS and refers to results prepared

in accordance with IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are

historical, non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

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

for “items of note” from reported

results. Items of note are items which

management does not believe are indicative of

underlying business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective income

tax rate. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how management views the Bank’s performance.

Non-GAAP financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and position,

and capital management measures depict

the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

comprised of agreements with certain

U.S. retailers pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present

the gross amount of revenue and PCL related

to these portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses

attributable to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

On October 6, 2020, the Bank acquired an approximately

13.5% stake in The Charles Schwab Corporation

(“Schwab”) following the completion of

Schwab’s

acquisition of TD Ameritrade Holding Corporation

(“TD Ameritrade”) of which the Bank

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

On August 1, 2022,

the Bank sold 28.4 million non-voting common

shares of Schwab, at a price of US$66.53

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

billion), which reduced the

Bank’s ownership interest in Schwab to approximately

12.0%.

The Bank accounts for its investment in

Schwab using the equity method. The U.S.

Retail segment reflects the Bank’s share of

net income from its investment

in Schwab. The Corporate segment net income

(loss) includes amounts for amortization

of acquired intangibles, the acquisition

and integration charges related to

the Schwab transaction, and the Bank’s share of restructuring

and other charges incurred by Schwab.

The Bank’s share of Schwab’s earnings available to

common shareholders is reported with

a one-month lag. For further details, refer

to Note 7 of the Bank’s first quarter 2024

Interim Consolidated Financial

Statements.

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with an

initial expiration

date of July 1, 2031. Under the 2019 Schwab

IDA Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by up

to US$10 billion per year

(subject to certain limitations and adjustments),

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

requested some further operational flexibility

to allow for the

sweep deposit balances to fluctuate over

time, under certain conditions and subject to

certain limitations.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 7

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”),

which replaced the

2019 Schwab IDA Agreement. Pursuant

to the 2023 Schwab IDA Agreement, the Bank

continues to make sweep deposit accounts

available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate obligation amounts

(FROA). Remaining deposits over

the minimum level of FROA are

designated as floating-rate obligations. In comparison

to the 2019 Schwab IDA Agreement, the 2023

Schwab IDA Agreement extends the initial

expiration date by

three years to July 1, 2034 and provides for

lower deposit balances in its first six years,

followed by higher balances in the later

years. Specifically, until

September 2025, the aggregate FROA

will serve as the floor. Thereafter, the floor will be set at US$60 billion.

In addition, Schwab has the option to buy

down up

to $6.8 billion (US$5 billion)

of FROA by paying the Bank certain

fees in accordance with the 2023 Schwab

IDA Agreement, subject to certain limits. Refer

to the

“Related Party Transactions” section in the 2023

MD&A for further details.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $0.7

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

FROA buydown

allowance and paid $32 million (US$23 million)

in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement.

The fees are intended to

compensate the Bank for losses incurred

this quarter from discontinuing certain

hedging relationships, and for lost revenues.

The net impact is recorded in net

interest income.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Net interest income

7,488

7,494

7,733

Non-interest income

6,226

5,684

4,468

Total revenue

13,714

13,178

12,201

Provision for (recovery of) credit losses

1,001

878

690

Insurance service expenses

1,366

1,346

1,164

Non-interest expenses

8,030

7,628

8,112

Income before income taxes and share

of net income from

investment in Schwab

3,317

3,326

2,235

Provision for (recovery of) income taxes

634

616

939

Share of net income from investment in

Schwab

141

156

285

Net income – reported

2,824

2,866

1,581

Preferred dividends and distributions on other

equity instruments

196

Net income available to common shareholders

2,750

2,670

1,498

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 8

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events” or “Financial

Results Overview” 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

2024

2023

Operating results – adjusted

Net interest income

7,545

7,558

7,862

Non-interest income

1,2

6,226

5,684

5,215

Total revenue

13,771

13,242

13,077

Provision for (recovery of) credit losses

1,001

878

690

Insurance service expenses

1,366

1,346

1,164

Non-interest expenses

2,3

7,125

6,988

6,337

Income before income taxes and share

of net income from investment in Schwab

4,279

4,030

4,886

Provision for income taxes

872

779

1,060

Share of net income from investment in

Schwab

230

234

328

Net income – adjusted

3,637

3,485

4,154

Preferred dividends and distributions on other

equity instruments

196

Net income available to common shareholders

– adjusted

3,563

3,289

4,071

Pre-tax adjustments for items of note

Amortization of acquired intangibles

(94)

(92)

(54)

Acquisition and integration charges related

to the Schwab transaction

3,4

(32)

(31)

(34)

Share of restructuring and other charges

from investment in Schwab

(49)

(35)

–

Restructuring charges

(291)

(363)

–

Acquisition and integration-related charges

(117)

(197)

(21)

Charges related to the terminated First

Horizon (FHN) acquisition

–

(106)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(57)

(64)

(876)

Litigation (settlement)/recovery

–

(1,603)

FDIC special assessment

(411)

–

Less: Impact of income taxes

Amortization of acquired intangibles

(15)

(9)

(8)

Acquisition and integration charges related

to the Schwab transaction

(6)

(5)

(6)

Restructuring charges

(78)

(97)

–

Acquisition and integration-related charges

(24)

(36)

(5)

Charges related to the terminated FHN acquisition

–

(26)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(14)

(16)

(216)

Litigation (settlement)/recovery

–

(445)

FDIC special assessment

(101)

–

Canada Recovery Dividend (CRD) and

federal tax rate increase for fiscal 2022

–

585

Total adjustments for items of note

(813)

(619)

(2,573)

Net income available to common shareholders

– reported

2,750

2,670

1,498

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

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

to-market gains (losses) on interest rate swaps recorded in non-interest income – Q1 2023: ($998) million, ii) basis

adjustment amortization related to de-designated fair value hedge

accounting relationships, recorded in net interest income – Q1 2023: $122 million,

and iii) interest income (expense) recognized on the interest rate swaps, reclassified from non-interest

income to net interest income with no impact to total adjusted net income – Q1 2023: $251 million. After the termination

of the merger agreement, the residual impact of the strategy is

reversed through net interest income – Q1 2024: ($57) million, Q4 2023: ($64) million.

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

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

i. Amortization of acquired intangibles – Q1 2024: $63 million, Q4 2023: $62 million,

Q1 2023: $24 million, reported in the Corporate segment;

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

transaction – Q1 2024: $23 million, Q4 2023: $18 million, Q1 2023: $21 million, reported in the

Corporate

segment;

iii. Acquisition and integration-related charges – Q1 2024: $117

million, Q4 2023: $197 million, Q1 2023: $21 million, reported in the Wholesale Banking segment;

iv. Charges related to the terminated

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

v. Stanford litigation settlement

– Q1 2023: $1,603 million, reported in the Corporate segment;

vi. Restructuring charges – Q1 2024: $291 million,

Q4 2023: $363 million, reported in the Corporate segment;

and

vii. FDIC special assessment – Q1 2024: $411

million, reported in the U.S. Retail segment.

Adjusted share of net income from investment in Schwab excludes the following items of note on an after-tax basis.

The earnings impact of these items is reported in the Corporate

segment:

i. Amortization of Schwab-related acquired intangibles – Q1 2024: $31 million, Q4

2023: $30 million, Q1 2023: $30 million;

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

Schwab’s acquisition of TD Ameritrade – Q1 2024: $9 million, Q4 2023: $13 million,

Q1 2023: $13 million;

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

$27 million, Q4 2023: $35 million; and

iv. The Bank’s share

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

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

combinations, including the after-tax amounts for amortization of

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

Refer to footnotes 3 and 4 for amounts.

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

reported in the Corporate segment.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

(Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Basic earnings per share – reported

1.55

1.48

0.82

Adjustments for items of note

0.45

0.34

1.41

Basic earnings per share – adjusted

2.01

1.82

2.24

Diluted earnings per share – reported

1.55

1.48

0.82

Adjustments for items of note

0.45

0.34

1.41

Diluted earnings per share – adjusted

2.00

1.82

2.23

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

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

rounding.

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Schwab

Wholesale Banking related intangibles

Other

Included as items of note

Software and asset servicing rights

Amortization of intangibles, net of income

taxes

175

176

136

Included in Share of net income from investment in Schwab.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

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

ROE for the business segments is calculated

as the segment net income attributable

to common shareholders as a percentage of average

allocated capital. The

Bank’s methodology for allocating capital to its

business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated

to the business segments was increased

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

compared with 11% in fiscal 2023.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2024

2023

Average common equity

100,269

100,998

100,441

Net income available to common shareholders

– reported

2,750

2,670

1,498

Items of note, net of income taxes

813

619

2,573

Net income available to common shareholders

– adjusted

3,563

3,289

4,071

Return on common equity – reported

10.9

10.5

5.9

Return on common equity – adjusted

14.1

12.9

16.1

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

Return on Tangible Common Equity

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

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

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

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2024

2023

Average common equity

100,269

100,998

100,441

Average goodwill

18,208

18,217

17,486

Average imputed goodwill and intangibles on investments

in Schwab

6,056

6,094

6,160

Average other acquired intangibles

615

635

442

Average related deferred tax liabilities

(231)

(114)

(174)

Average tangible common equity

75,621

76,166

76,527

Net income available to common shareholders

– reported

2,750

2,670

1,498

Amortization of acquired intangibles, net of income

taxes

Net income available to common shareholders

adjusted for

amortization of acquired intangibles,

net of income taxes

2,829

2,753

1,544

Other items of note, net of income taxes

734

536

2,527

Net income available to common shareholders

– adjusted

3,563

3,289

4,071

Return on tangible common equity

14.9

14.3

8.0

Return on tangible common equity – adjusted

18.7

17.1

21.1

Excludes intangibles relating to software and asset servicing rights.

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 10

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, 2024 vs.

January 31, 2023

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

Total revenue – adjusted

Non-interest expenses – reported

Non-interest expenses – adjusted

Net income – reported, after-tax

Net income – adjusted, after-tax

Share of net income from investment in

Schwab

–

U.S. Retail segment net income – reported,

after-tax

U.S. Retail segment net income – adjusted,

after-tax

Earnings per share

(Canadian dollars)

Basic – reported

–

Basic – adjusted

–

Diluted – reported

–

Diluted – adjusted

–

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

January 31

2024

2023

U.S. dollar

0.739

0.741

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

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

document.

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

lag.

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the first quarter of 2024. Shareholder

performance indicators help guide and benchmark

the Bank’s

accomplishments. For the purposes

of this analysis, the Bank utilizes adjusted earnings,

which excludes items of note from the reported

results that are prepared

in accordance with IFRS. Reported and

adjusted results and items of note are explained

in “Non-GAAP and Other Financial

Measures” in the “How We Performed”

section of this document.

●

Adjusted diluted EPS for the three months

ended January 31, 2024, decreased 10%

from the same period last year.

●

Adjusted ROTCE for the three months ended

January 31, 2024, was 18.7%.

●

For the twelve months ended January 31, 2024,

the total shareholder return was -6.9% compared

to the Canadian peer

average of -0.1%.

Net Income

Quarterly comparison – Q1 2024 vs. Q1 2023

Reported net income for the quarter was $2,824

million, an increase of $1,243 million, or 79%,

compared with the first quarter last year, primarily reflecting

the

impact of the Stanford litigation settlement

in the prior year, the loss from the net effect of the terminated

FHN acquisition-related capital hedging

strategy, and

prior year recognition of a provision for income

taxes in connection with the CRD and increase

in the Canadian federal tax rate for fiscal

On an adjusted

basis, net income for the quarter was $3,637

million, a decrease of $517 million, or 12%,

compared with the first quarter last

year, primarily reflecting higher non-

interest expenses and higher PCL, partially

offset by higher revenues.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $1,989 million, in Canadian Personal and

Commercial Banking

of $56 million, and in Wealth Management and

Insurance of $1 million, partially offset by decreases

in U.S. Retail of $677 million and in

Wholesale Banking of

$126 million.

Quarterly comparison – Q1 2024 vs. Q4 2023

Reported net income for the quarter decreased

$42 million, or 1%, compared with the prior

quarter, primarily reflecting higher

non-interest expenses, including the

DIC special assessment, and higher PCL,

partially offset by higher revenues. Adjusted net

income for the quarter increased $152

million, or 4%.

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $362

million and in the Corporate segment of $37

million, partially offset

by increases in Wholesale Banking of

$188 million, in Canadian Personal and

Commercial Banking of $106 million, and

in Wealth Management and Insurance of

$63 million.

Net Interest Income

Quarterly comparison – Q1 2024 vs. Q1 2023

Reported net interest income for the quarter

was $7,488 million, a decrease of $245 million,

or 3%, compared with the first quarter

last year, primarily reflecting

lower net interest income in Wholesale Banking

and lower deposit volumes and margins

in U.S. Retail, partially offset by higher

volumes

in Canadian Personal and

Commercial Banking. On an adjusted basis, net

interest income was $7,545 million, a

decrease of $317 million, or 4%.

By segment, the decrease in reported net interest

income reflects decreases in Wholesale

Banking of $327 million and in U.S. Retail

of $268 million, partially

offset by increases in Canadian Personal

and Commercial Banking of $294 million, in

the Corporate segment of $54 million, and

in Wealth Management and

Insurance of $2 million.

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 2024 •

REPORT TO SHAREHOLDERS

Page 11

Quarterly comparison – Q1 2024 vs. Q4 2023

Reported net interest income for the quarter

decreased $6 million, compared with the

prior quarter, primarily reflecting lower revenue

in treasury and balance sheet

management activities, lower net interest income

in Wholesale Banking, and lower deposit

volumes in U.S. Retail, partially offset by

higher volumes and margins in

Canadian Personal and Commercial

Banking. On an adjusted basis, net interest

income decreased $13 million.

By segment, the decrease in reported net interest

income reflects decreases in the Corporate

segment of $55 million, in U.S. Retail of $52 million,

and in

Wholesale Banking of $47 million, partially

offset by increases in Canadian Personal

and Commercial Banking of $128 million

and in Wealth Management and

Insurance of $20 million.

Non-Interest Income

Quarterly comparison – Q1 2024 vs. Q1 2023

Reported non-interest income for the quarter

was $6,226 million, an increase of $1,758

million, or 39%, compared with the first quarter

last year, primarily

reflecting higher equity commissions, lending

revenue primarily from syndicated and

leveraged finance, underwriting fees, and

trading-related revenue in

Wholesale Banking, the prior year’s

loss from the net effect of the terminated

FHN acquisition-related capital hedging strategy, and higher insurance

premiums. On

an adjusted basis, non-interest

income was $6,226 million, an increase

of $1,011 million, or 19%.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $762 million, in the Corporate

segment of $733 million, in

Wealth Management and Insurance of $218 million,

in U.S. Retail of $44 million, and in

Canadian Personal and Commercial Banking

of $1 million.

Quarterly comparison – Q1 2024 vs. Q4 2023

Non-interest income for the quarter increased

$542 million, or 10%, compared with the prior

quarter, primarily reflecting higher trading-related

revenue, lending

revenue, and underwriting fees in Wholesale

Banking, and higher insurance premiums.

By segment, the increase in non-interest income

reflects increases in Wholesale Banking

of $339 million, in Wealth Management

and Insurance of $159 million,

in U.S. Retail of $32 million, in the Corporate

segment of $10 million, and in Canadian Personal

and Commercial Banking of $2 million.

Provision for Credit Losses

Quarterly comparison – Q1 2024 vs. Q1 2023

PCL for the quarter was $1,001 million, an increase

of $311 million compared with the first quarter last year. PCL – impaired

was $934 million, an increase of

$381 million, or 69%, reflecting further normalization

of credit performance in the consumer lending

portfolios,

and credit migration in the commercial lending

portfolios.

PCL – performing was $67 million, a decrease

of $70 million, reflecting a lower build

in the current quarter. The performing provisions this quarter

were

largely recorded in the Canadian Personal and

Commercial Banking segment,

reflecting volume growth and

current credit conditions. Total PCL for the quarter as

an annualized percentage of credit volume

was 0.44%.

By segment, PCL was higher by $185

million in U.S. Retail, by $96 million in Canadian

Personal and Commercial Banking, by $52

million in the Corporate

segment, and lower by $22 million in

Wholesale Banking.

Quarterly comparison – Q1 2024 vs. Q4 2023

PCL for the quarter was $1,001 million, an increase

of $123 million compared with the prior

quarter. PCL – impaired was $934 million, an increase

of $215 million,

or 30%, reflecting further normalization of

credit performance in the consumer lending

portfolios, and credit migration in the commercial

lending portfolios. PCL –

performing was $67 million, a decrease of $92

million, reflecting a lower build in the current

quarter.

The performing provisions this quarter

were largely recorded in

the Canadian Personal and Commercial Banking

segment, reflecting volume growth and

current credit conditions.

Total PCL for the quarter as an annualized

percentage of credit volume was 0.44%.

By segment, PCL was higher by $96 million in

U.S. Retail, by $41 million in the Corporate

segment, by $33 million in Canadian Personal

and Commercial

Banking, and lower by $47 million in Wholesale

Banking.

TABLE 9: PROVISION FOR CREDIT LOSSES

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

364

274

220

U.S. Retail

377

308

212

Wealth Management and Insurance

–

Wholesale Banking

–

Corporate

188

137

120

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

934

719

553

Provision for (recovery of) credit losses

– Stage 1 and Stage 2 (performing)

Canadian Personal and Commercial

Banking

116

107

U.S. Retail

(19)

(12)

Wealth Management and Insurance

–

Wholesale Banking

Corporate

(5)

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

and Stage 2

159

137

Total provision for (recovery of) credit losses

1,001

878

690

Includes PCL for off-balance sheet instruments.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 12

Insurance Service Expenses

Quarterly comparison – Q1 2024 vs. Q1 2023

Insurance service expenses for the quarter

were $1,366 million, an increase of $202

million, or 17%, compared with the first quarter

last year, reflecting increased

claims severity and less favourable prior

years’

claims development.

Quarterly comparison – Q1 2024 vs. Q4 2023

Insurance service expenses for the quarter

increased $20 million, or 1%, compared

with the prior quarter, reflecting less favourable prior years’

claims

development, partially offset by fewer severe

weather-related events.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q1 2024 vs. Q1 2023

Reported non-interest expenses were $8,030

million, a decrease of $82 million, or 1%,

compared with the first quarter last year, primarily reflecting

the impact of

the Stanford litigation settlement in the prior

year, partially offset by higher employee-related expenses and

the FDIC special assessment. On an

adjusted basis,

non-interest expenses were $7,125 million, an

increase of $788 million, or 12%.

By segment, the decrease in reported non-interest

expenses reflects a decrease in the

Corporate segment of $1,228 million, partially

offset by increases in

Wholesale Banking of $617 million, in

U.S. Retail of $370 million, in Canadian

Personal and Commercial Banking of

$121 million, and in Wealth Management and

Insurance of $38 million.

The Bank’s reported efficiency ratio was 58.6%, compared

to 66.5% in the first quarter last year. The Bank’s adjusted efficiency ratio,

net of ISE was 57.4%,

compared with 53.2% in the first quarter last

year.

Quarterly comparison – Q1 2024 vs. Q4 2023

Reported non-interest expenses increased

$402 million, or 5%, compared with the prior

quarter, primarily reflecting the FDIC special assessment,

higher

employee-related expenses and a provision of

$102 million taken in connection with

the U.S. record keeping matter, partially offset by lower professional

and

advisory spend, and lower acquisition and

integration-related charges. Adjusted non-interest

expenses increased $137 million, or 2%,

compared with the prior

quarter.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $365 million, in Wealth Management and

Insurance of

$90 million, and in Wholesale Banking of $59

million, partially offset by decreases in the Corporate

segment of $57 million and in Canadian Personal

and

Commercial Banking of $55 million.

The Bank’s reported efficiency ratio was 58.6%, compared

with 57.9% in the prior quarter. The Bank’s adjusted efficiency ratio, net of

ISE was 57.4%,

compared with 58.7% in the prior quarter.

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 19.1% for the current quarter, compared with 42.0%

in the first quarter last year and 18.5%

in the

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

the prior period tax adjustments associated

with the implementation of the CRD and the

Canadian

federal tax rate increase as well as earnings

mix. The quarter-over-quarter increase primarily

reflects earnings mix.

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

for income taxes is calculated by adjusting

the taxes for each item of note using

the statutory income tax rate of the applicable

legal entity. The adjusted effective income tax rate is calculated

as the adjusted provision for income taxes as

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

was 20.4% for the current quarter, compared with 21.7% in

the first

quarter last year and 19.3% in the prior quarter. The year-over-year

decrease and quarter-over-quarter increase

primarily reflect earnings mix.

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

for Income Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2024

2023

Income taxes at Canadian statutory income

tax rate

920

27.7

922

27.7

620

27.8

Increase (decrease) resulting from:

Dividends received

(19)

(0.6)

(28)

(0.8)

(27)

(1.2)

Rate differentials on international operations

(271)

(8.2)

(241)

(7.2)

(227)

(10.2)

Other

0.2

(37)

(1.2)

573

25.6

Provision for income taxes and effective

income tax rate – reported

634

19.1

616

18.5

939

42.0

Total adjustments for items of note

238

163

121

Provision for income taxes and effective

income tax rate – adjusted

872

20.4

779

19.3

1,060

21.7

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

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

Canadian Tax Measures

On November 30, 2023, Parliament introduced

Bill C-59, which advances certain tax

measures introduced in the Canadian Federal

budget presented on March

28, 2023. Bill C-59 denies the dividend received

deduction in respect of dividends received

by financial institutions on shares that

are mark-to-market property,

subject to a minor carve out for dividends on

certain preferred shares, as well as imposes

a 2% tax on the net value of share repurchases

by public corporations in

Canada. The legislation,

which is not yet substantively enacted, proposes

that these measures be effective beginning

January 1, 2024.

International Tax Reform – Pillar Two Global Minimum Tax

The Organisation for Economic Co-operation

and Development published Pillar Two model rules as part

of its efforts toward international tax reform.

The Pillar

Two model rules provide for the implementation of a 15%

global minimum tax for large multinational

enterprises, which is to be applied on a jurisdiction-by-

jurisdiction basis. Pillar Two legislation has been enacted

or substantively enacted in certain jurisdictions

in which the Bank operates. The earliest

the legislation

will be effective for the Bank is the fiscal year beginning

on November 1, 2024. On August 4, 2023,

draft legislative proposals regarding

Canada’s implementation

of the Pillar Two rules were released for public comment and

updated proposals are expected to be issued

in early 2024. The Bank is assessing its

potential

exposure to Pillar Two income taxes.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 13

ECONOMIC SUMMARY AND OUTLOOK

The global economy remains on track to

slow in calendar 2024, but to a lesser extent

than anticipated in the prior quarter. Inflation has generally

continued to cool

across the G-7, and central banks are expected

to start lowering interest rates soon.

However, the pace of decline is expected to be gradual

with central bankers

vigilant on inflation risks. The lagged impact of

cumulative interest rate hikes is expected

to be the primary influence dampening

economic growth and returning

inflation closer to the target ranges of the

various regions by the end of calendar 2024.

Geopolitical events remain a downside risk

to the economic forecast.

The U.S. economy grew at a solid 3.3%

annualized pace in the fourth calendar quarter

of 2023. Consumer spending remained healthy, growing at a solid

2.8%

pace, while business investment was more

modest, rising 1.9%. Government spending

continued to provide support to growth,

while housing activity expanded for

the second consecutive quarter. Overall, the U.S. economy

accelerated from a 1.9% pace in calendar

2022 to 2.5% in 2023.

Based on the January 2024 data, the

U.S. job market was still tight with the unemployment

rate historically low at 3.7%. The labour

market has shown

impressive resilience in recent months, with

job openings still elevated relative to

their pre-pandemic level and the pace of hiring

picking up slightly in recent

months. Although the downturn in total inflation

has stalled due to higher energy costs,

core inflation measures have continued to move

lower. This has prompted

the central bank to entertain discussions on

when interest rate cuts will become appropriate.

TD Economics expects the U.S. Federal

Reserve will begin cutting interest rates

mid-year from their current restrictive level of

5.25-5.50% to 4.25%-4.50% by

the end of calendar 2024. Interest rates are

still expected to weigh on demand through

the year.

The Canadian economy slowed notably in calendar

Real GDP contracted in the third

calendar quarter by 1% annualized, however

domestic demand still

grew by a modest 1.3%. TD Economics expects

economic activity to have returned to growth

in the final calendar quarter of 2023, thereby

avoiding a technical

recession. The trend rate of job growth has

also slowed below that of the labour force, pushing

the unemployment rate higher. TD Economics expects the

unemployment rate to continue to move higher

in the months ahead, contributing to prolonged

weakness in consumer spending. As a result,

economic growth is

likely to remain quite modest through calendar

Against that subdued backdrop,

the uncertainty surrounding the impact of

the substantial interest rate hikes

still working their way through the economy

leaves recession risks elevated in Canada.

Despite signs of slowing in the Canadian economy, progress on inflation

has stalled in recent months. The Bank of

Canada has left the overnight interest rate

unchanged at 5.00% since July, but continues to express concern

about the persistence of underlying inflation.

TD Economics expects some cooling in inflationary

dynamics will allow the Bank of Canada to lower

interest rates in the spring, albeit at a

gradual pace. The Canadian dollar is expected

to hover in the 73 to 74 U.S.

cent range over the next few quarters.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments: Canadian

Personal and Commercial Banking, U.S.

Retail, Wealth Management and Insurance, and

Wholesale Banking. The Bank’s other activities

are grouped into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

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

the Bank’s Consolidated Financial Statements

for the year ended October 31, 2023. Effective

the first quarter of 2024, certain asset

management businesses

which were previously reported in the

U.S. Retail segment are now reported in the

Wealth Management and Insurance segment.

Comparative period information

has been adjusted to reflect the new alignment.

PCL related to performing (Stage 1 and Stage

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

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

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

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $29

million, compared with

$44 million in the prior quarter and $57 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

2024

2023

Net interest income

3,833

3,705

3,539

Non-interest income

1,051

1,049

1,050

Total revenue

4,884

4,754

4,589

Provision for (recovery of) credit losses –

impaired

364

274

220

Provision for (recovery of) credit losses –

performing

116

107

Total provision for (recovery of) credit losses

423

390

327

Non-interest expenses

1,984

2,039

1,863

Provision for (recovery of) income taxes

692

646

670

Net income

1,785

1,679

1,729

Selected volumes and ratios

Return on common equity

34.6

35.1

39.9

Net interest margin (including on securitized

assets)

2.84

2.78

2.80

Efficiency ratio

40.6

42.9

40.6

Number of Canadian retail branches

1,062

1,060

Average number of full-time equivalent staff

29,271

29,069

28,803

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

Capital effective the first quarter of 2024 compared with 11%

in the prior year.

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

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

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

section and the Glossary of this document for additional information about

these metrics.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 14

Quarterly comparison – Q1 2024 vs. Q1 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,785 million, an increase of $56

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 34.6%, compared

with 39.9% in

the first quarter last year.

Revenue for the quarter was $4,884 million, an

increase of $295 million, or 6%, compared

with the first quarter last year.

Net interest income was $3,833 million, an increase

of $294 million, or 8%, compared with

the first quarter last year, primarily reflecting volume growth.

Average

loan volumes increased $36 billion, or 7%,

reflecting 7% growth in personal loans

and 8% growth in business loans. Average deposit

volumes increased

$14 billion, or 3%, reflecting 6% growth in

personal deposits, partially offset by 2% decline

in business deposits. Net interest margin

was 2.84%, an increase of

4 basis points (bps), primarily due to higher

margins on deposits, partially offset by lower

margins on loans.

Non-interest income was $1,051 million,

relatively flat compared with the first

quarter last year.

PCL for the quarter was $423 million, an increase

of $96 million, compared with the

first quarter last year. PCL – impaired for the quarter was $364

million, an

increase of $144 million, or 65%, reflecting

further normalization of credit performance

in the consumer lending portfolios, and

credit migration in the commercial

lending portfolios. PCL – performing was $59

million, a decrease of $48 million, reflecting a

lower build in the current quarter. The performing provisions

this

quarter largely reflect credit conditions, including

some continued normalization of credit performance

in the consumer lending portfolios, credit

migration in the

commercial lending portfolios, and volume

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

increase of 5 bps compared with the

first quarter last year.

Non-interest expenses for the quarter were $1,984

million, an increase of $121 million, or

6%, compared with the first quarter

last year, reflecting higher spend

supporting business growth including employee-related

expenses and technology costs.

The efficiency ratio for the quarter was 40.6%,

flat compared with the first quarter last

year.

Quarterly comparison – Q1 2024 vs. Q4 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,785 million, an increase of $106

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

reflecting higher revenue and lower non-interest

expenses, partially offset by higher PCL. The

annualized ROE for the quarter was 34.6%,

compared with 35.1%,

in the prior quarter.

Revenue increased $130 million, or 3%,

compared with the prior quarter. Net interest income increased

$128 million, or 3%, reflecting volume growth

and

higher margins.

Average loan volumes increased $7 billion, or

1%, reflecting 1% growth in personal

loans and 2% growth in business loans. Average deposit

volumes increased $8 billion, or 2%, reflecting

3% growth in personal deposits, partially

offset by 1% decline in business deposits.

Net interest margin was 2.84%,

an increase of 6 bps, primarily due to higher

deposit margins.

Non-interest income increased $2 million, relatively

flat compared with the prior quarter.

PCL for the quarter was $423 million, an increase

of $33 million compared with the prior

quarter. PCL – impaired was $364 million, an increase of

$90 million, or

33%, reflecting further normalization of credit

performance in the consumer lending portfolios,

and credit migration in the commercial lending

portfolios. PCL –

performing was $59 million, a decrease

of $57 million, reflecting a lower build in

the current quarter.

The performing provisions this quarter largely

reflect credit

conditions including some continued normalization

of credit performance in the consumer lending

portfolios, credit migration in the commercial

lending portfolios,

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

was 0.30%, an increase of 2 bps compared

with the prior quarter.

Non-interest expenses decreased $55 million,

or 3% compared with the prior quarter, primarily reflecting

higher non-credit provisions in the prior

quarter and

lower operating expenses within our support

functions,

partially offset by higher employee-related

expenses in Branch Banking

The efficiency ratio was 40.6%, compared with 42.9%,

in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 15

TABLE 12: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2024

2023

Net interest income

2,899

2,951

3,167

Non-interest income

604

572

560

Total revenue

3,503

3,523

3,727

Provision for (recovery of) credit losses –

impaired

377

308

212

Provision for (recovery of) credit losses –

performing

(19)

(12)

Total provision for (recovery of) credit losses

385

289

200

Non-interest expenses – reported

2,410

2,045

2,040

Non-interest expenses – adjusted

1,2

1,999

2,045

1,934

Provision for (recovery of) income taxes – reported

(5)

117

204

Provision for (recovery of) income taxes – adjusted

117

230

U.S. Retail Bank net income – reported

713

1,072

1,283

U.S. Retail Bank net income – adjusted

1,023

1,072

1,363

Share of net income from investment in

Schwab

3,4

194

197

301

Net income – reported

907

1,269

1,584

Net income – adjusted

1,217

1,269

1,664

U.S. Dollars

Net interest income

2,141

2,175

2,348

Non-interest income

446

421

415

Total revenue

2,587

2,596

2,763

Provision for (recovery of) credit losses –

impaired

279

227

158

Provision for (recovery of) credit losses –

performing

(14)

(9)

Total provision for (recovery of) credit losses

285

213

149

Non-interest expenses – reported

1,779

1,505

1,512

Non-interest expenses – adjusted

1,2

1,479

1,505

1,434

Provision for (recovery of) income taxes – reported

(3)

151

Provision for (recovery of) income taxes – adjusted

170

U.S. Retail Bank net income – reported

526

791

951

U.S. Retail Bank net income – adjusted

752

791

1,010

Share of net income from investment in

Schwab

3,4

144

146

222

Net income – reported

670

937

1,173

Net income – adjusted

896

937

1,232

Selected volumes and ratios

Return on common equity – reported

8.5

12.2

15.5

Return on common equity – adjusted

1,5

11.3

12.2

16.3

Net interest margin

1,6

3.03

3.07

3.29

Efficiency ratio – reported

68.8

58.0

54.7

Efficiency ratio – adjusted

57.2

58.0

51.9

Assets under administration (billions of U.S.

dollars)

Assets under management (billions of U.S.

dollars)

7,8

Number of U.S. retail stores

1,176

1,177

1,161

Average number of full-time equivalent staff

27,985

28,182

27,587

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

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

document.

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

Charges related to the terminated First Horizon acquisition – Q1 2023: $106 million or US$78 million ($80 million

or US$59 million after-tax); and

ii.

FDIC special assessment – Q1 2024: $411 million or US$300

million ($310 million or US$226 million after-tax).

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

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

details.

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

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

share of Schwab’s restructuring charges,

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

the Corporate segment.

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

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

in the prior year.

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

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

impact related to sweep deposits arrangements,

intercompany deposits,

and cash collateral.

The value of tax-exempt interest income is adjusted to its equivalent before-tax value. For

investment securities, the adjustment to fair value is included in the calculation of average interest-earning assets.

Management believes this calculation better reflects segment

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

measures.

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

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

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

segment.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 16

Quarterly comparison – Q1 2024 vs. Q1 2023

U.S. Retail reported net income for the quarter

was $907 million (US$670 million), a decrease

of $677 million (US$503 million), or 43%

(43% in U.S. dollars),

compared with the first quarter last year. On an adjusted

basis, net income for the quarter was $1,217

million (US$896

million), a decrease of $447

million

(US$336 million), or 27% (27% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 8.5% and 11.3%, respectively, compared with

15.5% and 16.3%, 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 $194 million (US$144

million), a decrease of $107 million (US$78

million), or 36% (35% in U.S. dollars).

U.S. Retail Bank reported net income

was $713 million (US$526

million), a decrease of $570 million (US$425

million), or 44% (45% in U.S. dollars), compared

with the first quarter last year, primarily reflecting the FDIC

special assessment in non-interest expenses,

lower revenue and higher PCL. U.S.

Retail Bank adjusted

net income was $1,023 million (US$752

million), a decrease of $340 million (US$258

million), or 25% (26% in U.S. dollars), compared

with the first quarter last

year, reflecting lower revenue, higher PCL and higher non-interest

expenses.

Revenue for the quarter was US$2,587 million,

a decrease of US$176 million, or 6%,

compared with the first quarter last year. Net interest income

US$2,141 million, decreased US$207 million,

or 9%, driven by lower deposit volumes

and margins, partially offset by higher loan

volumes. Net interest margin of

3.03%, decreased 26 bps, due to lower deposit

margins reflecting higher deposit costs and

lower margins on loans. Non-interest income

of US$446 million

increased US$31 million, or 7%, compared

with the first quarter last year, primarily reflecting fee income

growth from increased customer activity.

Average loan volumes increased US$16 billion,

or 9%, compared with the first quarter

last year. Personal loans increased 11%, reflecting lower mortgage

prepayments in the higher rate environment and

strong auto originations. Business loans increased

7%, reflecting good originations from new

customer growth

and slower payment rates. Average deposit volumes

decreased US$33 billion, or 9%, reflecting a

23% decrease in sweep deposits, a 4% decrease

in business

deposits, and a 1% decrease in personal

deposit volumes.

Assets under administration (AUA) were

US$40 billion as at January 31, 2024, an increase

of US$2 billion, or 5%, compared with the

first quarter last year,

reflecting net asset growth. After giving effect

to realignment of certain asset management

businesses from U.S. Retail to Wealth Management

and Insurance,

Assets under Management (AUM) were

US$7 billion as at January 31, 2024,

flat compared with the first quarter last

year.

PCL for the quarter was US$285 million,

an increase of US$136 million compared

with the first quarter last year. PCL – impaired was US$279

million, an

increase of US$121 million, or 77%, primarily

reflecting further normalization of credit performance

in the consumer lending portfolios

and credit migration in the

commercial lending portfolios,

largely related to commercial real estate.

PCL – performing was a build of US$6 million,

compared with a recovery of US$9 million

the prior year. 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

0.61%, an increase of 27 bps, compared

with the first quarter last year.

Reported non-interest expenses for the quarter

were US$1,779 million, an increase of

US$267 million, or 18%, compared with the

first quarter last year,

reflecting the FDIC special assessment, and

higher employee-related expenses, partially

offset by acquisition and integration-related

charges for the terminated

First Horizon transaction in the first quarter last

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

US$45 million, or 3%, reflecting higher employee-

related expenses.

The reported and adjusted efficiency ratios for the quarter

were 68.8% and 57.2%, respectively, compared with 54.7% and

51.9%, respectively, in the first

quarter last year.

Quarterly comparison – Q1 2024 vs. Q4 2023

U.S. Retail reported net income of $907 million

(US$670 million), a decrease of $362

million (US$267 million), or 29% (28% in

U.S. dollars), compared with the

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

quarter was $1,217 million (US$896 million),

a decrease of $52 million (US$41

million), or 4% (4% in U.S.

dollars). The reported and adjusted annualized

ROE for the quarter were 8.5% and 11.3%, respectively, compared with 12.2%, respectively, in the prior quarter.

The contribution from Schwab of $194

million (US$144 million) decreased $3

million (US$2 million), or 2% (1% in U.S. dollars).

U.S. Retail Bank reported net income

was $713 million (US$526

million), a decrease of $359 million (US$265

million), or 33% (34% in U.S. dollars), compared

with the prior quarter, primarily reflecting the FDIC special

assessment in non-interest expenses

and higher PCL. U.S. Retail Bank adjusted

net income was

$1,023 million (US$752

million), a decrease of $49 million (US$39

million), or 5% (5% in U.S. dollars), primarily

reflecting higher PCL, partially offset by lower

non-

interest expenses.

Revenue for the quarter was US$2,587 million, a

decrease of US$9 million, relatively flat

compared with the prior quarter. Net interest income of

US$2,141 million decreased US$34 million, or

2%, primarily reflecting lower deposit

volumes, partially offset by higher loan volumes.

Net interest margin of 3.03%

decreased 4 bps quarter over quarter due

to lower deposit margins reflecting higher

deposit costs, partially offset by the benefit

of higher reinvestment rates.

Non-

interest income of US$446 million increased

US$25 million, or 6%, primarily reflecting

higher deposit-related fees.

Average loan volumes increased US$3 billion,

or 2%, compared with the prior quarter. Personal loans increased

2%, reflecting lower mortgage prepayments,

strong auto originations, and seasonal credit

card growth. Business loans increased 1%, reflecting

good originations from new customer

growth and slower

payment rates. Average deposit volumes decreased

US$5 billion, or 1%, compared with the prior

quarter, reflecting a 5% decrease in sweep

deposits and a 1%

decrease in business deposits, partially offset by a

1% increase in personal deposit volume.

AUA were US$40 billion

as at January 31, 2024, flat compared

with the prior quarter. After giving effect to realignment of

certain asset management businesses

from U.S. Retail to Wealth Management and

Insurance, AUM were US$7 billion, flat compared

with the prior quarter.

PCL for the quarter was US$285 million,

an increase of US$72 million compared

with the prior quarter. PCL – impaired was US$279 million, an increase

US$52 million, or 23%, reflecting further

normalization of credit performance in

the consumer lending portfolios, including

seasonal trends in the credit card and

auto portfolios. PCL – performing was

a build of US$6 million, compared with a recovery

of US$14 million in the prior quarter. 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 0.61%, an increase

of 15 bps, compared with the prior

quarter.

Reported non-interest expenses for the quarter

were US$1,779 million, an increase of

US$274 million, or 18%, compared to the prior

quarter,

primarily reflecting

the FDIC special assessment. On an adjusted

basis,

non-interest expenses decreased US$26

million, or 2%, reflecting higher legal costs in

the prior quarter,

partially offset by higher employee-related expenses.

The reported and adjusted efficiency ratios for

the quarter were 68.8% and 57.2%, respectively, compared with 58.0%,

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 2024

Interim Consolidated Financial Statements

for further information on

Schwab.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 17

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2024

2023

Net interest income

285

265

283

Non-interest income

2,850

2,691

2,632

Total revenue

3,135

2,956

2,915

Provision for (recovery of) credit losses –

impaired

–

Provision for (recovery of) credit losses –

performing

–

Total provision for (recovery of) credit losses

–

Insurance service expenses

1,366

1,346

1,164

Non-interest expenses

1,047

957

1,009

Provision for (recovery of) income taxes

167

161

188

Net income

555

492

554

Selected volumes and ratios

Return on common equity

1,2

37.5

33.9

39.1

Efficiency ratio

33.4

32.4

34.6

Efficiency ratio, net of ISE

1,3

59.2

59.4

57.6

Assets under administration (billions of Canadian

dollars)

576

531

541

Assets under management (billions of Canadian

dollars)

479

441

452

Average number of full-time equivalent staff

15,386

15,674

16,400

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

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

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

in the prior year.

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

by total revenue, net of ISE.

Total revenue, net of ISE

– Q1 2024: $1,769 million, Q4 2023: $1,610 million,

Q1 2023: $1,751 million. Total revenue,

net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the

“How We Performed” section and the

Glossary of this document for additional information about this metric.

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

segment.

Quarterly comparison – Q1 2024 vs. Q1 2023

Wealth Management and Insurance net income

for the quarter was $555 million, an increase

of $1 million, or relatively flat compared

with the first quarter last year,

reflecting higher revenue, offset by higher insurance

service expenses and non-interest expenses.

The annualized ROE for the quarter was 37.5%,

compared with

39.1% in the first quarter last year.

Revenue for the quarter was $3,135 million, an

increase of $220 million, or 8%, compared

with the first quarter last year. Non-interest income was

$2,850 million, an increase of $218 million, or

8%, reflecting higher insurance premiums,

and higher fee-based revenue in the wealth

management business. Net

interest income was $285 million, an increase

of $2 million, or 1%, compared with

the first quarter last year.

AUA were $576 billion as at January 31, 2024,

an increase of $35 billion, or 6%, compared

with the first quarter last year, reflecting market appreciation and

net

asset growth.

AUM were $479 billion as at January

31, 2024, an increase of $27 billion, or

6%, compared with the first quarter last

year, reflecting market

appreciation.

Insurance service expenses for the quarter

were $1,366 million, an increase of $202

million, or 17%, compared with the first quarter

last year, reflecting

increased claims severity and less favourable

prior years’

claims development.

Non-interest expenses for the quarter were $1,047

million, an increase of $38 million, or

4%, compared with the first quarter

last year, reflecting higher variable

compensation commensurate with higher

revenues, and technology costs.

The efficiency ratio for the quarter was 33.4%,

compared with 34.6% in the first quarter

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

59.2%,

compared with 57.6% in the first quarter last

year.

Quarterly comparison – Q1 2024 vs. Q4 2023

Wealth Management and Insurance net income

for the quarter was $555 million, an increase

of $63 million, or 13%, compared with the prior

quarter, reflecting

higher revenue, partially offset by higher non-interest

expenses. The annualized ROE for the quarter

was 37.5%, compared with 33.9%, in

the prior quarter.

Revenue increased $179 million, or 6%,

compared with the prior quarter. Non-interest income increased

$159 million, or 6%, reflecting higher

insurance

premiums, as well as higher fee-based and

transaction revenue in the wealth management

business. Net interest income increased

$20 million, or 8%, reflecting

higher deposit margins.

AUA increased $45 billion, or 8%, and AUM

increased $38 billion, or 9%, compared

with the prior quarter, both primarily reflecting market appreciation

and net

asset growth.

Insurance service expenses for the quarter

increased $20 million, or 1%, compared

with the prior quarter, reflecting less favourable prior years’

claims

development, partially offset by fewer severe

weather-related events.

Non-interest expenses increased $90 million,

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

higher employee-related expenses including

variable

compensation commensurate with higher

revenues.

The efficiency ratio for the quarter was 33.4%, compared

with 32.4% in the prior quarter. The efficiency ratio, net of

ISE for the quarter was 59.2%, compared

with 59.4% in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 18

TABLE 14: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2024

2023

Net interest income (TEB)

198

245

525

Non-interest income

1,582

1,243

820

Total revenue

1,780

1,488

1,345

Provision for (recovery of) credit losses –

impaired

–

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

Non-interest expenses – reported

1,500

1,441

883

Non-interest expenses – adjusted

2,3

1,383

1,244

862

Provision for (recovery of) income taxes

(TEB) – reported

(27)

Provision for (recovery of) income taxes

(TEB) – adjusted

104

Net income – reported

205

331

Net income – adjusted

298

178

347

Selected volumes and ratios

Trading-related revenue (TEB)

730

590

662

Average gross lending portfolio (billions of Canadian

dollars)

96.2

93.0

96.9

Return on common equity – reported

5.3

0.5

9.4

Return on common equity – adjusted

2,6

7.6

4.9

9.9

Efficiency ratio – reported

84.3

96.8

65.7

Efficiency ratio – adjusted

77.7

83.6

64.1

Average number of full-time equivalent staff

7,100

7,346

5,365

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

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

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

document.

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

– Q1 2024: $117 million ($93 million after-tax)

Q4 2023:

$197 million ($161 million after-tax), Q1 2023: $21 million ($16 million after-tax).

Includes net interest income (loss) TEB of ($54) million (Q4 2023: $61 million, Q1 2023: $261 million), and trading

income (loss) of $784 million (Q4 2023: $529 million, Q1 2023:

$401 million). Trading-related revenue (TEB) is a non-GAAP financial measure. Refer

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

of this document for additional information about this metric.

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

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

Capital allocated to the business segment was increased to 11.5%

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

in the prior year.

Quarterly comparison – Q1 2024 vs. Q1 2023

Wholesale Banking reported net income for

the quarter was $205 million, a decrease

of $126 million, or 38%, compared

with the first quarter last year, primarily

reflecting higher non-interest expenses, partially

offset by higher revenues. On an adjusted basis,

net income was $298 million, a decrease

of $49 million or 14%.

Revenue for the quarter, including TD Cowen, was $1,780

million, an increase of $435 million, or 32%,

compared with the first quarter last year. Higher revenue

primarily reflects higher equity commissions,

lending revenue primarily from syndicated

and leveraged finance,

underwriting fees, and trading-related revenue.

PCL for the quarter was $10 million, a decrease

of $22 million compared with the first quarter

last year. PCL – impaired was $5 million. PCL – performing

was

$5 million, a decrease of $26 million due

to prior period build.

Reported non-interest expenses for the quarter, including

TD Cowen, were $1,500 million, an increase

of $617 million, or 70%, compared

with the first quarter

last year, primarily reflecting TD Cowen and the associated

acquisition and integration-related costs

and higher variable compensation commensurate

with higher

revenues as well as a provision of $102

million taken in connection with the U.S. record

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

were

$1,383 million, an increase of $521 million, or

60%.

Quarterly comparison – Q1 2024 vs. Q4 2023

Wholesale Banking reported net income for

the quarter was $205 million, an increase

of $188 million compared with the prior

quarter, primarily reflecting higher

revenues, partially offset by higher non-interest

expenses. On an adjusted basis, net income

was $298 million, an increase of $120

million, or 67%.

Revenue for the quarter increased $292 million,

or 20%, compared with the prior quarter. Higher revenue

primarily reflects higher trading-related

revenue,

lending revenue, and underwriting fees.

PCL for the quarter was $10 million, a

decrease of $47 million compared with

the prior quarter. PCL – impaired was $5 million. PCL – performing

was

$5 million, a decrease of $52 million due

to prior quarter build.

Reported non-interest expenses for the quarter, increased $59

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

a provision of $102 million

taken in connection with the U.S. record keeping

matter, partially offset by lower acquisition and integration related

costs. On an adjusted basis, non-interest

expenses increased $139 million or 11%.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 19

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Net income (loss) – reported

(628)

(591)

(2,617)

Adjustments for items of note

Amortization of acquired intangibles

Acquisition and integration charges related

to the Schwab transaction

Share of restructuring and other charges

from investment in Schwab

–

Restructuring charges

291

363

–

Impact from the terminated FHN acquisition-related

capital hedging strategy

876

Litigation settlement

–

1,603

Less: impact of income taxes

CRD and federal tax rate increase for fiscal

2022

–

(585)

Other items of note

113

127

675

Net income (loss) – adjusted

(218)

(133)

(140)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

(254)

(227)

(191)

Other

Net income (loss) – adjusted

(218)

(133)

(140)

Selected volumes

Average number of full-time equivalent staff

23,437

23,491

21,844

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

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

document.

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

Quarterly comparison – Q1 2024 vs. Q1 2023

Corporate segment’s reported net loss

for the quarter was $628 million, compared with

a reported net loss of $2,617 million in

the first quarter last year. The lower

net loss primarily reflects the impact of the

Stanford litigation settlement in the prior year, the net effect of the

terminated FHN acquisition-related capital

hedging

strategy, and prior year recognition of a provision for income taxes

in connection with the CRD and increase

in the Canadian federal tax rate for

fiscal 2022,

partially offset by restructuring charges in the

current quarter. Net corporate expenses increased $63

million compared to the prior year, mainly reflecting

investments in our risk and control infrastructure. The

adjusted net loss for the quarter was

$218 million, compared with an adjusted

net loss of $140 million in the

first quarter last year.

Quarterly comparison – Q1 2024 vs. Q4 2023

Corporate segment’s reported net loss

for the quarter was $628 million, compared with

a reported net loss of $591 million in

the prior quarter. The higher net loss

reflects lower revenue in treasury and balance

sheet management activities and higher risk

and control expenses, partially offset by lower

restructuring charges.

Net corporate expenses increased $27

million compared to the prior quarter, mainly reflecting investments

in our risk and control infrastructure.

The adjusted net

loss for the quarter was $218

million, compared with an adjusted net loss

of $133 million in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 20

QUARTERLY

RESULTS

The following table provides summary information

related to the Bank’s eight most recently

completed quarters.

TABLE 16: QUARTERLY RESULTS

(millions of Canadian dollars, except as noted)

For the three months ended

2024

2023

2022

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Net interest income

7,488

7,494

7,289

7,428

7,733

7,630

7,044

6,377

Non-interest income

6,226

5,684

5,625

4,969

4,468

7,933

3,881

4,886

Total revenue

13,714

13,178

12,914

12,397

12,201

15,563

10,925

11,263

Provision for (recovery of) credit losses

1,001

878

766

599

690

617

351

Insurance service expenses

1,366

1,346

1,386

1,118

1,164

723

829

592

Non-interest expenses

8,030

7,628

7,359

6,756

8,112

6,545

6,096

6,033

Provision for (recovery of) income taxes

634

616

704

859

939

1,297

703

1,002

Share of net income from investment in Schwab

141

156

182

241

285

290

268

202

Net income – reported

2,824

2,866

2,881

3,306

1,581

6,671

3,214

3,811

Pre-tax adjustments for items of note

Amortization of acquired intangibles

Acquisition and integration charges related to the

Schwab transaction

Share of restructuring and other charges from

investment in Schwab

–

Restructuring charges

291

363

–

Acquisition and integration-related charges

117

197

143

–

Charges related to the terminated FHN acquisition

–

154

106

–

Payment related to the termination of the

FHN transaction

–

306

–

Impact from the terminated FHN acquisition-related

capital hedging strategy

177

134

876

(2,319)

678

–

Impact of retroactive tax legislation on payment card

clearing services

–

Litigation settlement/(recovery)

–

1,603

–

(224)

FDIC special assessment

411

–

Gain on sale of Schwab shares

–

(997)

–

Total pre-tax adjustments

for items of note

1,051

782

909

509

2,694

(3,156)

788

(144)

Less: Impact of income taxes

2,5

238

163

141

108

121

(550)

189

(47)

Net income – adjusted

1,2

3,637

3,485

3,649

3,707

4,154

4,065

3,813

3,714

Preferred dividends and distributions on other

equity instruments

196

210

107

Net income available to common

shareholders – adjusted

1,2

3,563

3,289

3,575

3,497

4,071

3,958

3,770

3,648

(Canadian dollars, except as noted)

Basic earnings per share

Reported

1.55

1.48

1.53

1.69

0.82

3.62

1.76

2.08

Adjusted

2.01

1.82

1.95

1.91

2.24

2.18

2.09

2.02

Diluted earnings per share

Reported

1.55

1.48

1.53

1.69

0.82

3.62

1.75

2.07

Adjusted

2.00

1.82

1.95

1.91

2.23

2.18

2.09

2.02

Return on common equity – reported

10.9

10.5

10.8

12.4

5.9

26.5

13.5

16.4

Return on common equity – adjusted

1,2

14.1

12.9

13.8

14.0

16.1

16.0

16.1

15.9

(billions of Canadian dollars, except as noted)

Average total assets

1,934

1,910

1,898

1,944

1,931

1,893

1,811

1,778

Average interest-earning assets

1,729

1,715

1,716

1,728

1,715

1,677

1,609

1,595

Net interest margin – reported

1.72

1.73

1.69

1.76

1.79

1.81

1.74

1.64

Net interest margin – adjusted

1.74

1.75

1.70

1.81

1.82

1.80

1.73

1.64

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

and are based on IFRS 4.

For explanations of items of note, refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported

Net Income” table in the “How We Performed” section of this

document as well as footnotes 3 and 4.

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

the Corporate segment.

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

i. Settlement of

TD Bank, N.A. v. Lloyd’s Underwriters

et al.

, in Canada pursuant to which the Bank recovered losses resulting from the previous resolution of

proceedings in the U.S.

related to an alleged Ponzi scheme perpetrated by Scott Rothstein. The amount is reported in the U.S. Retail segment.

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

a gain on the sale. The amount is reported

in the Corporate segment.

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

Corporate segment.

iv. Impact of retroactive tax legislation

on payment card clearing services, reported in the Corporate segment.

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

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

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

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 21

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Assets

Cash and Interest-bearing deposits

with banks

81,381

105,069

Trading loans, securities, and other

161,520

152,090

Non-trading financial assets at fair value through

profit or loss

6,985

7,340

Derivatives

60,574

87,382

Financial assets designated at fair value through

profit or loss

5,970

5,818

Financial assets at fair value through other

comprehensive income

74,730

69,865

Debt securities at amortized cost, net of allowance

for credit losses

300,071

308,016

Securities purchased under reverse repurchase

agreements

199,079

204,333

Loans, net of allowance for loan losses

904,336

895,947

Investment in Schwab

9,548

8,907

Other

106,698

110,372

Total assets

1,910,892

1,955,139

Liabilities

Trading deposits

30,634

30,980

Derivatives

54,073

71,640

Financial liabilities designated at fair value

through profit or loss

180,112

192,130

Deposits

1,181,254

1,198,190

Obligations related to securities sold

under repurchase agreements

174,129

166,854

Subordinated notes and debentures

9,554

9,620

Other

168,701

173,654

Total liabilities

1,798,457

1,843,068

Total equity

112,435

112,071

Total liabilities and equity

1,910,892

1,955,139

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

first quarter 2024 Interim Consolidated Financial Statements for further

details.

Total assets

were $1,911 billion as at January 31, 2024, a decrease of $44 billion,

from October 31, 2023. The impact of

foreign exchange translation from the

appreciation in the Canadian dollar decreased

total assets by $31 billion.

The decrease in total assets reflects a decrease

in derivative assets of $27 billion, cash

and interest-bearing deposits with banks

of $24 billion, debt securities at

amortized cost (DSAC), net of allowance

for credit losses of $8 billion, securities purchased

under reverse repurchase agreements of

$5 billion, and other assets

of $4 billion. The decrease was partially offset by an

increase in trading loans, securities, and

other of $10 billion, loans, net of allowances

for loan losses of

$8 billion, financial assets at fair value through

other comprehensive income (FVOCI) of

$5 billion and investment in Schwab of

$1 billion.

Cash and interest-bearing deposits with

banks

decreased $24 billion primarily reflecting

cash management activities.

Trading loans, securities, and other

increased $10 billion primarily in equity securities,

partially offset by commodities held for trading

and the impact of foreign

exchange translation.

Derivative

assets

decreased $27 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and interest rate contracts.

Financial assets at fair value through other

comprehensive income

increased $5 billion primarily reflecting new

investments, partially offset by maturities

and

sales and the impact of foreign exchange translation.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $8 billion primarily reflecting

maturities and the impact of foreign exchange

translation,

partially offset by new investments.

Securities purchased under reverse repurchase

agreements

decreased $5 billion

primarily

reflecting the impact of foreign exchange

translation and a

decrease in volume.

Loans, net of allowance for loan losses

increased $8 billion primarily reflecting

volume growth in business and government

loans and residential real estate

secured lending, partially offset by the impact of

foreign exchange translation.

Investment in Schwab

increased $1 billion primarily reflecting

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

income.

Other

assets decreased $4 billion primarily reflecting

a volume decrease in customers’

liabilities under acceptances, the impact of

foreign exchange translation

and decrease in current income tax receivable,

partially offset by an increase in amounts receivable

from brokers, dealers, and clients due to

higher volumes of

pending trades.

Total liabilities

were $1,798 billion as at January 31, 2024,

a decrease of $45 billion from October 31,

The impact of foreign exchange translation

from the

appreciation in the Canadian dollar decreased

total liabilities by $32 billion.

The decrease in total liabilities reflects a decrease

in derivative liabilities of $18 billion, deposits

of $17 billion, financial liabilities designated

at fair value through

profit or loss (FVTPL) of $12 billion and other

liabilities of $5 billion. The decrease

was partially offset by obligations related

to securities sold under repurchase

agreements of $7 billion.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 22

Derivative

liabilities

decreased $18 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and interest rate contracts.

Financial liabilities designated at fair value

through profit or loss

decreased $12 billion reflecting maturities

and the impact of foreign exchange

translation,

partially offset by new issuances.

Deposits

decreased $17 billion primarily reflecting

the impact of foreign exchange translation

and volume decrease in bank deposits,

partially offset by higher

volumes in personal deposits.

Obligations related to securities sold

under repurchase agreements

increased $7 billion reflecting an increase in

volume, partially offset by the impact of

foreign exchange translation.

Other

liabilities decreased $5 billion primarily

reflecting volume decrease in acceptances

and accounts payable, accrued expenses,

and other items, and the

impact of foreign exchange translation, partially

offset by increase in amounts payable to brokers,

dealers, and clients due to higher volumes

of pending trades and

volume increase in securitization liabilities

at fair value.

Equity

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

reflecting an increase in accumulated other

comprehensive income, offset by lower retained

earnings. The increase in accumulated other

comprehensive income is primarily driven

by gains on cash flow hedges and

the Bank’s share of the other

comprehensive income from investment in

Schwab, partially offset by the impact of foreign

exchange translation. The retained earnings

decreased primarily from

dividends paid and the premium on the repurchase

of common shares, partially offset by the net

income for the quarter.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q1 2024 vs. Q1 2023

Gross impaired loans excluding acquired

credit-impaired (ACI) loans were $3,709

million as at January 31, 2024,

an increase of $1,118 million, or 43%, compared

with the first quarter last year. Canadian Personal and Commercial

Banking gross impaired loans increased

$552 million, or 52%, compared with

the first quarter

last year, reflecting formations outpacing resolutions in the

commercial and consumer lending portfolios.

U.S. Retail gross impaired loans increased $565

million,

or 38%, 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 decreased $1

million, compared with the first quarter last

year. Net impaired loans were $2,526 million as at

January 31, 2024,

an increase of $762 million, or 43%,

compared with the first quarter last

year.

The allowance for credit losses of $8,268

million as at January 31, 2024 was comprised

of Stage 3 allowance for impaired loans

of $1,187 million, Stage 2

allowance of $4,258 million and Stage 1 allowance

of $2,820 million, and the allowance

for debt securities of $3 million. The Stage 1

and 2 allowances are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$355 million, or 43%, reflecting further normalization

of credit performance in the consumer lending

portfolios,

credit migration in the commercial lending

portfolios, and the impact of foreign exchange.

The Stage 1 and Stage 2 allowance for loan losses

increased

$433 million, or 7%, reflecting credit conditions,

including credit migration, volume growth,

and the impact of foreign exchange.

The allowance change included an

increase of $99 million attributable to the

retailer program partners’ share of the

U.S. strategic cards portfolio.

The allowance for debt securities increased

by $1 million, compared with the first quarter

last year.

Forward-looking information, including

macroeconomic variables deemed to be

predictive of expected credit losses (ECLs)

based on the Bank’s experience, is

used to determine ECL scenarios and associated

probability weights to determine the probability-weighted

ECLs. Each quarter, all base forecast macroeconomic

variables are refreshed, resulting in new upside

and downside macroeconomic scenarios.

The probability weightings assigned

to each ECL scenario are also

reviewed each quarter and updated as required,

as part of the Bank’s ECL governance process.

As a result of periodic reviews and quarterly updates,

the

allowance for credit losses may be revised

to reflect updates in loss estimates based on

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

views. The Bank

periodically reviews the methodology and

has performed certain additional quantitative

and qualitative portfolio and loan level

assessments of significant increase

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

2024 Interim Consolidated Financial Statements

for further details on forward-looking information.

The probability-weighted allowance for

credit losses reflects the Bank’s forward-looking

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

incorporated into quantitative models, management

continues to exercise expert credit judgment

in determining the amount of ECLs. The allowance

for credit

losses will be updated in future quarters as

additional information becomes available.

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

Consolidated

Financial Statements for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and FVOCI. The Bank has $371 billion

in such debt securities,

all of

which are performing (Stage 1 and 2) and none

are impaired (Stage 3). The allowance for

credit losses on DSAC and debt securities

at FVOCI was $2 million and

$1 million, respectively.

Quarterly comparison – Q1 2024 vs. Q4 2023

Gross impaired loans excluding ACI loans increased

$410 million, or 12%, compared with the prior

quarter. Impaired loans net of allowance increased

$249 million, or 11%, compared with the prior quarter.

The allowance for credit losses of $8,268

million as at January 31, 2024 was comprised

of Stage 3 allowance for impaired loans

of $1,187 million, Stage 2

allowance of $4,258 million and Stage 1 allowance

of $2,820 million, and the allowance for debt

securities of $3 million. The Stage 1 and 2

allowances are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$151 million, or 15%, compared with

the prior quarter,

largely reflecting some further normalization

of credit performance in the consumer

lending portfolios, and credit migration in

the commercial lending portfolios.

The

Stage 1 and Stage 2 allowance for loan losses

decreased $71 million, compared with

the prior quarter, primarily reflecting the impact of foreign

exchange, partially

offset by an increase in the consumer lending portfolios

related to volume growth and current

credit conditions, including credit migration.

The allowance for debt securities decreased

by $1 million, compared to the prior quarter.

For further details on loans, impaired loans,

allowance for credit losses,

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

and macroeconomic variables in

determining its allowance for credit losses,

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

Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 23

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1,2,3

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

3,299

2,980

2,503

Classified as impaired during the period

2,005

1,677

1,350

Transferred to performing during the period

(315)

(263)

(240)

Net repayments

(308)

(332)

(361)

Disposals of loans

(10)

–

Amounts written off

(917)

(855)

(625)

Exchange and other movements

(45)

(36)

Impaired loans as at end of period

3,709

3,299

2,591

Includes customers’ liability under acceptances.

Excludes ACI loans.

Includes loans that are measured at FVOCI.

TABLE 19: ALLOWANCE FOR CREDIT LOSSES

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

January 31

2024

2023

Allowance for loan losses for on-balance sheet

loans

Stage 1 allowance for loan losses

2,396

2,673

2,569

Stage 2 allowance for loan losses

3,686

3,435

3,093

Stage 3 allowance for loan losses

1,183

1,028

830

Total allowance for loan losses for on-balance sheet loans

7,265

7,136

6,492

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

424

476

456

Stage 2 allowance for loan losses

572

565

527

Stage 3 allowance for loan losses

Total allowance for off-balance sheet instruments

1,000

1,049

985

Allowance for loan losses

8,265

8,185

7,477

Allowance for debt securities

Allowance for credit losses

8,268

8,189

7,479

Impaired loans, net of allowance

2,526

2,277

1,764

Net impaired loans as a percentage of net loans

0.28

0.25

0.21

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

0.89

0.86

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.44

0.39

0.32

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

2024 (October 31, 2023 – nil, January 31,

2023 – nil).

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

due.

Real Estate Secured Lending

Retail real estate secured lending includes

mortgages and lines of credit to North American

consumers to satisfy financing needs including

home purchases and

refinancing. While the Bank retains first lien

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

of loans with second liens, but most of

these are

behind a TD mortgage that is in first

position. In Canada, credit policies are designed

so that the combined exposure of all uninsured

facilities on one property does

not exceed 80% of the collateral value at origination.

Lending at a higher loan-to-value ratio

is permitted by legislation but requires

default insurance. This

insurance is contractual coverage for the life

of eligible facilities and protects the

Bank’s real estate secured lending portfolio against

potential losses caused by

borrowers’ default. The Bank may also purchase

default insurance on lower loan-to-value

ratio loans. The insurance is provided

by either government-backed

entities or approved private mortgage insurers.

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

mortgage insurance is usually obtained from either

government-

backed entities or approved private mortgage

insurers when the loan-to-value exceeds

80% of the collateral value at origination.

The Bank regularly performs stress tests

on its real estate lending portfolio as part

of its overall stress testing program. This is

done with a view to determine the

extent to which the portfolio would be vulnerable

to a severe downturn in economic conditions.

The effect of severe changes in house prices,

interest rates, and

unemployment levels are among the factors

considered when assessing the impact

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

of portfolio

segments, including dwelling type and geographical

regions, are examined during the exercise

to determine whether specific vulnerabilities

exist.

TABLE 20: CANADIAN REAL ESTATE SECURED LENDING

1,2

(millions of Canadian dollars)

As at

Amortizing

Non-amortizing

Total

Residential

Home equity

Total amortizing real

Home equity

mortgages

lines of credit

estate secured lending

lines of credit

January 31, 2024

Total

266,316

86,890

353,206

31,024

384,230

October 31, 2023

Total

263,733

86,943

350,676

30,675

381,351

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

designated at FVTPL for which no allowance is recorded.

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

based on the rates in effect at January 31, 2024

and October 31, 2023.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 24

TABLE 21: REAL ESTATE

SECURED LENDING

1,2

(millions of Canadian dollars, except as noted)

As at

Residential mortgages

Home equity lines of credit

Total

Insured

Uninsured

Insured

Uninsured

Insured

Uninsured

January 31, 2024

Canada

Atlantic provinces

2,539

1.0

4,600

1.7

175

0.1

1,998

1.7

2,714

0.7

6,598

1.7

British Columbia

8,586

3.2

46,537

17.5

889

0.8

21,758

18.5

9,475

2.5

68,295

17.8

Ontario

22,391

8.4

120,974

45.4

3,010

2.6

64,329

54.5

25,401

6.6

185,303

48.2

Prairies

18,419

6.9

20,683

7.8

1,686

1.4

11,932

10.1

20,105

5.2

32,615

8.5

Québec

7,137

2.7

14,450

5.4

569

0.5

11,568

9.8

7,706

2.0

26,018

6.8

Total Canada

59,072

22.2

207,244

77.8

6,329

5.4

111,585

94.6

65,401

17.0

318,829

83.0

United States

1,414

53,940

–

10,369

1,414

64,309

Total

60,486

261,184

6,329

121,954

66,815

383,138

October 31, 2023

Canada

Atlantic provinces

2,561

1.0

4,557

1.7

181

0.2

1,938

1.6

2,742

0.7

6,495

1.7

British Columbia

8,642

3.3

46,003

17.4

920

0.8

21,642

18.4

9,562

2.5

67,645

17.7

Ontario

22,559

8.6

118,882

45.1

3,126

2.7

64,095

54.4

25,685

6.8

182,977

48.1

Prairies

18,621

7.1

20,385

7.7

1,746

1.5

11,956

10.2

20,367

5.3

32,341

8.5

Québec

7,221

2.7

14,302

5.4

590

0.5

11,424

9.7

7,811

2.0

25,726

6.7

Total Canada

59,604

22.7

204,129

77.3

6,563

5.7

111,055

94.3

66,167

17.3

315,184

82.7

United States

1,439

55,169

–

10,591

1,439

65,760

Total

61,043

259,298

6,563

121,646

67,606

380,944

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

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

designated at FVTPL for which no allowance is recorded.

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

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

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

insurers.

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

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

The following table provides a summary

of the period over which the Bank’s residential

mortgages would be fully repaid based on

the amount of the most recent

payment received. All figures are calculated

based on current customer payment amounts,

including voluntary payments larger

than the original contractual

amounts and/or other voluntary prepayments.

The most recent customer payment amount

may exceed the original contractual amount

due.

Balances with a remaining amortization longer

than 30 years primarily reflect Canadian

variable rate mortgages where interest

rate increases relative to current

customer payment levels have resulted in

a longer current amortization period.

At renewal, the amortization period for Canadian

mortgages reverts to the

remaining contractual amortization, which

may require increased payments.

TABLE 22: RESIDENTIAL MORTGAGES BY REMAINING

AMORTIZATION

1,2,3

As at

<=5

>5 – 10

>10 – 15

>15 – 20

>20 – 25

>25 – 30

>30 – 35

>35

years

Total

January 31, 2024

Canada

0.8

2.7

5.8

14.5

31.8

25.4

1.4

17.6

100.0

United States

4.7

1.2

3.3

7.6

11.3

70.9

0.5

100.0

Total

1.5

2.4

5.4

13.3

28.2

33.3

1.3

14.6

100.0

October 31, 2023

Canada

0.8

2.7

5.7

14.1

31.5

24.6

1.4

19.2

100.0

United States

5.3

1.4

3.8

7.8

10.6

69.5

1.1

0.5

100.0

Total

1.6

2.5

5.3

13.0

27.8

32.6

1.4

15.8

100.0

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

designated at FVTPL for which no allowance is recorded.

Percentage based on outstanding balance.

$32.9 billion or 13% of the mortgage portfolio in Canada (October 31, 2023: $37.4 billion or 14%) relates to mortgages

in which the fixed contractual payments are no longer sufficient to

cover the interest based on the rates in effect at January 31, 2024 and October 31, 2023, respectively.

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

1,2,3

For the three months ended

Residential

Home equity

Residential

Home equity

mortgages

lines of credit

4,5

Total

mortgages

lines of credit

4,5

Total

January 31, 2024

October 31, 2023

Canada

Atlantic provinces

British Columbia

Ontario

Prairies

Québec

Total Canada

United States

Total

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

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

designated at FVTPL for which no allowance is recorded.

Based on house price at origination.

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

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

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

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 25

Sovereign Risk

The table below provides a summary of

the Bank’s direct credit exposures

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

United Kingdom).

TABLE 24: Total Net Exposure by Region and Counterparty

(millions of Canadian dollars)

As at

Loans and commitments

Derivatives, repos, and securities lending

Trading and investment portfolio

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

January 31, 2024

Region

Europe

7,258

5,492

12,757

3,526

1,881

7,884

13,291

921

24,768

2,156

27,845

53,893

United Kingdom

8,418

6,761

2,512

17,691

2,668

444

12,351

15,463

625

936

282

1,843

34,997

Asia

239

2,347

2,612

410

656

2,338

3,404

391

10,047

964

11,402

17,418

Other

225

483

775

180

343

2,746

3,269

174

1,141

2,904

4,219

8,263

Total

16,140

6,861

10,834

33,835

6,784

3,324

25,319

35,427

2,111

36,892

6,306

45,309

114,571

October 31, 2023

Region

Europe

7,577

5,324

12,908

3,763

1,945

6,736

12,444

777

25,015

2,001

27,793

53,145

United Kingdom

8,928

7,965

2,131

19,024

2,759

490

13,431

16,680

491

596

257

1,344

37,048

Asia

254

2,167

2,441

262

706

2,640

3,608

325

10,728

830

11,883

17,932

Other

233

517

758

233

720

2,883

3,836

209

1,205

3,443

4,857

9,451

Total

16,992

8,000

10,139

35,131

7,017

3,861

25,690

36,568

1,802

37,544

6,531

45,877

117,576

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

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

exposures where there is an International Swaps and Derivatives

Association master netting agreement.

Trading exposures are net of eligible short positions.

In addition to the exposures identified above, the Bank also has $37.5 billion (October 31, 2023 – $40.8 billion)

of exposure to supranational entities.

Other regional exposure largely attributable to Australia.

CAPITAL POSITION

REGULATORY CAPITAL

Capital requirements of the Basel Committee

on Banking Supervision (BCBS) are commonly

referred to as Basel III. Under Basel III,

Total Capital consists of three

components, namely CET1, Additional

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

calculated by dividing CET1, Tier 1, and Total Capital

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

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

a non-risk sensitive

leverage ratio to act as a supplementary measure

to the risk-sensitive capital requirements.

The leverage ratio is calculated by dividing

Tier 1 Capital by leverage

exposure which is primarily comprised of

on-balance sheet assets with adjustments

made to derivative and securities financing

transaction exposures, and credit

equivalent amounts of off-balance sheet exposures.

TD manages its regulatory capital in

accordance with OSFI’s implementation of

the Basel III Capital

Framework.

OSFI’s Capital Requirements under Basel III

OSFI’s CAR and LR guidelines detail how

the Basel III capital rules apply to Canadian

banks.

The Domestic Stability Buffer (DSB) level was increased

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

increase from the previous level of 3%

reflects OSFI’s view

of appropriate actions to enhance the resilience

of Canada’s largest banks against vulnerabilities.

The current DSB range is 0 to 4% and the

DSB level may

change in response to developments in Canada’s

financial system and the broader economic environment.

On February 1, 2023, OSFI implemented revised

capital rules that incorporate the Basel III reforms

with adjustments to make them suitable

for domestic

implementation. These revised rules

include revisions to the calculation of credit

risk and operational risk requirements,

and revisions to the LR Guideline to

include a requirement for domestic systemically

important banks (D-SIBs) to hold a leverage

ratio buffer of 0.50% in addition to the regulatory

minimum

requirement of 3.0%. This buffer will also apply

to the TLAC leverage ratio.

On November 1, 2023, the Bank implemented

OSFI’s Parental Stand-Alone (Solo)

Total Loss Absorbing Capacity

(TLAC) Framework for D-SIBs, which

establishes a risk-based measure intended

to ensure a non-viable D-SIB has sufficient

loss absorbing capacity on a stand-alone,

legal entity basis to support its

resolution. The Bank is compliant with

the requirements set out in this new framework.

The table below summarizes OSFI’s current regulatory

minimum capital targets for the Bank as at

January 31, 2024.

REGULATORY CAPITAL AND TLAC TARGET RATIOS

Capital

Pillar 1

Pillar 1 & 2

Conservation

D-SIB / G-SIB

Regulatory

Minimum

Buffer

Surcharge

Target

DSB

Target

CET1

4.5

2.5

1.0

8.0

3.5

11.5

Tier 1

6.0

2.5

1.0

9.5

3.5

13.0

Total Capital

8.0

2.5

1.0

11.5

3.5

15.0

Leverage

3.0

n/a

0.5

3.5

n/a

3.5

TLAC

18.0

2.5

1.0

21.5

3.5

25.0

TLAC Leverage

6.75

n/a

0.50

7.25

n/a

7.25

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

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

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

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

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

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

-weighted

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

The Bank’s countercyclical

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

Not applicable.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 26

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 2023 list of

G-SIBs on November 27, 2023. 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.

The increase in Payments activity was

primarily due to US-dollar activities.

Trading volume increase was mainly driven by

higher U.S. fixed income trading. The

increase in Trading and other securities

was due to an increase in treasury

and government-related securities. Other notable

changes in the indicators from prior year primarily

reflect normal business activities of the Bank.

TABLE 25: G-SIB INDICATORS

(millions of Canadian dollars)

As at

October 31, 2023

October 31, 2022

Category (and weighting)

Individual Indicator

Cross-jurisdictional activity (20%)

Cross-jurisdictional claims

1,003,230

1,061,844

Cross-jurisdictional liabilities

964,092

1,037,857

Size (20%)

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

2,112,677

2,086,338

Interconnectedness (20%)

Intra-financial system assets

109,833

111,106

Intra-financial system liabilities

55,247

46,280

Securities outstanding

470,767

475,328

Substitutability/financial institution

Assets under custody

563,783

544,237

infrastructure (20%)

Payments activity

39,499,576

35,006,485

Underwritten transactions in debt and equity

markets

186,110

168,956

Trading Volume (includes the two sub indicators)

– Trading volume fixed income sub indicator

9,239,393

5,472,810

– Trading volume equities and other securities sub indicator

2,958,869

3,102,383

Complexity (20%)

Notional amount of OTC derivatives

21,198,657

20,854,259

Trading and other securities

64,944

43,174

Level 3 assets

3,548

3,481

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 2023 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.

Includes trading securities, securities designated at FVTPL,

and securities at FVOCI.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 27

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

2024

2023

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

25,428

25,522

25,174

Retained earnings

72,347

73,044

73,501

Accumulated other comprehensive income

3,830

2,750

1,923

Common Equity Tier 1 Capital before regulatory

adjustments

101,605

101,316

100,598

Common Equity Tier 1 Capital regulatory adjustments

Goodwill (net of related tax liability)

(17,922)

(18,424)

(17,134)

Intangibles (net of related tax liability)

(2,654)

(2,606)

(2,133)

Deferred tax assets excluding those arising

from temporary differences

(198)

(207)

(85)

Cash flow hedge reserve

3,559

5,571

4,033

Shortfall of provisions to expected losses

–

Gains and losses due to changes in own

credit risk on fair valued liabilities

(148)

(379)

(152)

Defined benefit pension fund net assets (net

of related tax liability)

(773)

(908)

(1,132)

Investment in own shares

(20)

(21)

(18)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(2,724)

(1,976)

(1,649)

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

(56)

(49)

–

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

–

Total regulatory adjustments to Common Equity Tier 1 Capital

(20,926)

(18,999)

(18,270)

Common Equity Tier 1 Capital

80,679

82,317

82,328

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

10,830

10,791

11,246

Additional Tier 1 Capital instruments before

regulatory adjustments

10,830

10,791

11,246

Additional Tier 1 Capital instruments regulatory

adjustments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(5)

(6)

(138)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(350)

Total regulatory adjustments to Additional Tier 1 Capital

(355)

(356)

(488)

Additional Tier 1 Capital

10,475

10,435

10,758

Tier 1 Capital

91,154

92,752

93,086

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

9,357

9,424

11,138

Collective allowances

1,781

1,964

2,265

Tier 2 Capital before regulatory adjustments

11,138

11,388

13,403

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)

(228)

(196)

(220)

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

(115)

(136)

(77)

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

(503)

(492)

(457)

Tier 2 Capital

10,635

10,896

12,946

Total Capital

101,789

103,648

106,032

Risk-weighted assets

579,424

571,161

531,644

Capital Ratios and Multiples

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

assets)

13.9

14.4

15.5

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

15.7

16.2

17.5

Total Capital (as percentage of risk-weighted assets)

17.6

18.1

19.9

Leverage ratio

4.4

4.8

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

regulatory consolidation, where the institution does not own more than

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

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

in the “Regulatory Capital” section of this document.

The impact to CET1 capital upon adoption

of IFRS 17 is immaterial to the Bank.

As at January 31, 2024, the Bank’s CET1, Tier 1, and Total Capital ratios were 13.9%, 15.7%,

and 17.6%, respectively. The decrease in the Bank’s CET1 Capital

ratio from 14.4% as at October 31, 2023,

was primarily attributable to RWA growth across various

segments, common shares repurchased

for cancellation, and

the impact of the regulatory changes related

to the Fundamental Review of the Trading Book and

Negatively amortizing mortgages. CET1

was also impacted by

the FDIC special assessment booked in the

quarter. The impact of the foregoing items was partially offset by

organic growth, and the issuance of common

pursuant to the Bank’s dividend reinvestment plan.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 28

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

was 4.4%, consistent with the ratio reported at

October 31, 2023. The leverage ratio impact

from exposure

increases across various segments and common

shares repurchased for cancellation

was offset by organic capital growth and the issuance

of common shares

pursuant to the Bank’s dividend reinvestment plan.

Future Regulatory Capital Developments

There are no future regulatory capital developments

in addition to those described in the “Future

Regulatory Capital Developments” section

of the Bank’s 2023

Annual Report.

TABLE 27: EQUITY AND OTHER SECURITIES

(millions of shares/units and millions of Canadian

dollars, except as noted)

As at

January 31, 2024

October 31, 2023

Number of

shares/units

Amount

shares/units

Amount

Common shares outstanding

1,772.8

25,318

1,791.4

25,434

Treasury – common shares

(0.7)

(58)

(0.7)

(64)

Total common shares

1,772.1

25,260

1,790.7

25,370

Stock options

Vested

6.4

5.1

Non-vested

9.5

9.0

Preferred shares – Class A

Series 1

20.0

500

20.0

500

Series 3

20.0

500

20.0

500

Series 5

20.0

500

20.0

500

Series 7

14.0

350

14.0

350

Series 9

8.0

200

8.0

200

Series 16

14.0

350

14.0

350

Series 18

14.0

350

14.0

350

Series 22

14.0

350

14.0

350

Series 24

18.0

450

18.0

450

Series 27

0.8

850

0.8

850

Series 28

0.8

800

0.8

800

143.6

5,200

143.6

5,200

Other equity instruments

Limited Recourse Capital Notes Series

1.8

1,750

1.8

1,750

Limited Recourse Capital Notes Series

1.5

1,500

1.5

1,500

Limited Recourse Capital Notes Series

2,3

1.7

2,403

1.7

2,403

148.6

10,853

148.6

10,853

Treasury – preferred shares and other equity instruments

(0.1)

(27)

(0.1)

(65)

Total preferred shares and other equity instruments

148.5

10,826

148.5

10,788

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

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

For LRCNs – Series 3, the amount represents the Canadian dollar equivalent of the U.S. dollar notional amount. Refer to the “Preferred Shares and Other Equity Instruments – Significant Terms and

Conditions” table in Note 20 of the Bank’s 2023 Consolidated Financial Statements for further details.

DIVIDENDS

On February 28, 2024, the Board approved

a dividend in an amount of one dollar and

two cents ($1.02)

per fully paid common share in the capital stock

of the

Bank for the quarter ending April 30, 2024, payable

on and after April 30, 2024, to shareholders

of record at the close of business on April

9, 2024.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

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

purchased from the open market at market

price.

During the three months ended January 31, 2024,

the Bank issued 2.0 million common shares

from treasury with no discount.

During the three months ended

January 31, 2023, the Bank issued 7.9 million

common shares from treasury with a 2%

discount.

NORMAL COURSE ISSUER BID

On August 28, 2023, the Bank announced

that the Toronto Stock Exchange and OSFI approved a normal course issuer

bid (NCIB) to repurchase for cancellation

up to 90 million of its common shares. The

NCIB commenced on August 31, 2023, and

during the three months ended January 31,

2024, the Bank repurchased

20.9 million common shares under the

NCIB, at an average price of $82.39 per share

for a total amount of $1.7 billion.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

If a non-viability contingent capital (NVCC)

trigger event were to occur, for all series of Class A First

Preferred Shares excluding the preferred

shares issued with

respect to LRCNs, the maximum number of

common shares that could be issued,

assuming there are no declared and unpaid

dividends on the respective series

of preferred shares at the time of conversion,

would be 1.0 billion in aggregate.

The LRCNs, by virtue of the recourse

to the preferred shares held in the Limited

Recourse Trust, include NVCC provisions. For LRCNs, if

an NVCC trigger were

to occur, the maximum number of common shares that

could be issued, assuming there are

no declared and unpaid dividends on the preferred

shares series

issued in connection with such LRCNs,

would be 1.1 billion in aggregate.

For NVCC subordinated notes and debentures,

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

of common shares that could be issued,

assuming there is no accrued and unpaid

interest on the respective subordinated notes

and debentures, would be 2.7 billion in aggregate.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 29

MANAGING RISK

EXECUTIVE SUMMARY

Growing profitability in financial results based

on balanced revenue, expense and capital

growth services involves selectively

taking and managing risks within the

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

a stable and sustainable rate of return for

every dollar of risk it takes, while putting

significant emphasis on

investing in its businesses to meet its future

strategic objectives.

The Bank’s businesses and operations are exposed

to a broad number of risks that have been

identified and defined in the Enterprise

Risk Framework. The

Bank’s tolerance to those risks is defined

in the Enterprise Risk Appetite which has been

developed within a comprehensive framework

that takes into

consideration current conditions in which

the Bank operates and the impact that emerging

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

Bank’s risk appetite

states that it takes risks required to build its

business, but only if those risks: (1)

fit the business strategy and can be understood

and managed; (2) do not expose

the enterprise to any significant single loss

events; TD does not ‘bet the bank’

on any single acquisition, business, or

product; and (3) do not risk harming

the TD

brand. Each business is responsible for setting

and aligning its individual risk appetites

with that of the enterprise based on a

thorough examination of the specific

risks to which it is exposed.

The Bank considers it critical to regularly

assess its operating environment and

highlight top and emerging risks. These are

risks with a potential to have a

material effect on the Bank and where the attention

of senior leaders is focused due to the potential

magnitude or immediacy of their impact.

Risks are identified, discussed, and actioned

by senior leaders and reported quarterly

to the Risk Committee. Specific plans

to mitigate top and emerging risks

are prepared, monitored, and adjusted as required.

The Bank’s risk governance structure and risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

Additional information on risk factors can

be found in this document and the 2023

MD&A under the heading “Risk Factors and

Management”. For a complete

discussion of the risk governance structure

and the risk management approach, refer

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

Report.

The shaded sections of this MD&A represent

a discussion relating to market and liquidity

risks and form an integral part of the Interim

Consolidated Financial

Statements for the period ended January 31,

2024.

CREDIT RISK

Gross credit risk exposure, also referred

to as exposure at default (EAD), is the

total amount the Bank is exposed to at the time

of default of a loan and is

measured before counterparty-specific

provisions or write-offs. Gross credit risk exposure

does not reflect the effects of credit risk

mitigation (CRM) and includes

both on-balance sheet and off-balance sheet

exposures. On-balance sheet exposures

consist primarily of outstanding loans, acceptances,

non-trading securities,

derivatives, and certain other repo-style

transactions. Off-balance sheet exposures consist

primarily of undrawn commitments, guarantees,

and certain other

repo-style transactions.

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 28: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

4,485

516,992

521,477

4,815

515,152

519,967

Qualifying revolving retail

821

167,594

168,415

810

169,183

169,993

Other retail

3,633

99,189

102,822

3,368

99,253

102,621

Total retail

8,939

783,775

792,714

8,993

783,588

792,581

Non-retail

Corporate

2,776

664,502

667,278

3,496

654,369

657,865

Sovereign

491,549

491,643

116

527,423

527,539

Bank

3,996

155,738

159,734

5,272

171,180

176,452

Total non-retail

6,866

1,311,789

1,318,655

8,884

1,352,972

1,361,856

Gross credit risk exposures

15,805

2,095,564

2,111,369

17,877

2,136,560

2,154,437

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

equity, and certain other credit RWA.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 30

MARKET RISK

Market risk capital is calculated using the Standardized

Approach.

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

monitor

and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes is

classified as trading market risk.

TABLE 29: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

Other

sheet

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

75,048

275

74,773

–

98,348

327

98,021

–

Interest rate

Trading loans, securities, and other

161,520

159,063

2,457

–

152,090

151,011

1,079

–

Interest rate

Non-trading financial assets at

fair value through profit or loss

6,985

–

6,985

–

7,340

–

7,340

–

Equity,

foreign exchange,

interest rate

Derivatives

60,574

56,397

4,177

–

87,382

81,526

5,856

–

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

5,970

–

5,970

–

5,818

–

5,818

–

Interest rate

Financial assets at fair value through

other comprehensive income

74,730

–

74,730

–

69,865

–

69,865

–

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

300,071

–

300,071

–

308,016

–

308,016

–

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

199,079

8,606

190,473

–

204,333

9,649

194,684

–

Interest rate

Loans, net of allowance for

loan losses

904,336

–

904,336

–

895,947

–

895,947

–

Interest rate

Customers’ liability under

acceptances

13,066

–

13,066

–

17,569

–

17,569

–

Interest rate

Investment in Schwab

9,548

–

9,548

–

8,907

–

8,907

–

Equity

Other assets

1,2

1,775

–

1,775

–

1,956

–

1,956

–

Interest rate

Assets not exposed to

market risk

98,190

–

98,190

97,568

–

97,568

Total Assets

1,910,892

224,341

1,588,361

98,190

1,955,139

242,513

1,615,058

97,568

Liabilities subject to market risk

Trading deposits

30,634

27,226

3,408

–

30,980

27,059

3,921

–

Equity, interest rate

Derivatives

54,073

51,749

2,324

–

71,640

70,382

1,258

–

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

16,543

–

14,422

–

Interest rate

Financial liabilities designated at

fair value through profit or loss

180,112

180,110

–

192,130

192,128

–

Interest rate

Deposits

1,181,254

–

1,181,254

–

1,198,190

–

1,198,190

–

Interest rate,

foreign exchange

Acceptances

13,066

–

13,066

–

17,569

–

17,569

–

Interest rate

Obligations related to securities

sold short

42,875

41,088

1,787

–

44,661

43,993

668

–

Interest rate

Obligations related to securities sold

under repurchase agreements

174,129

11,760

162,369

–

166,854

12,641

154,213

–

Interest rate

Securitization liabilities at amortized

cost

12,358

–

12,358

–

12,710

–

12,710

–

Interest rate

Subordinated notes and debentures

9,554

–

9,554

–

9,620

–

9,620

–

Interest rate

Other liabilities

1,2

26,497

–

26,497

–

27,062

–

27,062

–

Equity, interest rate

Liabilities and Equity not

exposed to market risk

169,797

–

169,797

169,301

–

169,301

Total Liabilities and Equity

1,910,892

148,368

1,592,727

169,797

1,955,139

168,499

1,617,339

169,301

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

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

first quarter 2024 Interim Consolidated Financial Statements for further

details.

ex991p31i0

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 31

-70

-60

-50

-40

-30

-20

-10

11/1/2023

11/6/2023

11/11/2023

11/16/2023

11/21/2023

11/26/2023

12/1/2023

12/6/2023

12/11/2023

12/16/2023

12/21/2023

12/26/2023

12/31/2023

1/5/2024

1/10/2024

1/15/2024

1/20/2024

1/25/2024

1/30/2024

TOTAL VALUE-AT-RISK

AND TRADING NET REVENUE

(millions of Canadian dollars)

Trading net revenue

Value-at-Risk

Calculating VaR

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

Market Risk (GMR) and Idiosyncratic Debt

Specific Risk (IDSR) associated with the

Bank’s trading positions.

GMR is determined by creating a distribution

of potential changes in the market value of

the current portfolio using historical simulation.

The Bank values the

current portfolio using the market price and rate

changes of the most recent

259

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

commodity

products. GMR is computed as the threshold

level that portfolio losses are not expected

to exceed more than one out of every 100 trading

days. A one-day holding

period is used for GMR calculation.

IDSR measures idiosyncratic (single-name) credit

spread risk for credit exposures in the trading

portfolio using Monte Carlo simulation.

The IDSR model is

based on the historical behaviour of five-year idiosyncratic

credit spreads. Similar to GMR, IDSR is

computed as the threshold level that portfolio

losses are not

expected to exceed more than one out of every

100 trading days. IDSR is measured

for a ten-day holding period.

The following graph discloses daily one-day

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

within Wholesale Banking. Trading net revenue includes

trading income and net interest income related

to positions within the Bank’s market risk capital

trading books. For the quarter ended January

31, 2024, there were

4 days of trading losses and trading net revenue

was positive for

% of the trading days, reflecting normal

trading activity. Losses in the year did not exceed VaR

on any trading day.

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

context of its limitations, for example:

●

VaR uses historical data to estimate future events, which limits

its forecasting abilities;

●

it does not provide information on losses beyond

the selected confidence level; and

●

it assumes that all positions can be liquidated

during the holding period used for VaR calculation.

The Bank continuously improves its VaR methodologies and incorporates

new risk measures in line with market

conventions, industry best practices, and

regulatory requirements.

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

management purposes.

This includes Stress Testing as well

as sensitivities to various market risk factors.

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

and low usage of TD’s VaR metric.

TABLE 30: PORTFOLIO MARKET RISK MEASURES

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2024

2023

As at

Average

High

Low

Average

Interest rate risk

15.4

17.8

25.5

12.1

21.2

24.1

Credit spread risk

29.6

29.4

35.0

23.9

30.6

29.2

Equity risk

8.5

7.2

8.7

5.6

6.8

10.6

Foreign exchange risk

1.6

2.4

4.5

1.2

2.8

4.8

Commodity risk

3.7

4.6

2.6

3.9

8.1

Idiosyncratic debt specific risk

18.1

20.9

29.7

13.8

26.2

38.9

Diversification effect

(50.7)

(51.2)

n/m

(56.9)

(62.7)

Total Value-at-Risk (one-day)

26.2

30.2

40.1

21.8

34.6

53.0

The aggregate VaR is less than the sum of the VaR

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

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

occur on different days for different risk types.

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

to changes in interest rate risk positions

and tighter credit spreads.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 32

Validation of VaR Model

The Bank uses a back-testing process

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

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities. The measurement of interest

rate risk in the banking book does not

include exposures from TD’s

Wholesale Banking or Insurance businesses.

The primary measures for this risk are Economic

Value of Shareholders’

Equity (EVE) Sensitivity and Net Interest

Income Sensitivity (NIIS).

The EVE Sensitivity measures the impact

of a specified interest rate shock to the

change in the net present value of the Bank’s banking

book assets, liabilities,

and certain off-balance sheet items. It reflects a

measurement of the potential present value impact

on shareholders’ equity without an assumed

term profile for the

management of the Bank’s own equity and excludes

product margins.

The NIIS measures the NII change over

a twelve-month horizon for a specified

change in interest rates for banking book

assets, liabilities, and certain off-

balance sheet items assuming a constant balance

sheet over the period.

The Bank’s Market Risk policy sets overall limits

on the structural interest rate risk measures.

These limits are periodically reviewed

and approved by the Risk

Committee. In addition to the Board policy limits,

book-level risk limits are set for the

Bank’s management of non-trading interest rate

risk by Risk Management.

Exposures against these limits are routinely

monitored and reported, and breaches of the

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

Capital

Committee (ALCO) and the Risk Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures. Interest rate floors are applied

by currency to the decrease in rates such

that they do not exceed expected lower bounds,

with the most material

currencies set to a floor of -25 bps.

TABLE 31: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

January 31, 2023

EVE

NII

EVE

NII

EVE

NII

Sensitivity

Canada

U.S.

Total

Canada

U.S.

Total

Before-tax impact of

100 bps increase in rates

(402)

(1,734)

(2,136)

579

390

969

(2,211)

920

(1,610)

1,135

100 bps decrease in rates

320

1,402

1,722

(605)

(547)

(1,152)

1,599

(1,099)

1,056

(1,216)

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

As at January 31, 2024, an immediate and

sustained 100 bps increase in interest rates

would have had a negative impact to the

Bank’s EVE of $

2,136

million, a

decrease of $

million from last quarter, and a positive impact to the

Bank’s NII of $

969

million, an increase of $

million from last quarter. An immediate and

sustained 100 bps decrease in interest rates

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

of $

1,722

million, an increase of $

123

million from last quarter,

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

1,152

million, an increase of $

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

up shock EVE

Sensitivity is primarily due to a decrease in

the interest rate sensitivity of the Bank’s investment

portfolio in the U.S. Region, partially

offset by an increase in the

duration of net assets supported by equity. The quarter-over-quarter

increase in down shock EVE Sensitivity

is primarily due to an increase in the

duration of net

assets supported by equity. The quarter-over-quarter increase in both

up and down shock NII Sensitivity is primarily

due to changes in deposit composition and

Treasury hedging activity.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 33

Liquidity Risk

Liquidity risk is the risk of having insufficient cash or

collateral to meet financial obligations and

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

at a non-distressed price. Financial obligations

can arise from deposit withdrawals, debt

maturities, commitments to provide credit or liquidity

support,

or the need

to pledge additional collateral.

TD’S LIQUIDITY RISK APPETITE

The Bank applies an established set of practices

and protocols for managing its potential

exposure to liquidity risk. The Bank

targets a 90-day survival horizon

under a combined bank-specific and market-wide

stress scenario, and a minimum buffer over regulatory

requirements prescribed by the OSFI Liquidity

Adequacy

Requirements (LAR)

guidelines. Under the LAR guidelines,

Canadian banks are required to maintain

a Liquidity Coverage Ratio (LCR) at the

minimum of 100%

other than during periods of financial stress

and to maintain a Net Stable Funding Ratio

(NSFR) at the minimum of 100%. The

Bank’s funding program emphasizes

maximizing deposits as a core source of

funding, and having ready access to wholesale

funding markets across diversified terms,

funding types, and currencies

that is designed to ensure low exposure

to a sudden contraction of wholesale funding

capacity and to minimize structural liquidity

gaps. The Bank also maintains a

contingency funding plan to enhance preparedness

for recovery from potential liquidity stress

events. The Bank’s strategies and actions comprise

an integrated

liquidity risk management program that is designed

to ensure low exposure to liquidity risk and

compliance with regulatory requirements.

LIQUIDITY RISK MANAGEMENT RESPONSIBILITY

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

management program. It ensures there are

effective management structures and practices

in place to properly

measure and manage liquidity risk. The Global

Liquidity

& Funding Committee, a subcommittee

of the ALCO comprised of senior management

from Treasury,

Risk Management and Wholesale Banking, identifies

and monitors the Bank’s liquidity risks.

The management of liquidity risk is the responsibility

of the SET

member responsible for Treasury, while oversight and challenge is 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 bi-annually and the related policies

annually.

The Bank has established TDGUS as TD’s U.S. IHC,

as well as a Combined U.S. Operations

(CUSO) reporting unit that consists

of the IHC and TD’s U.S.

branch and agency network. Both TDGUS and

CUSO are managed to the U.S. Enhanced

Prudential Standards liquidity requirements

in addition to the Bank’s

liquidity management framework.

The Bank’s liquidity risk appetite and liquidity risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

For a complete discussion of liquidity risk,

refer to the “Liquidity Risk”

section in the Bank’s 2023 Annual Report.

Liquid assets

The unencumbered liquid assets the Bank holds

to meet its liquidity requirements must be

high-quality securities that the Bank believes

can be monetized quickly

in stress conditions with minimum loss in

market value. The liquidity value of unencumbered

liquid assets considers estimated market

or trading depths, settlement

timing, and/or other identified impediments

to potential sale or pledging.

Assets held by the Bank to meet liquidity

requirements are summarized in the following

tables. The tables do not include assets held

within the Bank’s

insurance businesses as these are used to

support insurance-specific liabilities and capital

requirements.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 34

TABLE 32: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY

1,2

(millions of Canadian dollars, except as noted)

As at

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

% of

Encumbered

Unencumbered

liquid assets

transactions

liquid assets

total

liquid assets

January 31, 2024

Cash and central bank reserves

13,203

–

13,203

590

12,613

Canadian government obligations

18,437

80,646

99,083

45,930

53,153

National Housing Act Mortgage-Backed

Securities (NHA MBS)

41,024

–

41,024

1,889

39,135

Obligations of provincial governments, public sector entities

and multilateral development banks

41,606

23,211

64,817

33,066

31,751

Corporate issuer obligations

20,494

4,358

24,852

5,106

19,746

Equities

9,952

2,107

12,059

9,498

2,561

Total Canadian dollar-denominated

144,716

110,322

255,038

96,079

158,959

Cash and central bank reserves

59,981

–

59,981

199

59,782

U.S. government obligations

77,506

64,971

142,477

72,539

69,938

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

federal agency mortgage-backed obligations

79,224

13,183

92,407

27,269

65,138

Obligations of other sovereigns, public sector entities

and multilateral development banks

66,005

40,789

106,794

38,154

68,640

Corporate issuer obligations

77,877

10,190

88,067

18,535

69,532

Equities

51,299

34,804

86,103

47,636

38,467

Total non-Canadian dollar-denominated

411,892

163,937

575,829

204,332

371,497

Total

556,608

274,259

830,867

100

300,411

530,456

October 31, 2023

Cash and central bank reserves

28,548

–

28,548

506

28,042

Canadian government obligations

15,214

94,000

109,214

67,457

41,757

NHA MBS

38,760

–

38,760

1,043

37,717

Obligations of provincial governments, public sector entities

and multilateral development banks

40,697

22,703

63,400

31,078

32,322

Corporate issuer obligations

19,507

4,815

24,322

4,512

19,810

Equities

10,555

2,288

12,843

8,890

3,953

Total Canadian dollar-denominated

153,281

123,806

277,087

113,486

163,601

Cash and central bank reserves

66,094

–

66,094

180

65,914

U.S. government obligations

72,808

64,449

137,257

63,688

73,569

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

federal agency mortgage-backed obligations

80,047

15,838

95,885

29,487

66,398

Obligations of other sovereigns, public sector entities

and multilateral development banks

65,996

54,321

120,317

56,652

63,665

Corporate issuer obligations

84,853

9,656

94,509

15,228

79,281

Equities

38,501

38,388

76,889

47,653

29,236

Total non-Canadian dollar-denominated

408,299

182,652

590,951

212,888

378,063

Total

561,580

306,458

868,038

100

326,374

541,664

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

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

Includes debt obligations issued or guaranteed by these entities.

Unencumbered liquid assets held in The

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

insurance subsidiaries) and branches

are summarized in the following table.

TABLE 33: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

January 31

October 31

2024

2023

The Toronto-Dominion Bank (Parent)

211,078

205,408

Bank subsidiaries

278,746

291,915

Foreign branches

40,632

44,341

Total

530,456

541,664

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 35

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended January 31, 2024 and October 31,

2023, are

summarized in the following table.

TABLE 34: SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY

1,2

(millions of Canadian dollars, except as noted)

Average for the three months ended

Securities

received as

collateral from

securities

financing and

Total

Bank-owned

derivative

liquid

% of

Encumbered

Unencumbered

liquid assets

transactions

assets

Total

liquid assets

January 31, 2024

Cash and central bank reserves

25,485

–

25,485

543

24,942

Canadian government obligations

17,377

82,565

99,942

54,469

45,473

NHA MBS

40,487

–

40,487

1,391

39,096

Obligations of provincial governments, public sector

entities and multilateral development banks

43,258

24,036

67,294

35,838

31,456

Corporate issuer obligations

19,590

5,056

24,646

5,314

19,332

Equities

11,845

2,423

14,268

10,393

3,875

Total Canadian dollar-denominated

158,042

114,080

272,122

107,948

164,174

Cash and central bank reserves

53,870

–

53,870

240

53,630

U.S. government obligations

76,266

64,334

140,600

70,162

70,438

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

federal agency mortgage-backed obligations

78,957

12,071

91,028

26,571

64,457

Obligations of other sovereigns, public sector entities and

multilateral development banks

66,149

44,439

110,588

43,327

67,261

Corporate issuer obligations

78,943

11,043

89,986

17,989

71,997

Equities

48,073

36,885

84,958

48,537

36,421

Total non-Canadian dollar-denominated

402,258

168,772

571,030

206,826

364,204

Total

560,300

282,852

843,152

100

314,774

528,378

October 31, 2023

Cash and central bank reserves

30,169

–

30,169

478

29,691

Canadian government obligations

17,188

87,770

104,958

65,465

39,493

NHA MBS

39,047

–

39,047

1,068

37,979

Obligations of provincial governments, public sector

entities and multilateral development banks

40,614

23,474

64,088

33,166

30,922

Corporate issuer obligations

17,625

4,741

22,366

4,573

17,793

Equities

11,338

3,039

14,377

8,756

5,621

Total Canadian dollar-denominated

155,981

119,024

275,005

113,506

161,499

Cash and central bank reserves

63,529

–

63,529

243

63,286

U.S. government obligations

72,220

62,823

135,043

63,096

71,947

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

federal agency mortgage-backed obligations

80,429

14,100

94,529

28,197

66,332

Obligations of other sovereigns, public sector entities and

multilateral development banks

65,257

49,780

115,037

51,138

63,899

Corporate issuer obligations

84,183

9,711

93,894

15,193

78,701

Equities

39,737

39,120

78,857

44,434

34,423

Total non-Canadian dollar-denominated

405,355

175,534

580,889

202,301

378,588

Total

561,336

294,558

855,894

100

315,807

540,087

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

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

Includes debt obligations issued or guaranteed by these entities.

Average unencumbered liquid assets held in

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

insurance subsidiaries) and

branches are summarized in the following

table.

TABLE 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

2024

2023

The Toronto-Dominion Bank (Parent)

209,171

207,164

Bank subsidiaries

285,938

294,582

Foreign branches

33,269

38,341

Total

528,378

540,087

ASSET ENCUMBRANCE

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

assets are pledged to obtain funding,

support trading and brokerage businesses,

and participate in clearing

and/or settlement systems. A summary

of encumbered and unencumbered assets

(excluding assets held in insurance subsidiaries)

is presented in the following

table to identify assets that are used or available

for potential funding needs.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 36

TABLE 36: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

Unencumbered

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Pledged as

Available as

assets

transactions

Assets

Collateral

Other

Collateral

Other

January 31, 2024

Cash and due from banks

6,333

–

6,333

–

6,326

Interest-bearing deposits with

banks

75,048

–

75,048

5,719

119

65,937

3,273

Securities, trading loans, and other

549,276

435,951

985,227

397,303

16,846

546,941

24,137

Derivatives

60,574

–

60,574

–

60,574

Securities purchased under reverse

repurchase agreements

199,079

(199,079)

–

Loans, net of allowance for loan

losses

904,336

(13,549)

890,787

55,582

75,370

60,643

699,192

Customers’ liabilities under

acceptances

13,066

–

13,066

–

13,066

Other assets

103,180

–

103,180

646

–

102,534

Total assets

1,910,892

223,323

2,134,215

459,250

92,335

673,528

909,102

October 31, 2023

Total assets

1,955,139

215,318

2,170,457

460,641

84,997

678,289

946,530

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

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

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

in alignment with the business practice.

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

securities borrowing, margin loans, and other client activity.

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

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

derivative

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

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

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

issuance.

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

needs. This category includes reported FHLB assets that remain unutilized

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

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

those assets that are potentially eligible as funding program

collateral or for pledging to central banks (for example, Canada Mortgage

and Housing Corporation insured mortgages that can be securitized into NHA MBS).

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

FVTPL, financial assets at FVOCI, and DSAC.

Assets reported in the “Bank-owned assets”

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

from the reverse repurchase

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

”

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

assets.

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

financing and derivative transactions”

column to avoid double-

counting with the on-balance sheet assets.

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

assets, deferred tax assets, amounts receivable from brokers,

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

LIQUIDITY STRESS TESTING AND CONTINGENCY

FUNDING PLANS

In addition to the Severe Combined Stress

Scenario,

the Bank performs liquidity stress testing

on multiple alternate scenarios. These

scenarios are a mix of TD-

specific events and market-wide stress events

designed to test the impact from risk

factors material to the Bank’s risk profile. Liquidity

assessments are also part

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

The Bank has liquidity contingency funding

plans (CFP) in place at the overall

Bank level and for certain subsidiaries operating

in foreign jurisdictions (Regional

CFPs). The Bank’s CFP provides a documented

framework for managing unexpected liquidity

situations and thus is an integral component

of the Bank’s overall

liquidity risk management program. It outlines

different contingency levels based on the severity

and duration of the liquidity situation and

identifies recovery

actions appropriate for each level. For each recovery

action, it provides key operational

steps required to execute the action. Regional

CFPs identify recovery

actions to address region-specific stress

events. The actions and governance structure

outlined in the Bank’s CFP are aligned

with the Bank’s Crisis Management

Recovery Plan.

CREDIT RATINGS

Credit ratings impact the Bank’s borrowing costs

and ability to raise funds. Rating downgrades

could potentially result in higher financing

costs, increased

requirements to pledge collateral, reduced

access to capital markets, and could also affect

the Bank’s ability to enter into derivative transactions.

Credit ratings and outlooks provided

by rating agencies reflect their views and

are subject to change from time to time,

based on a number of factors including

the Bank’s financial strength, competitive position,

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

the methodologies used by rating

agencies and conditions affecting the overall financial

services industry.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 37

TABLE 37: CREDIT RATINGS

As at

January 31, 2024

Moody’s

S&P

Fitch

DBRS

Deposits/Counterparty

Aa1

AA-

AA (high)

Legacy Senior Debt

Aa2

AA-

AA (high)

Senior Debt

AA-

Covered Bonds

Aaa

–

AAA

Subordinated Debt

AA (low)

Subordinated Debt – NVCC

A2 (hyb)

A-

Preferred Shares – NVCC

Baa1 (hyb)

BBB

BBB+

Pfd-2 (high)

Limited Recourse Capital Notes – NVCC

Baa1 (hyb)

BBB

BBB+

A (low)

Short-Term Debt (Deposits)

P-1

A-1+

F1+

R-1 (high)

Outlook

Stable

The above ratings are for The Toronto-Dominion

Bank legal entity. Subsidiaries’ ratings are available

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

ratings are not

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

price or suitability for a particular investor. Ratings are subject

to revision

or withdrawal at any time by the rating organization.

Represents Moody’s Long-Term

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

Long-Term Deposits Rating and DBRS

’

Long-Term Issuer Rating.

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

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

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

regime.

The Bank regularly reviews the level

of increased collateral its trading counterparties

would require in the event of a downgrade

of TD’s credit rating. The Bank

holds liquid assets to ensure it is able to provide

additional collateral required by trading

counterparties in the event of a three-notch

downgrade in the Bank’s

senior debt ratings.

The following table presents the additional collateral

that could have been contractually required

to be posted to 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

(millions of Canadian dollars)

Average for the three months ended

January 31

October 31

2024

2023

One-notch downgrade

153

Two-notch downgrade

150

230

Three-notch downgrade

800

955

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

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

LIQUIDITY COVERAGE RATIO

The LCR is a Basel III metric calculated

as the ratio of the stock of unencumbered high-quality

liquid assets (HQLA) over the net cash

outflow requirements in the

next 30 days under a hypothetical liquidity stress

event.

Other than during periods of financial stress,

the Bank must maintain the LCR above

100% in accordance with the OSFI LAR

requirement. The Bank’s LCR is

calculated according to the scenario parameters

in the LAR guideline, including prescribed

HQLA eligibility criteria and haircuts, deposit

run-off rates, and other

outflow and inflow rates. HQLA held by the

Bank that are eligible for the LCR calculation

under the LAR are primarily central bank

reserves, sovereign-issued or

sovereign-guaranteed securities, and high-quality

securities issued by non-financial entities.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 38

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 39: AVERAGE BASEL III LIQUIDITY COVERAGE RATIO

(millions of Canadian dollars, except

as noted)

Average for the three months ended

January 31, 2024

Total unweighted

Total weighted

value (average)

High-quality liquid assets

Total high-quality liquid assets

n/a

334,351

Cash outflows

Retail deposits and deposits from small business

customers, of which:

482,805

30,811

Stable deposits

256,660

7,700

Less stable deposits

226,145

23,111

Unsecured wholesale funding, of which:

349,412

174,407

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

128,573

30,354

Non-operational deposits (all counterparties)

192,654

115,868

Unsecured debt

28,185

Secured wholesale funding

n/a

38,464

Additional requirements, of which:

346,601

105,521

Outflows related to derivative exposures and

other collateral requirements

60,479

43,247

Outflows related to loss of funding on debt products

11,461

Credit and liquidity facilities

274,661

50,813

Other contractual funding obligations

19,252

10,385

Other contingent funding obligations

771,815

11,987

Total cash outflows

n/a

371,575

Cash inflows

Secured lending

224,349

35,812

Inflows from fully performing exposures

21,167

10,038

Other cash inflows

74,396

Total cash inflows

319,912

120,246

Average for the three months ended

January 31, 2024

October 31, 2023

Total adjusted

value

Total high-quality liquid assets

334,351

325,142

Total net cash outflows

251,329

250,314

Liquidity coverage ratio

133

130

The LCR for the quarter ended January 31, 2024 is calculated as an average of the 62 daily data points in the quarter.

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

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

rates, as prescribed by the OSFI LAR guideline.

Not applicable as per the LCR common disclosure template.

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

customers are deposits that are insured and are either held in

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

highly unlikely.

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

access and ability to conduct payment and settlement activities. These

activities include clearing, custody, or cash management

services.

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

with remaining maturity greater than 30 days, and other

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

30 days, TD has no contractual obligation to buy back these outstanding TD

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

Total HQLA includes both asset haircuts

and applicable caps,

as prescribed by the OSFI LAR guideline (HQLA assets after haircuts are capped at 40% for

Level 2 and 15% for Level 2B).

Total Net Cash Outflows include both inflow

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

of outflows).

The Bank’s average LCR of 133% for the quarter ended

January 31, 2024 continues to meet the regulatory

requirements.

The Bank holds

a variety of liquid assets commensurate

with the liquidity needs of the organization.

Many of these assets qualify as HQLA under

the OSFI LAR

guideline. The average HQLA of the Bank

for the quarter ended January 31, 2024 was

$334 billion (October 31, 2023 – $325

billion), with Level 1 assets

representing 83% (October 31, 2023 – 82%).

The Bank’s reported HQLA excludes excess

HQLA from the 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 2023 Annual Report,

the Bank manages its HQLA and other liquidity

buffers to the

higher of TD’s 90-day surplus requirement and the

target buffers over regulatory requirements from

the LCR, NSFR, and the Net Cumulative

Cash Flow metrics.

As a result, the total stock of HQLA is subject

to ongoing rebalancing against the projected

liquidity requirements.

NET STABLE

FUNDING RATIO

The NSFR is a Basel III metric calculated as

the ratio of total available stable funding

(ASF) over total required stable funding (RSF)

in accordance with OSFI’s

LAR guideline. The Bank must maintain an

NSFR ratio equal to or above 100% in accordance

with the LAR guideline. The Bank’s ASF comprises

the Bank’s

liability and capital instruments (including

deposits and wholesale funding). The assets

that require stable funding are based on

the Bank’s on and off-balance

sheet activities and a function of their liquidity

characteristics and the requirements of OSFI’s

LAR guideline.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 39

TABLE 40: NET STABLE FUNDING RATIO

(millions of Canadian dollars, except

as noted)

As at

January 31, 2024

Unweighted value by residential maturity

6 months to

Less than

less than

More than

Weighted

maturity

6 months

1 year

value

Available Stable Funding Item

Capital

109,250

n/a

9,113

118,363

Regulatory capital

109,250

n/a

9,113

118,363

Other capital instruments

n/a

–

Retail deposits and deposits from small business

customers:

434,080

65,298

39,640

30,458

529,638

Stable deposits

250,832

24,753

15,242

15,120

291,406

Less stable deposits

183,248

40,545

24,398

15,338

238,232

Wholesale funding:

235,934

361,919

100,168

234,625

437,491

Operational deposits

100,803

2,283

–

51,544

Other wholesale funding

135,131

359,636

100,167

234,625

385,947

Liabilities with matching interdependent assets

–

2,119

1,634

21,620

–

Other liabilities:

54,220

95,202

2,381

NSFR derivative liabilities

n/a

(958)

n/a

All other liabilities and equity not included

in the above categories

54,220

92,789

1,980

1,391

2,381

Total Available Stable Funding

1,087,873

Required Stable Funding Item

Total NSFR high-quality liquid assets

n/a

62,180

Deposits held at other financial institutions for

operational purposes

–

Performing loans and securities

108,989

225,917

118,247

673,137

758,227

Performing loans to financial institutions

secured by Level 1 HQLA

–

71,624

9,075

–

10,865

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

509

41,570

6,825

12,293

20,786

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

37,171

67,047

46,137

284,009

333,861

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

45,282

29,534

–

36,346

Performing residential mortgages, of which:

30,968

37,571

51,651

305,942

291,042

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

30,968

37,571

51,651

305,942

291,042

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

40,341

8,105

4,559

70,893

101,673

Assets with matching interdependent liabilities

–

1,715

2,438

21,540

–

Other assets:

69,568

135,698

104,767

Physical traded commodities, including gold

10,729

n/a

9,411

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

17,634

14,989

NSFR derivative assets

n/a

5,218

6,177

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

18,871

944

All other assets not included in the above

categories

58,839

86,349

1,664

5,962

73,246

Off-balance sheet items

n/a

770,848

27,722

Total Required Stable Funding

952,896

Net Stable Funding Ratio

114

As at

October 31, 2023

Total Available Stable Funding

1,123,816

Total Required Stable Funding

960,590

Net Stable Funding Ratio

117

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

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

non-maturity deposits, short

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

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

OSFI LAR guideline.

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

and are either held in transactional accounts or the depositors have

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

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

access and ability to conduct payment and settlement activities. These

activities include clearing, custody, or cash management

services.

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.

Includes Residential Mortgages and HELOCs.

The Bank’s NSFR for the quarter ended January

31, 2024 is at 114%

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

adhering to regulatory

requirements. Decreases are attributable

to changes in our funding composition and lower

deposit balance in the U.S. Retail Segment.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 40

FUNDING

The Bank has access to a variety of unsecured

and secured funding sources. The Bank’s

funding activities are conducted in accordance

with liquidity risk

management policies that require assets be

funded to the appropriate term and to a prudent

diversification profile.

The Bank’s primary approach to managing

funding activities is to maximize the use of

deposits raised through personal and

commercial banking channels.

The

following table illustrates the Bank’s base of personal

and commercial, wealth, and Schwab sweep

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

approximately

% (October 31, 2023 –

%) of the Bank’s total funding.

TABLE 41: SUMMARY OF DEPOSIT FUNDING

(millions of Canadian dollars)

As at

January 31

October 31

2024

2023

P&C deposits – Canadian

533,989

529,078

P&C deposits – U.S.

424,893

446,355

Total

958,882

975,433

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

reflect both underlying growth and changes in the foreign exchange

rate.

WHOLESALE FUNDING

The Bank maintains various registered external

wholesale term (greater than 1 year) funding

programs to provide access to diversified

funding sources, including

asset securitization, covered bonds, and

unsecured wholesale debt. The Bank raises

term funding through Senior Notes, NHA MBS,

and notes backed by credit

card receivables (Evergreen Credit Card

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

wholesale funding is diversified by geography, by

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

year or less) funding using certificates of deposit,

commercial paper, and bankers’ acceptances.

The following table summarizes the registered

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

size as at January 31, 2024.

Canada

United States

Europe

Capital Securities Program ($20 billion)

Canadian Senior Medium-Term Linked Notes

Program ($5 billion)

HELOC ABS Program (Genesis Trust II) ($7

billion)

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

Debt

Program (US$75 billion)

United Kingdom Listing Authority (UKLA)

Registered

Legislative Covered Bond Program ($80 billion)

UKLA 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, 2024, was $175.8 billion

(October 31, 2023

– $173.3 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

As at

January 31

October 31

Long-term funding by currency

2024

2023

Canadian dollar

U.S. dollar

Euro

British pound

Other

Total

100

Long-term funding by type

Senior unsecured medium-term notes

Covered bonds

Mortgage securitization

Term asset-backed securities

Total

100

The table includes funding issued to external investors

only.

Mortgage securitization excludes the residential

mortgage trading business.

The Bank maintains depositor concentration

limits in respect of short-term wholesale

deposits so that it is not overly reliant

on individual depositors for funding.

The Bank further limits short-term wholesale

funding maturity concentration in an effort to

mitigate refinancing risk during a stress event.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 41

The following table represents the remaining

maturity of various sources of funding outstanding

as at January 31, 2024 and October 31, 2023.

TABLE 43: WHOLESALE FUNDING

(millions of Canadian dollars)

As at

January 31

October 31

2024

2023

Less than

1 to 3

3 to 6

6 months

Up to 1

Over 1 to

Over

1 month

months

to 1 year

year

2 years

Total

Deposits from banks

19,867

4,794

3,640

4,470

32,771

–

32,771

42,481

Bearer deposit notes

199

328

767

498

1,792

–

1,792

1,804

Certificates of deposit

9,320

21,638

32,642

38,122

101,722

–

101,817

113,476

Commercial paper

4,564

14,716

10,093

17,413

46,786

–

46,786

40,515

Covered bonds

3,000

3,268

3,456

852

10,576

11,703

38,828

61,107

56,973

Mortgage securitization

–

695

2,287

2,660

5,642

4,120

19,140

28,902

27,131

Legacy senior unsecured medium-term

notes

–

1,021

1,883

–

2,904

208

3,135

3,162

Senior unsecured medium-term notes

–

10,393

3,115

13,049

26,557

17,864

52,794

97,215

97,525

Subordinated notes and debentures

–

197

9,357

9,554

9,620

Term asset-backed

securitization

400

–

309

1,008

1,717

–

404

2,121

2,204

Other

32,987

2,890

2,703

2,409

40,989

613

700

42,302

44,348

Total

70,337

59,743

60,895

80,481

271,456

34,800

121,246

427,502

439,239

Of which:

Secured

12,112

3,963

6,052

4,520

26,647

15,824

58,376

100,847

95,328

Unsecured

58,225

55,780

54,843

75,961

244,809

18,976

62,870

326,655

343,911

Total

70,337

59,743

60,895

80,481

271,456

34,800

121,246

427,502

439,239

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

Risk” section of this document.

Includes fixed-term deposits with banks.

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

mortgage trading business.

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

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

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

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

regime. Excludes $6.0 billion of structured notes subject to conversion under the “bail-in”

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

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

management purposes.

Includes fixed-term deposits from non-bank institutions (unsecured) of $18.9 billion (October 31, 2023 – $22.1

billion) and the remaining are non-term deposits.

Excluding the Wholesale Banking residential

mortgage trading business, the Bank’s total MBS

issued to external investors for the three

months ended

January

31, 2024

was $0.2 billion (three months ended

January 31, 2023

– $0.4

billion) and other asset-backed securities

issued for the three months ended

January 31, 2024

was nil (three months ended January

31, 2023

– $0.3 billion). Total unsecured medium-term notes and covered bonds

issuances for the three

months ended January 31, 2024, were $0.7

billion and $4.5 billion,

respectively (three months ended January

31, 2023 – $12.9 billion and nil,

respectively).

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

The following table summarizes on-balance

sheet and off-balance sheet categories by remaining

contractual maturity. Off-balance sheet commitments include

contractual obligations to make future payments

on certain lease-related commitments, certain

purchase obligations, and other liabilities.

The values of credit

instruments reported in the following

table represent the maximum amount of additional

credit that the Bank could be obligated to extend

should such instruments

be fully drawn or utilized. Since a significant

portion of guarantees and commitments

are expected to expire without being

drawn upon, the total of the contractual

amounts is not representative of expected future

liquidity requirements. These contractual

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

and long-term

liquidity and capital resource needs.

The maturity analysis presented does not depict

the degree of the Bank’s maturity transformation or

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

The

Bank’s objective is to fund its assets appropriately

to protect against borrowing cost volatility

and potential reductions to funding market

availability. The Bank

utilizes stable non-maturity deposits (chequing

and savings accounts) and term deposits

as the primary source of long-term funding

for the Bank’s non-trading

assets including personal and business

term loans and the stable balance of revolving

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

in respect of

such non-trading assets and raises short

term funding primarily to finance trading assets.

The liquidity of trading assets under stressed

market conditions is

considered when determining the appropriate

term of the funding.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 42

TABLE 44: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

January 31, 2024

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

to 1 year

2 years

5 years

maturity

Total

Assets

Cash and due from banks

6,333

–

6,333

Interest-bearing deposits with banks

33,748

316

119

–

40,865

75,048

Trading loans, securities, and other

2,910

7,218

4,548

4,222

3,187

13,285

28,740

25,274

72,136

161,520

Non-trading financial assets at fair value through

profit or loss

163

739

751

234

174

1,643

657

1,108

1,516

6,985

Derivatives

6,013

5,576

3,705

2,799

3,656

8,976

17,397

12,452

–

60,574

Financial assets designated at fair value through

profit or loss

221

299

773

361

265

1,028

1,722

1,301

–

5,970

Financial assets at fair value through other comprehensive

income

655

3,713

6,029

1,992

2,434

7,850

17,632

30,947

3,478

74,730

Debt securities at amortized cost, net of allowance

for credit losses

1,258

2,960

15,625

3,403

5,057

22,520

112,305

136,945

(2)

300,071

Securities purchased under reverse repurchase

agreements

123,061

29,362

22,863

9,820

4,436

1,211

889

–

7,437

199,079

Loans

Residential mortgages

2,671

5,332

8,697

13,800

13,475

56,840

165,184

55,671

–

321,670

Consumer instalment and other personal

929

1,682

2,461

3,767

5,878

27,156

84,409

34,448

56,667

217,397

Credit card

–

38,635

Business and government

40,069

10,410

14,852

16,295

16,667

41,553

98,116

69,291

26,646

333,899

Total loans

43,669

17,424

26,010

33,862

36,020

125,549

347,709

159,410

121,948

911,601

Allowance for loan losses

–

(7,265)

Loans, net of allowance for loan losses

43,669

17,424

26,010

33,862

36,020

125,549

347,709

159,410

114,683

904,336

Customers’ liability under acceptances

10,459

2,573

–

13,066

Investment in Schwab

–

9,548

Goodwill

–

18,098

Other intangibles

–

2,799

Land, buildings, equipment, and other depreciable

assets, and right-of-use assets

–

668

3,160

5,562

9,524

Deferred tax assets

–

3,928

Amounts receivable from brokers, dealers, and clients

34,400

–

370

34,770

Other assets

5,219

4,918

666

286

263

119

124

12,828

24,513

Total assets

268,109

75,107

81,135

56,991

55,516

182,258

527,843

370,687

293,246

1,910,892

Liabilities

Trading deposits

1,329

3,306

5,070

4,002

2,736

5,049

7,671

1,471

–

30,634

Derivatives

6,180

5,865

3,622

2,238

3,103

6,728

12,365

13,972

–

54,073

Securitization liabilities at fair value

–

339

1,219

391

825

1,980

7,657

4,132

–

16,543

Financial liabilities designated at

fair value through profit or loss

33,203

42,139

45,960

41,435

17,155

–

125

180,112

Deposits

4,5

Personal

10,760

15,741

22,117

19,561

21,717

18,475

21,271

683

492,515

622,840

Banks

14,101

115

–

11,722

25,943

Business and government

23,096

30,596

16,590

9,674

11,983

31,645

75,438

16,962

316,487

532,471

Total deposits

47,957

46,452

38,707

29,235

33,700

50,121

96,712

17,646

820,724

1,181,254

Acceptances

10,459

2,573

–

13,066

Obligations related to securities sold short

1,007

2,136

2,016

1,421

383

7,227

14,670

12,571

1,444

42,875

Obligations related to securities sold under repurchase

agreements

156,296

10,241

3,278

1,190

587

473

–

1,972

174,129

Securitization liabilities at amortized cost

–

357

1,067

692

751

2,140

4,866

2,485

–

12,358

Amounts payable to brokers, dealers, and clients

33,314

–

698

34,012

Insurance contract liabilities

216

362

283

223

188

660

979

425

2,585

5,921

Other liabilities

11,379

8,339

7,565

1,949

1,987

915

1,320

4,282

6,190

43,926

Subordinated notes and debentures

–

197

–

9,357

–

9,554

Equity

–

112,435

Total liabilities and equity

301,340

122,109

108,821

82,776

61,415

75,585

146,332

66,341

946,173

1,910,892

Off-balance sheet commitments

Credit and liquidity commitments

6,7

17,680

27,179

29,707

21,266

23,986

44,606

160,936

4,958

1,845

332,163

Other commitments

123

152

254

220

302

960

1,564

493

4,132

Unconsolidated structured entity commitments

–

123

870

501

–

1,573

Total off-balance sheet commitments

17,820

27,331

30,084

21,548

25,158

46,067

162,500

5,451

1,909

337,868

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

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

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

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

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

Includes $

billion of covered bonds with remaining contractual maturities of $

billion in ‘less than 1 month’, $

billion in ‘over 1 to 3 months’, $

billion in ‘over 3 to 6 months’, $

billion

in ‘over 6 to 9 months’, $

billion in ‘over 1 to 2 years’, $

billion in ‘over 2 to 5 years’, and $

billion in ‘over 5 years’.

Includes $

530

million in commitments to extend credit to private equity investments.

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

at the Bank’s discretion at any time.

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

payments

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 43

TABLE 44: REMAINING CONTRACTUAL MATURITY

(continued)

(millions of Canadian dollars)

As at

October 31, 2023

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

to 1 year

2 years

5 years

maturity

Total

Assets

Cash and due from banks

6,721

–

6,721

Interest-bearing deposits with banks

51,021

559

–

46,768

98,348

Trading loans, securities, and other

4,328

6,329

5,170

3,008

4,569

13,226

27,298

25,677

62,485

152,090

Non-trading financial assets at fair value through

profit or loss

–

354

1,538

199

1,664

828

1,351

1,406

7,340

Derivatives

10,145

10,437

5,246

4,244

3,255

11,724

25,910

16,421

–

87,382

Financial assets designated at fair value through

profit or loss

374

496

375

695

324

838

1,470

1,246

–

5,818

Financial assets at fair value through other comprehensive

income

745

2,190

1,200

5,085

2,223

9,117

15,946

29,845

3,514

69,865

Debt securities at amortized cost, net of allowance

for credit losses

1,221

4,020

4,073

16,218

3,480

22,339

116,165

140,502

(2)

308,016

Securities purchased under reverse repurchase

agreements

124,253

33,110

29,068

7,381

7,298

955

506

–

1,762

204,333

Loans

Residential mortgages

1,603

2,616

5,860

10,575

14,181

57,254

168,475

59,733

320,341

Consumer instalment and other personal

894

1,580

2,334

3,830

5,974

27,166

85,487

34,183

56,106

217,554

Credit card

–

38,660

Business and government

37,656

10,058

13,850

14,886

16,964

42,460

96,952

67,190

26,512

326,528

Total loans

40,153

14,254

22,044

29,291

37,119

126,880

350,914

161,106

121,322

903,083

Allowance for loan losses

–

(7,136)

Loans, net of allowance for loan losses

40,153

14,254

22,044

29,291

37,119

126,880

350,914

161,106

114,186

895,947

Customers’ liability under acceptances

14,804

2,760

–

17,569

Investment in Schwab

–

8,907

Goodwill

–

18,602

Other intangibles

–

2,771

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

–

573

3,153

5,593

9,434

Deferred tax assets

–

3,951

Amounts receivable from brokers, dealers, and clients

30,181

–

235

30,416

Other assets

5,267

1,869

5,619

208

194

137

129

14,124

27,629

Total assets

289,213

76,032

73,160

67,676

58,675

186,959

539,739

379,383

284,302

1,955,139

Liabilities

Trading deposits

1,272

1,684

5,278

4,029

4,153

6,510

6,712

1,342

–

30,980

Derivatives

9,068

9,236

4,560

3,875

2,559

8,345

16,589

17,408

–

71,640

Securitization liabilities at fair value

498

345

1,215

391

1,651

6,945

3,375

–

14,422

Financial liabilities designated at

fair value through profit or loss

48,197

30,477

37,961

42,792

32,473

112

–

118

192,130

Deposits

5,6

Personal

6,044

19,095

22,387

14,164

19,525

17,268

20,328

507,734

626,596

Banks

19,608

–

11,515

31,225

Business and government

25,663

16,407

24,487

11,819

9,658

33,723

74,300

19,652

324,660

540,369

Total deposits

51,315

35,570

46,903

25,983

29,183

50,991

94,632

19,704

843,909

1,198,190

Acceptances

14,804

2,760

–

17,569

Obligations related to securities sold short

135

1,566

1,336

1,603

1,309

5,471

19,991

11,971

1,279

44,661

Obligations related to securities sold under repurchase

agreements

146,559

10,059

6,607

457

1,142

150

–

1,834

166,854

Securitization liabilities at amortized cost

–

526

355

1,073

703

2,180

4,956

2,917

–

12,710

Amounts payable to brokers, dealers, and clients

30,248

–

624

30,872

Insurance contract liabilities

243

305

327

258

253

694

1,131

501

2,134

5,846

Other liabilities

11,923

9,808

7,986

1,276

1,198

918

1,979

4,226

8,260

47,574

Subordinated notes and debentures

–

196

–

9,424

–

9,620

Equity

–

112,071

Total liabilities and equity

313,766

102,489

111,663

82,561

73,364

77,218

152,981

70,868

970,229

1,955,139

Off-balance sheet commitments

Credit and liquidity commitments

7,8

22,242

24,178

26,399

21,450

22,088

47,826

166,891

5,265

1,487

337,826

Other commitments

109

279

214

197

204

889

1,364

424

3,753

Unconsolidated structured entity commitments

–

836

239

729

–

1,902

Total off-balance sheet commitments

22,351

25,293

26,616

21,886

22,387

49,444

168,255

5,689

1,560

343,481

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

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

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

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

first quarter 2024 Interim Consolidated Financial Statements for further

details.

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

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

Includes $

billion of covered bonds with remaining contractual maturities of $

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

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

billion in ‘over 9

months to 1 year’, $

billion in ‘over 1 to 2 years’, $

billion in ‘over 2 to 5 years’, and $

billion in ‘over 5 years’.

Includes $

573

million in commitments to extend credit to private equity investments.

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

at the Bank’s discretion at any time.

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

payments.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 44

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

CLIMATE)

On March 7, 2023, OSFI issued Final Guideline

B-15: Climate Risk Management (Guideline

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

related to the management

and disclosure of climate-related risks and

opportunities. Guideline B-15 is iterative and

is currently organized into interrelated and

mutually reinforcing chapters,

Chapter 1 – Governance and Risk Management

Expectations and Chapter 2 – Climate-Related

Financial Disclosures. Components of

Guideline B-15 are initially

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

annual

disclosures are required to be made publicly

available no later than 180 days after

fiscal year-end. The

Bank is currently assessing the impact of

adopting Guideline B-15.

ISSB – IFRS S1 and IFRS S2

On June 26, 2023, the International Sustainability

Standards Board (ISSB) under the IFRS

Foundation, issued its first two sustainability

standards, IFRS S1,

General Requirements for Disclosures of Sustainability-related

Financial Information

(S1) and IFRS S2,

Climate-related Disclosures

(S2). S1 sets out the

disclosure requirements for financially

material information about sustainability-related

risks and opportunities to meet investor

information needs, and S2

specifically sets the disclosure requirement

for climate-related risks and opportunities.

The ISSB recommends an effective date for annual

reporting periods

beginning on or after January 1, 2024, this is

subject to Canadian

jurisdiction’s endorsement. Early application

is permitted on or before the date of initial

application of IFRS S1 and S2. The International

Organization of Securities Commissions has

endorsed IFRS S1 and S2 on July 23,

2023,

and is now calling its

member jurisdictions to consider ways they

may adopt or apply the ISSB standards. The

Bank is currently assessing the impact of

adopting these standards.

SECURITIZATION AND

OFF-BALANCE SHEET ARRANGEMENTS

The Bank enters into securitization and off-balance

sheet arrangements in the normal course of

operations. The Bank is involved with

structured entities (SEs) that

it sponsors, as well as entities sponsored

by third parties. Refer to “Securitization and

Off-Balance Sheet Arrangements”

section, Note 9: Transfers of Financial

Assets and Note 10: Structured Entities of

the Bank’s 2023 Annual Report for further details.

There have been no significant changes

to the Bank’s securitization

and off-balance sheet arrangements during the quarter

ended January 31, 2024.

Securitization of Third Party-Originated

Assets

Significant Unconsolidated Special Purpose

Entities

The Bank securitizes third party-originated

assets through Bank-sponsored SEs, including

its Canadian multi-seller conduits which are

not consolidated. These

Canadian multi-seller conduits securitize

Canadian originated third-party assets.

The Bank administers these multi-seller

conduits and provides liquidity facilities

well as securities distribution services; it

may also provide credit enhancements.

TD’s total potential exposure to loss through the

provision of liquidity facilities for

multi-seller conduits was $15.7 billion as

at January 31, 2024

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

January 31, 2024, the Bank had funded exposure

$14.1 billion under such liquidity facilities relating

to outstanding issuances of asset-backed

commercial paper (October 31, 2023

– $13.3 billion).

ACCOUNTING POLICIES AND ESTIMATES

The Bank’s

unaudited Interim Consolidated Financial

Statements have been prepared in accordance

with IFRS. For details of the Bank’s

accounting policies under

IFRS, refer to Note 2 of the Bank’s first quarter

2024 Interim Consolidated Financial Statements

and 2023

Annual Consolidated Financial Statements.

For details

of the Bank’s significant accounting judgments,

estimates, and assumptions under IFRS,

refer to Note 3 of the Bank’s first quarter

2024 Interim Consolidated

Financial Statements and the Bank’s 2023

Annual Consolidated Financial Statements.

CURRENT CHANGES IN ACCOUNTING

POLICIES

The following new standard has been adopted

by the Bank on November 1, 2023.

Insurance Contracts

The IASB issued IFRS 17,

Insurance Contracts

(IFRS 17) which replaced the guidance

in IFRS 4,

Insurance Contracts

(IFRS 4) and became effective for annual

reporting periods beginning on or after

January 1, 2023, which was November 1, 2023

for the Bank. IFRS 17 establishes principles

for recognition, measurement,

presentation and disclosure of insurance

contracts.

Under IFRS 17, insurance contracts are

aggregated into groups which are measured

at the risk-adjusted present value of

cash flows in fulfilling the contracts.

Revenue is recognized as insurance services

are provided over the coverage period.

Losses are recognized immediately if

the contract group is expected to be

onerous. The liabilities presented by insurance

groups are

comprised of the liability for remaining

coverage (LRC) and the liability for incurred

claims (LIC) and are

reported as Insurance contract liabilities

on the Interim Consolidated Balance Sheet.

The LRC is the obligation to investigate

and pay claims that have not yet

occurred and includes the loss component related

to onerous contract groups.

The LIC is the estimate of claims incurred, including

claims that have occurred but

have not been reported, and related insurance

costs.

IFRS 17 introduces two measurement models

that are applicable to the Bank, the premium

allocation approach model (PAA) and the general measurement

model

(GMM). The Bank measures the majority of

its insurance contract groups using

the PAA,

which includes property and casualty contracts

as well as short-term life

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

contracts that are either one year or less

or where the PAA approximates the GMM.

Contracts using the GMM are longer-term life

and health contracts. The LRC for insurance

contract groups using the PAA is measured as unearned premiums

less

deferred acquisition cash flows allocated

to the group. The LRC is adjusted for the

recognition of insurance revenue and amortization

of acquisition cash flows

reported in insurance service expenses

on a straight-line basis over the contractual

terms of the underlying insurance contracts,

usually twelve months. The LRC

for longer term contracts using the GMM

model is measured using estimates and

assumptions that reflect the timing

and uncertainty of insurance cash flows.

When a group of contracts is expected

to be onerous, a loss

component (expected loss related to fulfilling

the related insurance contracts) is established

which

increases the LRC and insurance service expenses.

The loss component of the LRC is

subsequently recognized in income over

the contractual term of the

underlying insurance contracts to offset claims

incurred and related expenses.

The Bank measures the LIC at the present

value of current estimates of claims and related

costs for insurable events occurring at or

before the Interim

Consolidated Balance Sheet date. The LIC

includes a risk adjustment, which represents

the compensation the Bank requires for bearing

the uncertainty related to

non-financial risks

in its fulfilment of insurance contracts.

Expenses related to claims incurred

and related costs are reported in insurance

service expenses and

changes related to discounting the liability are

recorded as insurance finance income

or expenses in other income (loss). Prior

to the adoption of IFRS 17, these

expenses were recorded in insurance

claims and related expenses and non-interest

expenses.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 45

Reinsurance contracts held are recognized

and measured using the same principles

as insurance contracts issued. Reinsurance

contract assets are presented in

Other assets in the Interim Consolidated Balance

Sheet and the net results from reinsurance

contracts held are presented in Other income

(loss) in the Interim

Consolidated Statement of Income. Refer to

Note 13 of the Bank’s first quarter 2024 Interim Consolidated

Financial Statements for further details on the results

insurance and reinsurance contracts.

The Bank initially applied IFRS 17 on

November 1, 2023 and restated the comparative

period. The Bank transitioned by primarily

applying the full retrospective

approach which resulted in the measurement

of insurance contracts as if IFRS 17

had always applied to them. The following

table sets out adjustments to the

Bank’s insurance-related balances reported under

IFRS 4 as at October 31, 2022 used to derive

the insurance contract liabilities and reinsurance

contract assets

recognized by the Bank as at November

1, 2022 under IFRS 17.

(millions of Canadian dollars)

Amount

Insurance-related liabilities

7,468

Other liabilities

131

Other assets

(2,361)

Net insurance-related balances as at October

31, 2022

5,238

Changes in actuarial assumptions, including

risk adjustment and discount factor

(192)

Recognition of losses on onerous contracts

113

Other adjustments

(93)

Net insurance-related balances as at

November 1, 2022

5,066

Insurance contract liabilities

5,761

Reinsurance contract assets

(695)

Net insurance-related balances as at

November 1, 2022

5,066

On November 1, 2022, IFRS 17 transition

adjustments resulted in a decrease to the

Bank’s deferred tax assets of $60 million and

an after-tax increase to retained

earnings of $112 million.

Upon the initial application of IFRS 17 on

November 1, 2023, the Bank applied transitional

guidance and reclassified certain securities

supporting insurance

operations to minimize accounting mismatches

arising from the application of the new discount

factor under IFRS 17. The transitional guidance

for such securities

is applicable for entities that previously used

IFRS 9,

Financial Instruments

and was applied without a restatement

of comparatives. The reclassification resulted

a decrease to retained earnings and an increase

in accumulated other comprehensive income

of $10 million.

ACCOUNTING JUDGMENTS, ESTIMATES,

AND ASSUMPTIONS

The estimates used in the Bank’s accounting policies

are essential to understanding its results

of operations and financial condition. Some

of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a materially adverse impact

on the Bank’s Interim Consolidated Financial

Statements. The Bank has

established procedures to ensure that accounting

policies are applied consistently and that

the processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner.

Impairment – Expected Credit Loss Model

The ECL model requires the application of estimates

and judgment in the assessment of the

current and forward-looking economic

environment. There remains

elevated economic uncertainty, and management continues to exercise

expert credit judgment in assessing if

an exposure has experienced significant increase

credit risk since initial recognition and in determining

the amount of ECLs at each reporting date.

To the extent that certain effects are not fully incorporated into the

model calculations, temporary quantitative and

qualitative adjustments have been applied.

Insurance Contracts

The assumptions used in establishing the Bank’s

insurance claims and policy benefit liabilities

are based on best estimates of possible outcomes.

For property and casualty insurance

contracts,

the ultimate cost of LIC is estimated using

a range of standard actuarial claims projection

techniques in

accordance with Canadian accepted actuarial

practices. Additional qualitative judgment

is used to assess the extent to which past

trends may or may not apply in

the future, in order to arrive at the estimated

ultimate claims cost amounts that present

the most likely outcome taking into account

all the uncertainties involved.

For life and health insurance contracts,

actuarial liabilities consider all future policy

cash flows, including premiums, claims,

and expenses required to administer

the policies. Critical assumptions used in

the measurement of life and health insurance

contract liabilities are determined by the appointed

actuary.

Further information on insurance risk assumptions

is provided in Note 13 of the Bank’s first quarter

2024 Interim Consolidated Financial Statements.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new or amended material accounting

policies that have been issued, but are not

yet effective on the date of issuance of the

Bank’s Interim

Consolidated Financial Statements.

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

2024 Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to accounting

policies, procedures, and estimates.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 46

GLOSSARY

Financial and Banking Terms

Adjusted Results:

Non-GAAP financial measures

used to assess each of the

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

performance. To arrive at

adjusted results, the Bank adjusts for “items

of note”, from reported results. The

items of note relate to items which management

does not believe are indicative

of underlying business performance.

Allowance for Credit Losses:

Represent expected credit losses (ECLs)

financial assets, including any off-balance sheet

exposures, at

the balance sheet date. Allowance for credit

losses consists of Stage 3

allowance for impaired financial assets and

Stage 2 and Stage 1 allowance for

performing financial assets and off-balance sheet instruments.

The allowance is

increased by the provision for credit losses,

decreased by write-offs net of

recoveries and disposals,

and impacted by foreign exchange.

Amortized Cost:

The amount at which a financial asset or

financial liability is

measured at initial recognition minus principal

repayments, plus or minus the

cumulative amortization, using EIRM, of any

differences between the initial

amount and the maturity amount, and

minus any reduction for impairment.

Assets under Administration (AUA):

Assets that are beneficially owned by

customers where the Bank provides services

of an administrative nature, such

as the collection of investment income and

the placing of trades on behalf of the

clients (where the client has made his or

her own investment selection). The

majority of these assets are not reported on

the Bank’s Consolidated Balance

Sheet.

Assets under Management (AUM):

Assets that are beneficially owned by

customers, managed by the Bank, where

the Bank has discretion to make

investment selections on behalf of the

client (in accordance with an investment

policy). In addition to the TD family of mutual

funds, the Bank manages assets

on behalf of individuals, pension funds, corporations,

institutions, endowments

and foundations. These assets are not reported

on the Bank’s Consolidated

Balance Sheet. Some assets under management

that are also administered by

the Bank are included in assets under administration.

Asset-Backed Commercial Paper (ABCP):

A form of commercial paper that is

collateralized by other financial assets.

Institutional investors usually purchase

such instruments in order to diversify their assets

and generate short-term

gains.

Asset-Backed Securities (ABS):

A security whose value and income

payments are derived from and collateralized

(or “backed”) by a specified pool

of underlying assets.

Average Common Equity:

Average common equity for the business

segments

reflects the average allocated capital. The

Bank’s methodology for allocating

capital to its business segments is largely aligned

with the common equity

capital requirements under Basel III.

Average Interest-Earning Assets:

A non-GAAP financial measure that depicts

the Bank’s financial position, and is calculated

as the average carrying value of

deposits with banks, loans and securities based

on daily balances for the period

ending October 31 in each fiscal year.

Basic Earnings per Share (EPS)

: A performance measure calculated by

dividing net income attributable to common

shareholders by the weighted

average number of common shares outstanding

for the period. Adjusted basic

EPS is calculated in the same manner using

adjusted net income.

Basis Points

(bps):

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

change is equal to

100 basis points.

Book Value per Share:

A measure calculated by dividing common

shareholders’

equity by number of common shares at

the end of the period.

Carrying Value:

The value at which an asset or liability

is carried at on the

Consolidated Balance Sheet.

Collateralized Mortgage Obligation (CMO):

They are collateralized debt

obligations consisting of mortgage-backed

securities that are separated and

issued as different classes of mortgage pass-through

securities with different

terms, interest rates, and risks. CMOs by private

issuers are collectively

referred to as non-agency CMOs.

Common Equity Tier 1 (CET1) Capital:

This is a primary Basel III capital

measure comprised mainly of common equity, retained earnings and

qualifying

non-controlling interest in subsidiaries. Regulatory

deductions made to arrive

at the CET1 Capital include goodwill

and intangibles, unconsolidated

investments in banking, financial, and insurance

entities, deferred tax assets,

defined benefit pension fund assets, and

shortfalls in allowances.

Common Equity Tier 1 (CET1) Capital Ratio:

CET1 Capital ratio represents

the predominant measure of capital adequacy

under Basel III

and equals CET1 Capital divided by RWA.

Compound Annual Growth Rate (CAGR):

A measure of growth over multiple

time periods from the initial investment

value to the ending investment value

assuming that the investment has been

compounding over the time period.

Credit Valuation Adjustment (CVA):

CVA represents a capital charge that

measures credit risk due to default of derivative

counterparties. This charge

requires banks to capitalize for the potential

changes in counterparty credit

spread for the derivative portfolios.

Diluted EPS

: A performance measure calculated by

dividing net income

attributable to common shareholders by the

weighted average number of

common shares outstanding adjusting for the

effect of all potentially dilutive

common shares. Adjusted diluted EPS is

calculated in the same manner using

adjusted net income.

Dividend Payout Ratio

: A ratio represents the percentage of

Bank’s earnings

being paid to common shareholders in

the form of dividends and is calculated

by dividing common dividends by net income

available to common

shareholders. Adjusted dividend payout ratio

is calculated in the same manner

using adjusted net income.

Dividend Yield:

A ratio calculated as the dividend per

common share for the

year divided by the daily average closing

stock price during the year.

Effective Income Tax Rate:

A rate and performance indicator calculated

dividing the provision for income taxes as a percentage

of net income before

taxes. Adjusted effective income tax rate is calculated

in the same manner

using adjusted results.

Effective Interest Rate (EIR):

The rate that discounts expected future cash

flows for the expected life of the financial instrument

to its carrying value. The

calculation takes into account the contractual

interest rate, along with any fees

or incremental costs that are directly attributable

to the instrument and all other

premiums or discounts.

Effective Interest Rate Method (EIRM):

A technique for calculating the actual

interest rate in a period based on the amount

of a financial instrument’s book

value at the beginning

of the accounting period. Under EIRM,

the effective

interest rate, which is a key component of

the calculation, discounts the

expected future cash inflows and outflows expected

over the life of a financial

instrument.

Efficiency Ratio:

The efficiency ratio measures operating efficiency and

calculated by taking the non-interest expenses

as a percentage of total

revenue. A lower ratio indicates a more efficient

business operation. Adjusted

efficiency ratio, net of insurance service expenses

(ISE) is calculated by

dividing adjusted non-interest expenses

by adjusted total revenue, net of ISE.

Management

believes presenting efficiency ratio net of ISE is aligned

with

industry reporting and allows for better assessment

of operating results.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 47

Enhanced Disclosure Task Force (EDTF):

Established by the Financial

Stability Board in May 2012, comprised of

banks, analysts, investors, and

auditors, with the goal of enhancing the risk

disclosures of banks and other

financial institutions.

Expected Credit Losses (ECLs):

ECLs are the probability-weighted present

value of expected cash shortfalls over

the remaining expected life of the

financial instrument and considers reasonable

and supportable information

about past events, current conditions, and forecasts

of future events and

economic conditions that impact the Bank’s

credit risk assessment.

Fair Value:

The price that would be received to sell an

asset or paid to transfer

a liability in an orderly transaction between

market participants at the

measurement

date, under current market conditions.

Fair value through other comprehensive

income (FVOCI):

Under IFRS 9, if

the asset passes the contractual cash

flows test (named SPPI), the business

model assessment determines how the instrument

is classified. If the instrument

is being held to collect contractual cash flows,

that is, if it is not expected to be

sold, it is measured as amortized cost. If the

business model for the instrument

is to both collect contractual cash flows and

potentially sell the asset, it is

measured at FVOCI.

Fair value through profit or loss (FVTPL):

Under IFRS 9, the classification is

dependent on two tests, a contractual

cash flow test (named SPPI) and a

business model assessment. Unless the

asset meets the requirements of both

tests, it is measured at fair value with all

changes in fair value reported in profit

or loss.

Federal Deposit Insurance Corporation

(FDIC):

A U.S. government

corporation which provides deposit insurance

guaranteeing the safety of a

depositor’s accounts in member banks.

The FDIC also examines and

supervises certain financial institutions for

safety and soundness, performs

certain consumer-protection functions, and

manages banks in receivership

(failed banks).

Forward Contracts:

Over-the-counter contracts between two parties

that oblige

one party to the contract to buy and the other

party to sell an asset for a fixed

price at a future date.

Futures:

Exchange-traded contracts to buy or

sell a security at a predetermined

price on a specified future date.

Hedging:

A risk management technique intended

to mitigate the Bank’s

exposure to fluctuations in interest rates,

foreign currency exchange rates, or

other market factors. The elimination or

reduction of such exposure is

accomplished by engaging in capital markets

activities to establish offsetting

positions.

Impaired Loans:

Loans where, in management’s opinion,

there has been a

deterioration of credit quality to the extent

that the Bank no longer has

reasonable assurance as to the timely collection

of the full amount of principal

and interest.

Loss Given Default (LGD):

It is the amount of the loss the Bank

would likely

incur when a borrower defaults on a loan,

which is expressed as a percentage

of exposure at default.

Mark-to-Market (MTM):

A valuation that reflects current market rates

as at the

balance sheet date for financial instruments

that are carried at fair value.

Master Netting Agreements:

Legal agreements between two parties

that have

multiple derivative contracts with each other

that provide for the net settlement

of all contracts through a single payment, in

a single currency, in the event of

default or termination of any one contract.

Net Corporate Expenses:

Non-interest expenses related to corporate

service

and control groups which are not allocated to a

business segment.

Swaps:

Contracts that involve the exchange of fixed

and floating interest rate

payment obligations and currencies on a notional

principal for a specified period

Net Interest Margin:

A non-GAAP ratio calculated as net interest

income as a

percentage of average interest-earning assets

to measure performance. This

metric is an indicator of the profitability of

the Bank’s earning assets less the

cost of funding. Adjusted net interest

margin is calculated in the same manner

using adjusted net interest income.

Non-Viability Contingent Capital (NVCC):

Instruments (preferred shares and

subordinated debt) that contain a feature or

a provision that allows the financial

institution to either permanently convert these

instruments into common shares

or fully write-down the instrument, in the event

that the institution is no longer

viable.

Notional:

A reference amount on which payments

for derivative financial

instruments are based.

Office of the Superintendent of Financial

Institutions Canada (OSFI):

The

regulator of Canadian federally chartered

financial institutions and federally

administered pension plans.

Options:

Contracts in which the writer of the option grants

the buyer the future

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

security, exchange rate, interest

rate, or other financial instrument or commodity

at a predetermined price at or

by a specified future date.

Price-Earnings Ratio

ratio calculated by dividing the closing

share price by

EPS based on a trailing four quarters to indicate

market performance. Adjusted

price-earnings ratio is calculated in the

same manner using adjusted EPS.

Probability of Default (PD):

It is the likelihood that a borrower will not

be able

to meet its scheduled repayments.

Provision for Credit Losses (PCL):

Amount added to the allowance for credit

losses to bring it to a level that management

considers adequate to reflect

expected credit-related losses on its

portfolio.

Return on Common Equity (ROE):

The consolidated Bank ROE is calculated

as net income available to common shareholders

as a percentage of average

common shareholders’

equity,

utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income

attributable to common shareholders as a percentage

of average allocated

capital. Adjusted ROE is calculated in

the same manner using adjusted net

income.

Return on Risk-weighted Assets:

Net income available to common

shareholders as a percentage of average risk-weighted

assets.

Return on Tangible Common Equity (ROTCE):

A non-GAAP financial

measure calculated as reported net income

available to common shareholders

after adjusting for the after-tax amortization

of acquired intangibles,

which are

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

Tangible common

equity. Adjusted ROTCE is calculated in the same manner using

adjusted net

income.

Both measures can be utilized in assessing

the Bank’s use of equity.

Risk-Weighted Assets (RWA):

Assets calculated by applying a regulatory

risk-weight factor to on and off-balance sheet

exposures. The risk-weight

factors are established by the OSFI to

convert on and off-balance sheet

exposures to a comparable risk level.

Securitization:

The process by which financial assets,

mainly loans, are

transferred to structures,

which normally issue a series of asset-backed

securities to investors to fund the purchase

of loans.

Solely Payments of Principal and Interest

(SPPI):

IFRS 9 requires that the

following criteria be met in order for a financial

instrument to be classified at

amortized cost:

●

The entity’s business model relates to managing

financial assets (such as

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

is held with the intention of

collecting its contractual cash flows;

and

●

An asset’s contractual cash flows represent SPPI.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 48

of time.

Tangible common equity (TCE):

A non-GAAP financial measure calculated

common shareholders’ equity less goodwill,

imputed goodwill, and intangibles

on an investment in Schwab and TD

Ameritrade and other acquired intangible

assets, net of related deferred tax liabilities.

It can be utilized in assessing the

Bank’s use of equity.

Taxable Equivalent Basis (TEB):

A calculation method (not defined in GAAP)

that increases revenues and the provision

for income taxes on certain tax-

exempt securities to an equivalent before-tax

basis to facilitate comparison of

net interest income from both taxable and

tax-exempt sources.

Tier 1 Capital Ratio:

Tier 1 Capital represents the more permanent

forms of

capital, consisting primarily of common

shareholders’

equity, retained earnings,

preferred shares and innovative instruments.

Tier 1 Capital ratio is calculated as

Tier 1 Capital divided by RWA.

Total Capital Ratio:

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

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

Total Shareholder Return (TSR):

The total return earned on an investment

TD’s common shares. The return measures the

change in shareholder value,

assuming dividends paid are reinvested in

additional shares.

Trading-Related Revenue:

A non-GAAP financial measure that is

the total of

trading income (loss), net interest income

on trading positions, and income

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 2024 •

REPORT TO SHAREHOLDERS

Page 49

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

January 31, 2024

October 31, 2023

ASSETS

Cash and due from banks

6,333

6,721

Interest-bearing deposits with banks

75,048

98,348

81,381

105,069

Trading loans, securities, and other

(Note 4)

161,520

152,090

Non-trading financial assets at fair value through profit or

loss

(Note 4)

6,985

7,340

Derivatives

(Note 4)

60,574

87,382

Financial assets designated at fair value through profit or

loss

(Note 4)

5,970

5,818

Financial assets at fair value through other comprehensive income

(Note 4)

74,730

69,865

309,779

322,495

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

300,071

308,016

Securities purchased under reverse repurchase agreements

199,079

204,333

Loans (Notes 4, 6)

Residential mortgages

321,670

320,341

Consumer instalment and other personal

217,397

217,554

Credit card

38,635

38,660

Business and government

333,899

326,528

911,601

903,083

Allowance for loan losses

(Note 6)

(7,265)

(7,136)

Loans, net of allowance for loan losses

904,336

895,947

Other

Customers’ liability under acceptances

(Note 6)

13,066

17,569

Investment in Schwab

(Note 7)

9,548

8,907

Goodwill

18,098

18,602

Other intangibles

2,799

2,771

Land, buildings, equipment, other depreciable assets and

right-of-use assets

9,524

9,434

Deferred tax assets

3,928

3,951

Amounts receivable from brokers, dealers, and clients

34,770

30,416

Other assets

(Note 9)

24,513

27,629

116,246

119,279

Total assets

1,910,892

1,955,139

LIABILITIES

Trading deposits

(Notes 4, 10)

30,634

30,980

Derivatives

(Note 4)

54,073

71,640

Securitization liabilities at fair value

(Note 4)

16,543

14,422

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 10)

180,112

192,130

281,362

309,172

Deposits (Notes 4, 10)

Personal

622,840

626,596

Banks

25,943

31,225

Business and government

532,471

540,369

1,181,254

1,198,190

Other

Acceptances

(Note 6)

13,066

17,569

Obligations related to securities sold short

(Note 4)

42,875

44,661

Obligations related to securities sold under repurchase agreements

174,129

166,854

Securitization liabilities at amortized cost

(Note 4)

12,358

12,710

Amounts payable to brokers, dealers, and clients

34,012

30,872

Insurance contract liabilities

(Note 13)

5,921

5,846

Other liabilities

(Note 11)

43,926

47,574

326,287

326,086

Subordinated notes and debentures (Note 4)

9,554

9,620

Total liabilities

1,798,457

1,843,068

EQUITY

Shareholders’ Equity

Common shares

(Note 12)

25,318

25,434

Preferred shares and other equity instruments

(Note 12)

10,853

Treasury – common shares

(Note 12)

(58)

(64)

Treasury – preferred shares and other

equity instruments

(Note 12)

(27)

(65)

Contributed surplus

172

155

Retained earnings

72,347

73,008

Accumulated other comprehensive income (loss)

3,830

2,750

Total equity

112,435

112,071

Total liabilities and equity

1,910,892

1,955,139

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

Insurance Contracts

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

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 50

INTERIM CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

2024

2023

Interest income

(Note 20)

Loans

12,995

9,998

Reverse repurchase agreements

2,938

1,781

Securities

Interest

5,276

4,339

Dividends

548

512

Deposits with banks

1,056

1,426

22,813

18,056

Interest expense (Note 20)

Deposits

11,484

7,795

Securitization liabilities

257

222

Subordinated notes and debentures

111

Repurchase agreements and short sales

3,205

2,008

Other

285

187

15,325

10,323

Net interest income

7,488

7,733

Non-interest income

Investment and securities services

1,745

1,405

Credit fees

569

428

Trading income (loss)

925

678

Service charges

654

628

Card services

762

769

Insurance revenue

1,676

1,542

Other income (loss)

(105)

(982)

6,226

4,468

Total revenue

13,714

12,201

Provision for (recovery of) credit losses

(Note 6)

1,001

690

Insurance service expenses

1,366

1,164

Non-interest expenses

Salaries and employee benefits

4,314

3,758

Occupancy, including depreciation

468

433

Technology and equipment, including depreciation

638

522

Amortization of other intangibles

185

142

Communication and marketing

325

313

Restructuring charges

(Note 18)

291

–

Brokerage-related and sub-advisory fees

130

Professional, advisory and outside services

565

568

Other

1,114

2,284

8,030

8,112

Income before income taxes and share

of net income from investment

in Schwab

3,317

2,235

Provision for (recovery of) income taxes

634

939

Share of net income from investment

in Schwab (Note 7)

141

285

Net income

2,824

1,581

Preferred dividends and distributions

on other equity instruments

Net income available to common shareholders

2,750

1,498

Earnings per share

(Canadian dollars)

(Note 17)

Basic

1.55

0.82

Diluted

1.55

0.82

Dividends per common share

(Canadian dollars)

1.02

0.96

Includes $

20,499

million and $

16,248

million, for the three months ended January 31, 2024 and January 31, 2023, respectively,

which have been calculated based on the effective

interest rate method (EIRM).

Amounts for the three months ended January 31, 2023 have been restated for the adoption of IFRS 17. Refer to

Note 2 for details.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 51

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

2024

2023

Net income

2,824

1,581

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)

339

244

Reclassification to earnings of net loss/(gain)

(6)

Changes in allowance for credit losses recognized

in earnings

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

(85)

(73)

Reclassification to earnings of net loss/(gain)

–

250

171

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

(3,883)

(2,365)

Reclassification to earnings of net loss/(gain)

–

(2)

Net gain/(loss) on hedges

2,432

842

Reclassification to earnings of net loss/(gain)

on hedges

–

Income taxes relating to:

Net gain/(loss) on hedges

(676)

(517)

Reclassification to earnings of net loss/(gain)

on hedges

–

(2,127)

(2,040)

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

275

2,039

Reclassification to earnings of loss/(gain)

2,440

Income taxes relating to:

Change in gain/(loss)

(89)

(353)

Reclassification to earnings of loss/(gain)

(658)

1,968

1,725

Share of other comprehensive income (loss)

from investment in Schwab

882

247

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

(227)

Income taxes

(44)

(164)

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

200

Income taxes

(54)

(4)

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)

(54)

(243)

Income taxes

(39)

(177)

Total other comprehensive income (loss)

916

(13)

Total comprehensive income (loss)

3,740

1,568

Attributable to:

Common shareholders

3,666

1,485

Preferred shareholders and other equity instrument

holders

Amounts for the three months ended January 31, 2023 have been restated for the adoption of IFRS 17. Refer to

Note 2 for details.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 52

INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Common shares (Note 12)

Balance at beginning of period

25,434

24,363

Proceeds from shares issued on exercise of stock options

Shares issued as a result of dividend reinvestment plan

137

705

Purchase of shares for cancellation and other

(295)

–

Balance at end of period

25,318

25,094

Preferred shares and other equity instruments (Note 12)

Balance at beginning and end of period

10,853

11,253

Treasury – common shares (Note 12)

Balance at beginning of period

(64)

(91)

Purchase of shares

(3,096)

(1,816)

Sale of shares

3,102

1,804

Balance at end of period

(58)

(103)

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

Balance at beginning of period

(65)

(7)

Purchase of shares and other equity instruments

(98)

(141)

Sale of shares and other equity instruments

136

139

Balance at end of period

(27)

(9)

Contributed surplus

Balance at beginning of period

155

179

Net premium (discount) on sale of treasury instruments

Issuance of stock options, net of options exercised

Other

(1)

(7)

Balance at end of period

172

185

Retained earnings

Balance at beginning of period

73,008

73,698

Impact on adoption of IFRS 17

–

112

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

(10)

–

Net income attributable to equity instrument holders

2,824

1,581

Common dividends

(1,807)

(1,746)

Preferred dividends and distributions on other equity instruments

(74)

(83)

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

(164)

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

other comprehensive income

(2)

Balance at end of period

72,347

73,612

Accumulated other comprehensive income (loss)

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

Balance at beginning of period

(413)

(476)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

–

Other comprehensive income (loss)

241

172

Allowance for credit losses

(1)

Balance at end of period

(163)

(305)

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

other comprehensive income:

Balance at beginning of period

(127)

Other comprehensive income (loss)

144

Reclassification of loss/(gain) to retained earnings

Balance at end of period

Gain/(loss) from changes in fair value due to own credit risk on financial liabilities

designated at fair value through profit or loss:

Balance at beginning of period

(38)

Other comprehensive income (loss)

(39)

(177)

Balance at end of period

(77)

(99)

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

operations, net of hedging activities:

Balance at beginning of period

12,677

12,048

Other comprehensive income (loss)

(2,127)

(2,040)

Balance at end of period

10,550

10,008

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

Balance at beginning of period

(5,472)

(5,717)

Other comprehensive income (loss)

1,968

1,725

Balance at end of period

(3,504)

(3,992)

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

(2,995)

(3,721)

Total accumulated other comprehensive income

3,830

1,923

Total equity

112,435

111,955

Amounts have been restated for the adoption of IFRS 17 as at and for the three months ended January 31, 2023

and as at October 31, 2023. Refer to Note 2 for details.

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

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

2024

2023

Cash flows from (used in) operating activities

Net income

2,824

1,581

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

activities

Provision for (recovery of) credit losses

(Note 6)

1,001

690

Depreciation

314

289

Amortization of other intangibles

185

142

Net securities loss/(gain)

(Note 5)

(6)

Share of net income from investment in Schwab

(Note 7)

(141)

(285)

Deferred taxes

(67)

(58)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 9, 11)

164

Securities sold under repurchase agreements

7,275

12,509

Securities purchased under reverse repurchase agreements

5,254

(10,198)

Securities sold short

(1,786)

1,206

Trading loans, securities, and other

(9,430)

(10,351)

Loans net of securitization and sales

(9,413)

(6,263)

Deposits

(17,282)

(8,255)

Derivatives

9,241

5,564

Non-trading financial assets at fair value through profit or

loss

355

839

Financial assets and liabilities designated at fair value through

profit or loss

(12,170)

22,887

Securitization liabilities

1,769

(931)

Current taxes

1,568

1,662

Brokers, dealers, and clients amounts receivable and

payable

(1,214)

(8,920)

Other, including unrealized foreign currency

translation loss/(gain)

1,447

2,921

Net cash from (used in) operating activities

(20,112)

5,058

Cash flows from (used in) financing activities

Redemption or repurchase of subordinated notes and

debentures

(24)

Common shares issued, net

Repurchase of common shares

(Note 12)

(1,723)

–

Sale of treasury shares and other equity instruments

3,251

1,946

Purchase of treasury shares and other equity instruments

(Note 12)

(3,194)

(1,957)

Dividends paid on shares and distributions paid on other equity

instruments

(1,744)

(1,124)

Repayment of lease liabilities

(167)

(156)

Net cash from (used in) financing activities

(3,564)

(1,214)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

21,136

(7,024)

Activities in financial assets at fair value through other comprehensive

income

Purchases

(7,301)

(7,585)

Proceeds from maturities

3,308

5,473

Proceeds from sales

738

595

Activities in debt securities at amortized cost

Purchases

(3,238)

(10,407)

Proceeds from maturities

8,707

14,041

Proceeds from sales

498

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(471)

(403)

Net cash acquired from divestitures

–

Net cash from (used in) investing activities

23,447

(5,301)

Effect of exchange rate changes on cash and

due from banks

(159)

(111)

Net increase (decrease) in cash and due from banks

(388)

(1,568)

Cash and due from banks at beginning of period

6,721

8,556

Cash and due from banks at end of period

6,333

6,988

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

582

490

Amount of interest paid during the period

15,178

9,613

Amount of interest received during the period

22,282

16,862

Amount of dividends received during the period

676

529

Amounts for the three months ended January 31, 2023 have been restated for the adoption of IFRS 17. Refer to

Note 2 for details.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 54

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: NATURE OF OPERATIONS

CORPORATE INFORMATION

The Toronto-Dominion Bank is a bank chartered under the

Bank Act (Canada)

. The shareholders of a bank are not, as

shareholders, liable for any liability, act, or

default of the bank except as otherwise provided

under the

Bank Act (Canada)

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

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

was formed through the amalgamation on

February 1, 1955,

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

Dominion Bank (chartered in 1869). The Bank

is incorporated and domiciled in Canada

with its registered and principal business

offices located at 66 Wellington

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

number of locations in key financial centres

around the globe:

Canadian Personal and Commercial

Banking, U.S. Retail, Wealth Management and

Insurance, and Wholesale Banking.

BASIS OF PREPARATION

The accompanying Interim Consolidated

Financial Statements and accounting principles

followed by the Bank have been prepared in

accordance with

International Financial Reporting Standards

(IFRS), as issued by the International

Accounting Standards Board (IASB), including

the accounting requirements of

the Office of the Superintendent of Financial Institutions

Canada (OSFI).

The Interim Consolidated Financial Statements

are presented in Canadian dollars, unless

otherwise indicated.

These Interim Consolidated Financial Statements

were prepared on a condensed basis in accordance

with International Accounting Standard 34,

Interim

Financial Reporting

using the accounting policies as described

in Note 2 of the Bank’s 2023 Annual Consolidated

Financial Statements and in Note 2 of this report.

Certain comparative amounts have

been revised to conform with the presentation

adopted in the current period.

The preparation of the Interim Consolidated

Financial Statements requires that management

make judgments, estimates, and assumptions

regarding the

reported amount of assets, liabilities, revenue

and expenses, and disclosure of contingent

assets and liabilities, as further described

in Note 3 of the Bank’s 2023

Annual Consolidated Financial Statements

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

amounts as future confirming events

occur.

The Bank’s Interim Consolidated Financial Statements

have been prepared using uniform accounting

policies for like transactions and events in

similar

circumstances. All intercompany transactions,

balances,

and unrealized gains and losses on

transactions are eliminated on consolidation.

The Interim Consolidated Financial Statements

for the three months ended January 31, 2024,

were approved and authorized for issue by

the Bank’s Board of

Directors, in accordance with a recommendation

of the Audit Committee, on February

28, 2024.

As the Interim Consolidated Financial Statements

do not include all of the disclosures normally

provided in the Annual Consolidated Financial

Statements, they

should be read in conjunction with the Bank’s 2023

Annual Consolidated Financial Statements

and the accompanying Notes, and

the shaded sections of the 2023

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

The risk management policies and procedures

of the Bank are provided in the MD&A.

The shaded sections of

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

this report,

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

part of these Interim Consolidated Financial

Statements, as permitted by IFRS.

NOTE 2: CURRENT AND FUTURE

CHANGES IN ACCOUNTING POLICIES

CURRENT CHANGES IN ACCOUNTING

POLICIES

The following new standard has been adopted

by the Bank on November 1, 2023.

Insurance Contracts

The IASB issued IFRS 17,

Insurance Contracts

(IFRS 17) which replaced the guidance

in IFRS 4,

Insurance Contracts

(IFRS 4) and became effective for annual

reporting periods beginning on or after January

1, 2023, which was November 1, 2023 for

the Bank. IFRS 17 establishes principles

for recognition, measurement,

presentation and disclosure of insurance

contracts.

Under IFRS 17, insurance contracts are

aggregated into groups which are measured

at the risk-adjusted present value of

cash flows in fulfilling the contracts.

Revenue is recognized as insurance services

are provided over the coverage period.

Losses are recognized immediately if

the contract group is expected to be

onerous. The liabilities presented by insurance

groups are

comprised of the liability for remaining

coverage (LRC) and the liability for incurred

claims (LIC) and are

reported as Insurance contract liabilities

on the Interim Consolidated Balance Sheet.

The LRC is the obligation to investigate and

pay claims that have not yet

occurred and includes the loss component related

to onerous contract groups.

The LIC is the estimate of claims incurred, including

claims that have occurred but

have not been reported, and related insurance

costs.

IFRS 17 introduces two measurement models

that are applicable to the Bank, the premium

allocation approach model (PAA) and the general measurement

model

(GMM). The Bank measures the majority of

its insurance contract groups using

the PAA,

which includes property and casualty contracts

as well as short-term life

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

contracts that are either one year or less

or where the PAA approximates the GMM.

Contracts using the GMM are longer-term life

and health contracts. The LRC for insurance

contract groups using the PAA is measured as unearned premiums

less

deferred acquisition cash flows allocated

to the group. The LRC is adjusted for the

recognition of insurance revenue and amortization

of acquisition cash flows

reported in insurance service expenses

on a straight-line basis over the contractual

terms of the underlying insurance contracts,

usually twelve months. The LRC

for longer term contracts using the GMM

model is measured using estimates and

assumptions that reflect the timing

and uncertainty of insurance cash flows.

When a group of contracts is expected

to be onerous, a loss component (expected

loss related to fulfilling the related insurance

contracts) is established which

increases the LRC and insurance service expenses.

The loss component of the LRC is

subsequently recognized in income over

the contractual term of the

underlying insurance contracts to offset claims

incurred and related expenses.

The Bank measures the LIC at the present

value of current estimates of claims and related

costs for insurable events occurring at or

before the Interim

Consolidated Balance Sheet date. The LIC

includes a risk adjustment, which represents

the compensation the Bank requires for bearing

the uncertainty related to

non-financial risks

in its fulfilment of insurance contracts.

Expenses related to claims incurred

and related costs are reported in insurance

service expenses and

changes related to discounting the liability are

recorded as insurance finance income

or expenses in other income (loss).

Prior to the adoption of IFRS 17, these

expenses were recorded in insurance

claims and related expenses and non-interest

expenses.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 55

Reinsurance contracts held are recognized

and measured using the same principles

as insurance contracts issued. Reinsurance

contract assets are presented in

Other assets in the Interim Consolidated Balance

Sheet and the net results from reinsurance

contracts held are presented in Other income

(loss) in the Interim

Consolidated Statement of Income. Refer to

Note 13 for further detail on the balances and

results of insurance and reinsurance contracts.

The Bank initially applied IFRS 17 on

November 1, 2023 and restated the comparative

period. The Bank transitioned by primarily

applying the full retrospective

approach which resulted in the measurement

of insurance contracts as if IFRS 17

had always applied to them.

The following table sets out adjustments

to the

Bank’s insurance-related balances reported under

IFRS 4 as at October 31, 2022 used to derive

the insurance contract liabilities and reinsurance

contract assets

recognized by the Bank as at November

1, 2022 under IFRS 17.

(millions of Canadian dollars)

Amount

Insurance-related liabilities

7,468

Other liabilities

131

Other assets

(2,361)

Net insurance-related balances as at October

31, 2022

5,238

Changes in actuarial assumptions, including

risk adjustment and discount factor

(192)

Recognition of losses on onerous contracts

113

Other adjustments

(93)

Net insurance-related balances as at

November 1, 2022

5,066

Insurance contract liabilities

5,761

Reinsurance contract assets

(695)

Net insurance-related balances as at

November 1, 2022

5,066

On November 1, 2022, IFRS 17 transition

adjustments resulted in a decrease

to the Bank’s deferred tax assets of $

million and an after-tax increase to retained

earnings of $

112

million.

Upon the initial application of IFRS 17 on

November 1, 2023, the Bank applied transitional

guidance and reclassified certain securities

supporting insurance

operations to minimize accounting mismatches

arising from the application of the new discount

factor under IFRS 17. The transitional guidance

for such securities

is applicable for entities that previously used

IFRS 9,

Financial Instruments

and was applied without a restatement

of comparatives. The reclassification resulted

a decrease to retained earnings and an increase

in accumulated other comprehensive income

(AOCI) of $

million.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new or amended material accounting

policies that have been issued, but are not

yet effective on the date of issuance of the

Bank’s Interim

Consolidated Financial Statements.

NOTE 3: SIGNIFICANT ACCOUNTING

JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The estimates used in the Bank’s accounting policies

are essential to understanding its results

of operations and financial condition. Some

of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a material impact on the Bank’s Interim

Consolidated Financial Statements. The Bank

has established

procedures to ensure that accounting policies

are applied consistently and that the processes

for changing methodologies, determining

estimates, and adopting

new accounting standards are well-controlled

and occur in an appropriate and systematic

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

Financial Statements for a description of

significant accounting judgments, estimates,

and assumptions.

Impairment – Expected Credit Loss Model

The expected credit loss (ECL) model requires

the application of judgments, estimates,

and assumptions in the assessment of the

current and forward-looking

economic environment. There remains elevated

economic uncertainty, and management continues to exercise

expert credit judgment in assessing if an

exposure

has experienced significant increase in credit

risk since initial recognition and in determining

the amount of ECLs at each reporting date.

To the extent that certain

effects are not fully incorporated into the model

calculations, temporary quantitative and qualitative

adjustments have been applied.

Insurance Contracts

The assumptions used in establishing the Bank’s

insurance claims and policy benefit liabilities

are based on best estimates of possible

outcomes.

For property and casualty insurance

contracts, the ultimate cost of LIC is estimated

using a range of standard actuarial claims

projection techniques in

accordance with Canadian accepted actuarial

practices. Additional qualitative judgment

is used to assess the extent to which past

trends may or may not apply in

the future, in order to arrive at the estimated

ultimate claims cost amounts that present

the most likely outcome taking into account

all the uncertainties involved.

For life and health insurance contracts,

actuarial liabilities consider all future policy

cash flows, including premiums, claims,

and expenses required to administer

the policies. Critical assumptions used in

the measurement of life and health insurance

contract liabilities are determined by the appointed

actuary.

Further information on insurance risk assumptions

is provided in Note 13.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 56

NOTE 4: FAIR VALUE MEASUREMENTS

There have been no significant changes to

the Bank’s approach and methodologies used

to determine fair value measurements for

the three months ended

January 31, 2024.

(a)

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

The following table reflects the fair value

of the Bank’s financial assets and liabilities not

carried at fair value.

Financial Assets and Liabilities not carried

at Fair Value

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Carrying

Fair

Carrying

Fair

value

FINANCIAL ASSETS

Debt securities at amortized cost, net of allowance

for credit losses

Government and government-related

securities

227,917

221,732

232,093

222,699

Other debt securities

72,154

70,117

75,923

72,511

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

300,071

291,849

308,016

295,210

Total loans, net of allowance for loan losses

904,336

896,070

895,947

877,763

Total financial assets not carried at fair value

1,204,407

1,187,919

1,203,963

1,172,973

FINANCIAL LIABILITIES

Deposits

1,181,254

1,176,610

1,198,190

1,188,585

Securitization liabilities at amortized

cost

12,358

11,912

12,710

12,035

Subordinated notes and debentures

9,554

9,519

9,620

9,389

Total financial liabilities not carried at fair value

1,203,166

1,198,041

1,220,520

1,210,009

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 57

(b)

FAIR VALUE HIERARCHY

The following table presents the levels within

the fair value hierarchy for each of the assets

and liabilities measured at fair value on

a recurring basis as at

January 31, 2024 and October 31, 2023.

Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value

on a Recurring Basis

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

FINANCIAL ASSETS AND COMMODITIES

Trading loans, securities, and other

Government and government-related securities

Canadian government debt

Federal

228

7,720

–

7,948

9,073

–

9,145

Provinces

–

7,395

–

7,395

–

7,445

–

7,445

U.S. federal, state, municipal governments,

and agencies debt

25,136

25,172

24,325

24,394

Other OECD

government-guaranteed debt

–

8,688

–

8,688

–

8,811

–

8,811

Mortgage-backed securities

–

1,661

–

1,661

–

1,698

–

1,698

Other debt securities

Canadian issuers

–

5,969

5,971

–

6,067

6,072

Other issuers

–

14,067

14,126

–

14,553

14,613

Equity securities

65,437

155

65,599

54,186

54,237

Trading loans

–

18,271

–

18,271

–

17,261

–

17,261

Commodities

5,840

847

–

6,687

7,620

791

–

8,411

Retained interests

–

71,507

89,911

102

161,520

61,880

90,068

142

152,090

Non-trading financial assets at fair value

through profit or loss

Securities

257

2,055

1,079

3,391

269

2,596

980

3,845

Loans

–

3,594

–

3,594

–

3,495

–

3,495

257

5,649

1,079

6,985

269

6,091

980

7,340

Derivatives

Interest rate contracts

17,463

–

17,465

22,893

–

22,910

Foreign exchange contracts

37,130

37,157

57,380

57,413

Credit contracts

–

Equity contracts

100

3,690

–

3,790

4,839

–

4,897

Commodity contracts

223

1,850

2,082

306

1,787

2,108

351

60,213

60,574

407

86,953

87,382

Financial assets designated at

fair value through profit or loss

Securities

–

5,970

–

5,970

–

5,818

–

5,818

–

5,970

–

5,970

–

5,818

–

5,818

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

–

20,723

–

20,723

–

18,210

–

18,210

Provinces

–

20,890

–

20,890

–

19,940

–

19,940

U.S. federal, state, municipal governments,

and agencies debt

–

11,750

–

11,750

–

11,002

–

11,002

Other OECD government-guaranteed debt

–

1,512

–

1,512

–

1,498

–

1,498

Mortgage-backed securities

–

2,260

–

2,260

–

2,277

–

2,277

Other debt securities

Asset-backed securities

–

3,923

–

3,923

–

4,114

–

4,114

Corporate and other debt

–

9,509

9,535

–

8,863

8,890

Equity securities

1,333

2,142

3,477

1,133

2,377

3,513

Loans

–

660

–

660

–

421

–

421

1,333

71,229

2,168

74,730

1,133

66,328

2,404

69,865

Securities purchased under reverse

repurchase agreements

–

8,606

–

8,606

–

9,649

–

9,649

FINANCIAL LIABILITIES

Trading deposits

–

29,595

1,039

30,634

–

29,995

985

30,980

Derivatives

Interest rate contracts

–

12,432

137

12,569

21,064

126

21,206

Foreign exchange contracts

33,656

33,691

44,841

44,873

Credit contracts

–

643

–

643

–

172

–

172

Equity contracts

4,796

4,838

3,251

3,279

Commodity contracts

273

2,040

2,332

248

1,846

2,110

320

53,567

186

54,073

290

71,174

176

71,640

Securitization liabilities at fair value

–

16,543

–

16,543

–

14,422

–

14,422

Financial liabilities designated at fair value

through profit or loss

–

180,088

180,112

–

192,108

192,130

Obligations related to securities sold short

1,656

41,219

–

42,875

1,329

43,332

–

44,661

Obligations related to securities sold

under repurchase agreements

–

11,877

–

11,877

–

12,641

–

12,641

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

not yet purchased (short positions).

Organisation for Economic Co-operation and Development (OECD).

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 58

(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, 2024 and January

31, 2023.

There were no significant transfers between

Level 2 and Level 3 during the three months

ended January 31, 2024

and January 31, 2023.

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, 2024, and January 31, 2023.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 59

(d)

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

The following tables set out changes in fair

value of all assets and liabilities measured

at fair value using significant Level 3 unobservable

inputs for the three

months ended January 31, 2024 and January

31, 2023.

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

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

November 1

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2023

in income

in OCI

3,4

Issuances

Settlements

Level 3

2024

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

(33)

–

(1)

Other debt securities

–

(81)

–

(1)

Equity securities

(1)

–

(2)

–

142

–

(116)

–

102

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

980

–

(5)

–

1,079

980

–

(5)

–

1,079

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(3)

(1)

–

(3)

Equity securities

2,377

–

(10)

(231)

–

2,142

2,404

–

(13)

(232)

–

2,168

(1)

FINANCIAL LIABILITIES

Trading deposits

(985)

(24)

–

(56)

–

(1,039)

(43)

Derivatives

Interest rate contracts

(126)

(23)

–

(137)

(12)

Foreign exchange contracts

(6)

–

(1)

Equity contracts

(21)

(6)

–

(1)

–

(28)

(5)

Commodity contracts

(1)

–

(19)

–

(10)

(17)

(154)

(17)

–

(7)

(1)

(176)

(35)

Financial liabilities designated

at fair value

through profit or loss

(22)

–

(54)

–

(24)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

November 1

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2022

in income

in OCI

Issuances

Settlements

Level 3

2023

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

Other debt securities

–

(15)

(7)

Equity securities

–

(15)

(7)

Non-trading financial

assets at fair value

through profit or loss

Securities

845

–

(3)

–

927

845

–

(3)

–

927

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(4)

–

Equity securities

2,477

–

(22)

824

(39)

–

3,240

(22)

2,537

–

(15)

824

(43)

–

3,303

(22)

FINANCIAL LIABILITIES

Trading deposits

(416)

(12)

–

(59)

(3)

–

(486)

(11)

Derivatives

Interest rate contracts

(156)

(24)

–

(164)

(9)

Foreign exchange contracts

(3)

–

(1)

Equity contracts

(59)

–

(2)

(21)

(51)

Commodity contracts

–

(51)

–

(8)

(184)

–

(33)

(2)

(20)

(208)

(10)

Financial liabilities designated

at fair value

through profit or loss

(44)

–

(60)

–

(22)

Includes foreign exchange.

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

Statement of Income.

Other comprehensive income.

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

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

details.

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

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

Consists of derivative assets of $

million (January 31, 2023 – $

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

million;

October 31, 2022/November 1, 2022 – $

million) and

derivative liabilities of $

186

million (January 31, 2023 – $

239

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

176

million;

October 31, 2022/November 1, 2022 – $

234

million) which have

been netted in this table for presentation purposes only.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 60

NOTE 5: SECURITIES

(a)

UNREALIZED

SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at January 31, 2024

and October 31, 2023.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Cost/

Gross

Cost/

Gross

amortized

unrealized

Fair

amortized

unrealized

Fair

cost

gains

(losses)

value

cost

gains

(losses)

value

Government and government-related

securities

Canadian government debt

Federal

20,791

(102)

20,723

18,335

(170)

18,210

Provinces

20,837

103

(50)

20,890

19,953

105

(118)

19,940

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

agencies debt

11,905

(174)

11,750

11,260

(275)

11,002

Other OECD government-guaranteed debt

1,528

(19)

1,512

1,521

(24)

1,498

Mortgage-backed securities

2,269

(14)

2,260

2,313

–

(36)

2,277

57,330

164

(359)

57,135

53,382

168

(623)

52,927

Other debt securities

Asset-backed securities

3,943

(21)

3,923

4,146

–

(32)

4,114

Corporate and other debt

9,537

(63)

9,535

8,946

(99)

8,890

13,480

(84)

13,458

13,092

(131)

13,004

Total debt securities

70,810

226

(443)

70,593

66,474

211

(754)

65,931

Equity securities

Common shares

2,955

204

(82)

3,077

3,191

(116)

3,170

Preferred shares

567

(180)

400

566

(224)

343

3,522

217

(262)

3,477

3,757

(340)

3,513

Total securities at fair value through

other comprehensive income

74,332

443

(705)

74,070

70,231

307

(1,094)

69,444

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

(b)

EQUITY SECURITIES DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Bank designated certain equity securities

at FVOCI.

The following table summarizes the fair

value of equity securities designated at

FVOCI as at

January 31, 2024 and October 31, 2023, and

dividend income recognized on these securities

for the three months ended January 31,

2024 and January 31, 2023.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

January 31, 2024

October 31, 2023

January 31, 2024

January 31, 2023

Fair value

Dividend income recognized

Common shares

3,077

3,170

Preferred shares

400

343

Total

3,477

3,513

The Bank disposed of certain equity securities

in line with the Bank’s investment strategy

and disposed of Federal Home Loan Bank (FHLB)

stocks in accordance

with FHLB member stockholding requirements,

as follows:

Equity Securities Net Realized Gains

(Losses)

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Equity Securities

Fair value

Cumulative realized gain/(loss)

–

(3)

FHLB Stock

Fair value

159

–

Cumulative realized gain/(loss)

–

(c)

DEBT SECURITIES NET REALIZED GAINS

(LOSSES)

The following table summarizes

the net realized gains and losses for the

three months ended January 31, 2024 and

January 31, 2023, which are included in

Other

income (loss) on the Interim Consolidated

Statement of Income.

Debt Securities Net Realized Gains (Losses)

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Debt securities at fair value through other

comprehensive income

(1)

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 61

(d)

CREDIT QUALITY OF DEBT SECURITIES

The Bank evaluates non-retail credit risk

on an individual borrower basis, using both

a borrower risk rating (BRR) and facility

risk rating, as detailed in the shaded

area of the “Managing Risk” section of the 2023

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

exposures, including debt securities.

The following table provides the gross carrying

amounts of debt securities measured at amortized

cost and debt securities at FVOCI by internal

risk rating for credit

risk management purposes, presenting

separately those debt securities that are

subject to Stage 1, Stage 2, and Stage 3 allowances.

Refer to the “Allowance for

Credit Losses” table in Note 6 for details regarding

the allowance and provision for credit losses

on debt securities.

Debt Securities by Risk Rating

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

Investment grade

370,182

–

n/a

370,182

373,317

–

n/a

373,317

Non-investment grade

329

n/a

355

519

–

n/a

519

Watch and classified

n/a

129

n/a

129

n/a

113

n/a

113

Default

n/a

–

n/a

–

Total debt securities

370,511

155

–

370,666

373,836

113

–

373,949

Allowance for credit losses on debt securities

at amortized cost

–

Total debt securities, net of

allowance

370,509

155

–

370,664

373,834

113

–

373,947

Includes debt securities backed by government-guaranteed loans of $

114

million (October 31, 2023 – $

104

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

based on the issuer’s credit risk.

Not applicable.

As at January 31, 2024, total debt securities,

net of allowance,

in the table above, include debt securities

measured at amortized cost, net of allowance,

300,071

million (October 31, 2023 – $

308,016

million), and debt securities measured at

FVOCI of $

70,593

million (October 31, 2023 – $

65,931

million). The

difference between probability-weighted ECLs

and base ECLs on debt securities at

FVOCI and at amortized cost as at both

January 31, 2024 and

October 31, 2023, was insignificant.

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

(a)

LOANS AND ACCEPTANCES

The following table provides details regarding

the Bank’s loans and acceptances as at

January 31, 2024 and October 31, 2023.

Loans and Acceptances

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Residential mortgages

321,670

320,341

Consumer instalment and other personal

217,397

217,554

Credit card

38,635

38,660

Business and government

333,899

326,528

911,601

903,083

Customers’ liability under acceptances

13,066

17,569

Loans at FVOCI

(Note 4)

660

421

Total loans

and acceptances

925,327

921,073

Total allowance for loan losses

7,265

7,136

Total loans

and acceptances, net of allowance

918,062

913,937

Business and government loans (including

loans at FVOCI) and customers’ liability

under acceptances are grouped together

as reflected below for presentation in

the “Loans and Acceptances by Risk Ratings”

table.

Loans and Acceptances

– Business and Government

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Loans at amortized cost

333,899

326,528

Customers’ liability under acceptances

13,066

17,569

Loans at FVOCI

(Note 4)

660

421

Loans and acceptances

347,625

344,518

Allowance for loan losses

2,990

Loans and acceptances, net of allowance

344,635

341,528

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 62

(b)

CREDIT QUALITY OF LOANS

In the retail portfolio, including individuals and

small businesses, the Bank manages exposures

on a pooled basis, using predictive credit

scoring techniques. For

non-retail exposures, each borrower is assigned

a BRR that reflects the probability of default

(PD)

of the borrower using proprietary industry

and sector specific

risk models and expert judgment. Refer to

the shaded areas of the “Managing Risk”

section of the 2023 MD&A for further

details, including the mapping of PD

ranges to risk levels for retail exposures

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

to risk levels and external ratings for non-retail

exposures.

The following table provides the gross carrying

amounts of loans,

acceptances and credit risk exposures

on loan commitments and financial guarantee

contracts

by internal risk ratings for credit risk management

purposes, presenting separately those that

are subject to Stage 1, Stage 2, and Stage

3 allowances.

Loans and Acceptances by Risk Ratings

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential mortgages

1,2,3

Low Risk

222,767

827

n/a

223,594

225,596

n/a

225,642

Normal Risk

70,237

13,581

n/a

83,818

70,423

11,324

n/a

81,747

Medium Risk

300

10,331

n/a

10,631

110

9,581

n/a

9,691

High Risk

2,960

315

3,283

2,573

325

2,908

Default

n/a

344

n/a

353

Total loans

293,312

27,699

659

321,670

296,139

23,524

678

320,341

Allowance for loan losses

137

212

410

154

192

403

Loans, net of allowance

293,175

27,487

598

321,260

295,985

23,332

621

319,938

Consumer instalment and other personal

Low Risk

97,963

2,599

n/a

100,562

100,102

2,278

n/a

102,380

Normal Risk

61,423

12,501

n/a

73,924

60,613

13,410

n/a

74,023

Medium Risk

24,885

6,267

n/a

31,152

24,705

5,816

n/a

30,521

High Risk

4,000

6,921

330

11,251

4,122

5,700

323

10,145

Default

n/a

508

n/a

485

Total loans

188,271

28,288

838

217,397

189,542

27,204

808

217,554

Allowance for loan losses

634

1,035

225

1,894

653

959

197

1,809

Loans, net of allowance

187,637

27,253

613

215,503

188,889

26,245

611

215,745

Credit card

Low Risk

7,044

n/a

7,059

6,499

n/a

6,511

Normal Risk

10,827

168

n/a

10,995

11,171

134

n/a

11,305

Medium Risk

12,030

1,128

n/a

13,158

12,311

1,163

n/a

13,474

High Risk

2,520

4,348

438

7,306

2,567

4,289

401

7,257

Default

n/a

117

n/a

113

Total loans

32,421

5,659

555

38,635

32,548

5,598

514

38,660

Allowance for loan losses

640

959

372

1,971

709

913

312

1,934

Loans, net of allowance

31,781

4,700

183

36,664

31,839

4,685

202

36,726

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

161,743

169

n/a

161,912

159,477

101

n/a

159,578

Non-investment grade or Medium Risk

160,305

10,980

n/a

171,285

161,651

10,278

n/a

171,929

Watch and classified or High Risk

696

12,075

12,829

604

11,017

11,696

Default

n/a

1,599

n/a

1,315

Total loans and acceptances

322,744

23,224

1,657

347,625

321,732

21,396

1,390

344,518

Allowance for loan and acceptances

losses

985

1,480

525

2,990

1,157

1,371

462

2,990

Loans and acceptances, net of allowance

321,759

21,744

1,132

344,635

320,575

20,025

928

341,528

Total loans and acceptances

836,748

84,870

3,709

925,327

839,961

77,722

3,390

921,073

Total allowance for loan losses

6,7

2,396

3,686

1,183

7,265

2,673

3,435

1,028

7,136

Total loans and acceptances, net of

allowance

834,352

81,184

2,526

918,062

837,288

74,287

2,362

913,937

Includes impaired loans with a balance of $

358

million (October 31, 2023 – $

271

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

exceeded the loan amount.

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

billion (October 31, 2023 – $

billion) and $

billion (October 31, 2023 –

billion), respectively.

Includes insured mortgages of $

billion (October 31, 2023 – $

billion).

Includes Canadian government-insured real estate personal loans of $

billion (October 31, 2023 – $

billion).

Includes loans guaranteed by government agencies of $

billion (October 31, 2023 – $

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

the borrowers’ credit risk.

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

nil

(October 31, 2023 – $

million) and a related allowance for loan losses of

nil

(October 31, 2023 – $

million), which have

been included in the “Default”

risk rating category as they were impaired at acquisition.

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

nil

(October 31, 2023 –

nil

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 63

Loans and Acceptances by Risk Ratings

(Continued)

– Off-Balance Sheet Credit Instruments

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

Low Risk

252,681

1,405

n/a

254,086

254,231

1,093

n/a

255,324

Normal Risk

89,653

1,303

n/a

90,956

91,474

1,112

n/a

92,586

Medium Risk

19,527

1,216

n/a

20,743

19,774

1,079

n/a

20,853

High Risk

1,172

1,251

–

2,423

1,209

1,198

–

2,407

Default

n/a

–

n/a

–

Non-Retail Exposures

Investment grade

260,753

–

n/a

260,753

264,029

–

n/a

264,029

Non-investment grade

99,374

5,418

n/a

104,792

98,068

4,396

n/a

102,464

Watch and classified

272

4,176

–

4,448

218

4,158

–

4,376

Default

n/a

197

n/a

107

Total off-balance sheet credit

instruments

723,432

14,769

197

738,398

729,003

13,036

107

742,146

Allowance for off-balance sheet credit

instruments

424

572

1,000

476

565

1,049

Total off-balance sheet credit

instruments, net of allowance

723,008

14,197

193

737,398

728,527

12,471

741,097

Excludes mortgage commitments.

Includes $

366

billion (October 31, 2023 – $

369

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

discretion at any time.

Includes $

billion (October 31, 2023 – $

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

(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,

2024

and January 31, 2023,

including allowance for off-balance sheet instruments

in the applicable categories.

Allowance for Credit Losses

(millions of Canadian dollars)

Foreign

exchange,

Balance at

Provision

Write-offs,

disposals,

Balance

Balance at

Provision

Write-offs,

disposals,

Balance

beginning

for credit

net of

and other

at end of

beginning

for credit

net of

and other

at end of

of period

losses

recoveries

adjustments

period

of period

losses

recoveries

adjustments

period

For the three months ended

January 31, 2024

January 31, 2023

Residential mortgages

403

(2)

410

323

(1)

(4)

330

Consumer instalment and other

personal

1,895

382

(275)

(23)

1,979

1,704

262

(196)

(17)

1,753

Credit card

2,577

430

(369)

(61)

2,577

2,352

337

(245)

(37)

2,407

Business and government

3,310

181

(113)

(79)

3,299

2,984

(31)

(45)

2,987

Total allowance for loan losses,

including off-balance sheet

instruments

8,185

1,001

(759)

(162)

8,265

7,363

690

(473)

(103)

7,477

Debt securities at amortized cost

–

Debt securities at FVOCI

–

(1)

–

(1)

Total allowance for credit

losses on debt securities

–

(1)

–

(1)

Total allowance for credit losses

8,189

1,001

(759)

(163)

8,268

7,366

690

(473)

(104)

7,479

Comprising:

Allowance for credit losses on

loans at amortized cost

7,136

7,265

6,432

6,492

Allowance for credit losses on

loans at FVOCI

–

Allowance for loan losses

7,136

7,265

6,432

6,492

Allowance for off-balance sheet

instruments

1,049

1,000

931

985

Allowance for credit losses on

debt securities

TD BANK GROUP • FIRST QUARTER 2024 •

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, 2024 and

January 31, 2023.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

154

192

403

127

140

323

Provision for credit losses

Transfer to Stage 1

(33)

(3)

–

(34)

(1)

–

Transfer to Stage 2

(10)

(5)

–

(6)

(5)

–

Transfer to Stage 3

–

(9)

–

(5)

–

Net remeasurement due to transfers into stage

(6)

–

(7)

–

(1)

New originations or purchases

n/a

Net repayments

(1)

–

(1)

–

(2)

Derecognition of financial assets (excluding

disposals and write-offs)

(2)

(5)

(4)

(11)

(1)

(4)

(3)

(8)

Changes to risk, parameters, and models

(40)

(24)

Disposals

–

Write-offs

–

(2)

–

(2)

Recoveries

–

Foreign exchange and other adjustments

(2)

–

(2)

(1)

(4)

Balance at end of period

137

212

410

129

150

330

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

688

1,010

197

1,895

654

896

154

1,704

Provision for credit losses

Transfer to Stage 1

131

(130)

(1)

–

170

(168)

(2)

–

Transfer to Stage 2

(72)

(19)

–

(52)

(18)

–

Transfer to Stage 3

(3)

(60)

–

(2)

(46)

–

Net remeasurement due to transfers into stage

(54)

(53)

New originations or purchases

n/a

Net repayments

(18)

(21)

(3)

(42)

(22)

(18)

(3)

(43)

Derecognition of financial assets (excluding

disposals and write-offs)

(17)

(20)

(10)

(47)

(18)

(24)

(9)

(51)

Changes to risk, parameters, and models

(71)

146

273

348

(94)

160

188

254

Disposals

–

Write-offs

–

(347)

–

(266)

Recoveries

–

Foreign exchange and other adjustments

(9)

(12)

(2)

(23)

(7)

(8)

(2)

(17)

Balance, including off-balance sheet instruments,

at end of period

664

1,090

225

1,979

675

916

162

1,753

Less: Allowance for off-balance sheet instruments

–

Balance at end of period

634

1,035

225

1,894

639

864

162

1,665

Credit Card

Balance, including off-balance sheet instruments,

at beginning of period

988

1,277

312

2,577

954

1,191

207

2,352

Provision for credit losses

Transfer to Stage 1

246

(239)

(7)

–

299

(294)

(5)

–

Transfer to Stage 2

(95)

111

(16)

–

(86)

(12)

–

Transfer to Stage 3

(6)

(223)

229

–

(5)

(164)

169

–

Net remeasurement due to transfers into stage

(108)

139

(139)

127

(7)

New originations or purchases

n/a

Net repayments

Derecognition of financial assets (excluding

disposals and write-offs)

(10)

(16)

(84)

(110)

(12)

(18)

(46)

(76)

Changes to risk, parameters, and models

(175)

300

294

419

(120)

270

171

321

Disposals

–

Write-offs

–

(444)

–

(314)

Recoveries

–

Foreign exchange and other adjustments

(21)

(29)

(11)

(61)

(14)

(19)

(4)

(37)

Balance, including off-balance sheet instruments,

at end of period

880

1,325

372

2,577

956

1,198

253

2,407

Less: Allowance for off-balance sheet instruments

240

366

–

606

274

341

–

615

Balance at end of period

640

959

372

1,971

682

857

253

1,792

Includes allowance for loan losses related to ACI loans.

Transfers represent stage transfer movements prior to ECL remeasurement.

Represents the mechanical remeasurement between twelve-month (i.e., Stage 1) and lifetime ECLs (i.e., Stage 2 or 3) due to stage transfers necessitated by credit risk migration, as described in the

“Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2023 Annual Consolidated Financial Statements, holding all other factors impacting the change in ECLs constant.

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

Represents the changes in the allowance related to cash flow changes associated with new draws or repayments on loans outstanding.

Represents the decrease in the allowance resulting from loans that were fully repaid and excludes the decrease associated with loans that were disposed or fully written off.

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

PD) caused by changes to macroeconomic factors,

level of risk, parameters,

and/or models, subsequent to stage

migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information” and “Expert Credit Judgment” sections of Note 2 and Note 3 of the Bank’s 2023 Annual Consolidated

Financial Statements for further details.

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

Credit cards are considered impaired and migrate to Stage 3 when they are 90 days past due and written off at 180 days past due. Refer to Note 2 of the Bank’s 2023 Annual Consolidated Financial

Statements for further details.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 65

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

Balance, including off-balance sheet instruments,

at beginning of period

1,319

1,521

470

3,310

1,220

1,417

347

2,984

Provision for credit losses

Transfer to Stage 1

(62)

–

100

(98)

(2)

–

Transfer to Stage 2

(117)

120

(3)

–

(159)

162

(3)

–

Transfer to Stage 3

(14)

(55)

–

(5)

(21)

–

Net remeasurement due to transfers into stage

(21)

(28)

–

(4)

New originations or purchases

271

n/a

271

332

n/a

332

Net repayments

(8)

(26)

(21)

(24)

(41)

Derecognition of financial assets (excluding

disposals and write-offs)

(172)

(99)

(45)

(316)

(188)

(151)

(133)

(472)

Changes to risk, parameters, and models

(162)

202

187

227

191

264

Disposals

–

Write-offs

–

(124)

–

(43)

Recoveries

–

Foreign exchange and other adjustments

(35)

(30)

(14)

(79)

(20)

(5)

(45)

Balance, including off-balance sheet instruments,

at end of period

1,139

1,631

529

3,299

1,265

1,356

366

2,987

Less: Allowance for off-balance sheet instruments

154

151

309

146

134

282

Balance at end of period

985

1,480

525

2,990

1,119

1,222

364

2,705

Total Allowance, including

off-balance sheet

instruments, at end of period

2,820

4,258

1,187

8,265

3,025

3,620

832

7,477

Less: Total Allowance for

off-balance sheet

instruments

424

572

1,000

456

527

985

Total Allowance for Loan Losses

at end of period

2,396

3,686

1,183

7,265

2,569

3,093

830

6,492

Includes allowance for loan losses related to ACI loans.

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

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

page in this Note.

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

Consolidated Balance Sheet.

The allowance for credit losses on all remaining

financial assets is not significant.

(e)

FORWARD-LOOKING INFORMATION

Relevant macroeconomic factors are incorporated

in risk parameters as appropriate. Additional

risk factors that are industry or segment

specific are also

incorporated, where relevant. The key macroeconomic

variables used in determining ECLs include

regional unemployment rates for all retail exposures

and

regional housing price indices for residential

mortgages and home equity lines of credit.

For business and government loans, the key

macroeconomic variables

include gross domestic product (GDP), unemployment

rates, interest rates, and credit spreads.

Refer to Note 3 of the Bank’s 2023 Annual

Consolidated Financial

Statements for a discussion of how forward-looking

information is generated and considered

in determining whether there has been

a significant increase in credit

risk and in measuring ECLs.

Macroeconomic Variables

Select macroeconomic variables are projected

over the forecast period. The following

table sets out average values of the macroeconomic

variables over the four

calendar quarters starting with the current

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

forecast and upside and downside scenarios

used in

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

As the forecast period increases, information

about the future becomes less readily available

and projections

are anchored on assumptions around structural

relationships between economic parameters

that are inherently much less certain.

Restrictive monetary policy is

contributing to elevated economic uncertainty,

particularly in Canada where household

debt levels remain elevated, and is

likely to lead to a near-term deceleration

in economic growth and a modest increase in

unemployment rate.

Macroeconomic Variables

As at

January 31, 2024

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q1 2024-

4-year

Q1 2024-

4-year

Q1 2024-

4-year

Q4 2024

period

Q4 2024

period

Q4 2024

period

Unemployment rate

Canada

6.5

6.1

5.8

7.3

7.2

United States

4.2

4.0

3.9

4.0

5.2

5.4

Real GDP

Canada

0.5

1.9

0.8

1.8

(1.1)

2.1

United States

1.5

1.8

2.2

1.9

(0.2)

2.1

Home prices

Canada (average existing price)

(3.1)

3.1

(1.0)

2.6

(10.8)

3.1

United States (CoreLogic HPI)

0.6

1.9

2.0

2.3

(8.3)

4.2

Central bank policy interest rate

Canada

4.25

2.31

4.88

2.41

3.72

1.88

United States

5.13

2.89

5.38

2.91

4.22

2.38

U.S. 10-year treasury yield

3.95

3.22

4.28

3.31

3.82

3.19

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

2.16

1.80

1.91

1.74

2.63

2.09

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

0.73

0.79

0.77

0.81

0.71

0.74

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

The average home price is the average transacted sale price of homes sold via the Multiple Listing Service; data is collected by the Canadian Real Estate Association.

The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 66

(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, 2024

October 31, 2023

Probability-weighted ECLs

7,078

7,149

Base ECLs

6,593

6,658

Difference – in amount

485

491

Difference – in percentage

7.4

ECLs for performing loans and off-balance sheet

instruments consist of an aggregate amount

of Stage 1 and Stage 2 probability-weighted

ECLs which are twelve-

month ECLs and lifetime ECLs, respectively. Transfers from Stage 1 to Stage

2 ECLs result from a significant increase

in credit risk since initial recognition

of the

loan.

The following table shows the estimated

impact of staging on ECLs by presenting

all performing loans and off-balance sheet instruments

calculated using

twelve-month ECLs compared to the current

aggregate probability-weighted ECLs, holding

all risk profiles constant.

Incremental Lifetime ECLs Impact

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

Probability-weighted ECLs

7,078

7,149

All performing loans and off-balance sheet instruments

using 12-month ECLs

5,195

5,295

Incremental lifetime ECLs impact

1,883

1,854

(g)

FORECLOSED ASSETS

Foreclosed assets are repossessed non-financial

assets where the Bank gains title, ownership,

or possession of individual properties,

such as real estate

properties, which are managed for sale in an

orderly manner with the proceeds used

to reduce or repay any outstanding debt.

The Bank does not generally occupy

foreclosed properties for its business use.

The Bank predominantly relies on third-party

appraisals to determine the carrying value of

foreclosed assets.

Foreclosed

assets held for sale were $

million as at January 31, 2024 (October 31, 2023

– $

million) and were recorded in Other assets

on the Interim Consolidated

Balance Sheet.

(h)

LOANS PAST DUE BUT NOT IMPAIRED

A loan is classified as past due when a borrower

has failed to make a payment by the

contractual due date.

The following table summarizes loans that are

past

due but not impaired.

Loans less than 31 days contractually past

due are excluded as they do not generally

reflect a borrower’s ability to meet

their payment

obligations.

Loans Past Due but not Impaired

(millions of Canadian dollars)

As at

January 31, 2024

October 31, 2023

31-60

61-89

31-60

61-89

days

Total

days

Total

Residential mortgages

271

126

397

286

367

Consumer instalment and other personal

887

328

1,215

870

287

1,157

Credit card

368

248

616

359

242

601

Business and government

300

115

415

264

103

367

Total

1,826

817

2,643

1,779

713

2,492

Includes loans that are measured at FVOCI.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 67

NOTE 7: INVESTMENT IN ASSOCIATES AND JOINT VENTURES

INVESTMENT IN THE CHARLES SCHWAB CORPORATION

The Bank has significant influence over The

Charles Schwab Corporation (“Schwab”) and

the ability to participate in the financial and

operating policy-making

decisions of Schwab through a combination

of the Bank’s ownership, board representation

and the insured deposit account agreement

between the Bank and

Schwab. As such, the Bank accounts for its

investment in Schwab using the equity

method. The Bank’s share of Schwab’s earnings available

to common

shareholders is reported with a one-month

lag. The Bank takes into account changes

in the one-month lag period that would

significantly affect the results.

As at January 31, 2024, the Bank’s reported investment

in Schwab was approximately

12.3

% (October 31, 2023 –

12.4

%), consisting of

9.8

% of the outstanding

voting common shares and the remainder

in non-voting common shares of Schwab

with an aggregate fair value of $

billion (US$

billion) (October 31, 2023 –

billion (US$

billion)) based on the closing price of US$

62.92

(October 31, 2023 – US$

52.04

) on the New York Stock Exchange.

The Bank and Schwab are party to a stockholder

agreement (the “Stockholder Agreement”)

under which the Bank has the right

to designate two members of

Schwab’s Board of Directors and has representation

on two Board Committees, subject to

the Bank meeting certain conditions. The Bank’s

designated directors

currently are the Bank’s Group President and

Chief Executive Officer and the Bank’s Chair of

the Board. Under the Stockholder Agreement,

the Bank is not

permitted to own more than

9.9

% voting common shares of Schwab,

and the Bank is subject to customary

standstill restrictions and subject to certain exceptions,

transfer restrictions.

The carrying value of the Bank’s investment in

Schwab of $

9.5

billion as at January 31, 2024 (October

31, 2023 – $

8.9

billion) represents the Bank’s share of

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

and cumulative translation adjustment.

The Bank’s share of net income from its investment

in Schwab of $

141

million during the three months ended January

31, 2024 (January 31, 2023 – $

285

million) reflects net income after adjustments

for

amortization of certain intangibles net of tax.

The following tables represent the gross

amount of Schwab’s total assets, liabilities,

net revenues, net income available to common

stockholders, other

comprehensive income (loss), and comprehensive

income (loss).

Summarized Financial Information

(millions of Canadian dollars)

As at

December 31

September 30

2023

Total assets

651,463

644,139

Total liabilities

597,360

592,923

(millions of Canadian dollars)

For the three months ended

December 31

2023

2022

Total net revenues

6,073

7,465

Total net income available to common stockholders

1,261

2,472

Total other comprehensive income (loss)

3,570

721

Total comprehensive income (loss)

4,831

3,193

Insured Deposit Account (“IDA”) Agreement

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with

an initial expiration date of

July 1, 2031. Under the 2019 Schwab IDA Agreement,

starting July 1, 2021, Schwab had the option

to reduce the deposits by up to US$

billion per year (subject

to certain limitations and adjustments),

with a floor of US$

billion. In addition, Schwab requested some

further operational flexibility to allow for

the sweep

deposit balances to fluctuate over time, under

certain conditions and subject to certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”

or the “Schwab IDA

Agreement”), which replaced the 2019 Schwab

IDA Agreement. Pursuant to the 2023 Schwab

IDA Agreement, the Bank continues to make

sweep deposit

accounts available to clients of Schwab. Schwab

designates a portion of the deposits

with the Bank as fixed-rate obligation amounts

(FROA). Remaining deposits

over the minimum level of FROA are designated

as floating-rate

obligations. In comparison to the 2019 Schwab

IDA Agreement, the 2023 Schwab IDA

Agreement

extends the initial expiration date by three

years to July 1, 2034 and provides for lower

deposit balances in its first six years, followed

by higher balances in the

later years. Specifically, until September 2025, the aggregate

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

billion. In addition, Schwab

has the option to buy down up to $

6.8

billion (US$

billion) of FROA by paying the Bank

certain fees in accordance with the 2023 Schwab

IDA Agreement, subject

to certain limits. Refer to Note 27 of the Bank’s 2023

Annual Consolidated Financial Statements

for further details on the Schwab IDA Agreement.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $

0.7

billion (US$

0.5

billion) of the US$

billion FROA buydown

allowance and paid $

million (US$

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. The fees

are intended to

compensate the Bank for losses incurred

this quarter from discontinuing certain

hedging relationships and for lost revenues.

The net impact is recorded in net

interest income.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 68

NOTE 8: SIGNIFICANT TRANSACTION

Acquisition of Cowen Inc.

On March 1, 2023, the Bank completed

the acquisition of Cowen Inc. (“Cowen”). The acquisition

advances the Wholesale Banking segment’s long-term

growth

strategy in the U.S. and adds complementary

products and services to the Bank’s existing

businesses. The results of the acquired

business have been

consolidated by the Bank from the closing date

and primarily reported in the Wholesale Banking

segment. Consideration included $

1,500

million

(US$

1,100

million) in cash for

100

% of Cowen’s common shares outstanding, $

253

million (US$

186

million) for the settlement of Cowen’s Series A Preferred

Stock, and $

205

million (US$

151

million) related to the replacement of

share-based payment awards.

The acquisition was accounted for as a business

combination under the purchase method.

The purchase price allocation can be adjusted

during the

measurement period, which shall not exceed

one year from the acquisition date, to reflect

new information obtained about facts and

circumstances. The

acquisition contributed $

10,800

million (US$

7,933

million) of assets and $

9,884

million (US$

7,261

million) of liabilities. The excess of accounting

consideration

over the fair value of the tangible net assets

acquired is allocated to other intangible assets

of $

298

million (US$

219

million) net of taxes, and goodwill of

744

million (US$

546

million). Goodwill is not deductible for tax purposes.

The Bank plans to dispose of certain non-core

businesses that were acquired in connection

with the Cowen acquisition. These non-core

businesses are

disposal groups which meet the criteria

to be classified as held for sale and are measured

at the lower of their carrying amount and

fair value less costs to sell. The

assets and liabilities of these disposal groups

are recorded in Other assets and Other liabilities,

respectively, on the Interim Consolidated Balance Sheet. During

the three months ended January 31, 2024,

the Bank disposed of Cowen’s legacy prime brokerage

and outsourced trading business that

was classified as held for

sale. As at January 31, 2024, assets of $

699

million (October 31, 2023 – $

1,958

million) and liabilities of $

235

million (October 31, 2023 – $

1,291

million) were

classified as held for sale.

NOTE 9: OTHER ASSETS

Other Assets

(millions of Canadian dollars)

As at

January 31

October 31

2024

2023

Accounts receivable and other items

12,361

13,893

Accrued interest

5,487

5,504

Current income tax receivable

3,204

4,814

Defined benefit asset

1,067

1,254

Reinsurance contract assets

708

702

Prepaid expenses

1,686

1,462

Total

24,513

27,629

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

to Note 8 for further details.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 69

NOTE 10: DEPOSITS

Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal and are in general

chequing accounts. Notice

deposits are those for which

the Bank can legally require notice prior

to withdrawal and are in general savings

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, 2024, was $

501

billion (October 31, 2023 – $

512

billion).

Deposits

(millions of Canadian dollars)

As at

January 31

October 31

By Type

By Country

2024

2023

Demand

Notice

Term

Canada

United States

International

Total

Personal

16,647

475,868

130,325

329,247

293,593

–

622,840

626,596

Banks

11,499

223

14,221

15,280

8,833

1,830

25,943

31,225

Business and government

128,093

187,885

216,493

374,966

154,204

3,301

532,471

540,369

156,239

663,976

361,039

719,493

456,630

5,131

1,181,254

1,198,190

Trading

–

30,634

22,306

2,251

6,077

30,634

30,980

Designated at fair value through

profit or loss

–

179,962

39,955

66,245

73,762

179,962

191,988

Total

156,239

663,976

571,635

781,754

525,126

84,970

1,391,850

1,421,158

Non-interest-bearing deposits

included above

Canada

58,422

61,581

United States

70,234

76,376

International

–

Interest-bearing deposits

included above

Canada

723,332

712,283

United States

454,892

482,247

International

84,970

88,648

Total

2,6

1,391,850

1,421,158

Includes $

103.2

billion (October 31, 2023 – $

103.3

billion) of senior debt which is subject to the bank recapitalization “bail-in” regime. This regime provides

certain statutory powers to the

Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into

common shares in the event that the Bank becomes non-viable.

Includes $

61.1

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

57.0

billion).

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

150.3

million (October 31, 2023 – $

142.3

million) of loan commitments and financial

guarantees designated at FVTPL.

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

Includes $

6.9

billion (October 31, 2023 – $

13.9

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

8.7

billion (October 31, 2023 – $

9.0

billion) of deposits and advances with the FHLB.

Includes deposits of $

744.2

billion (October 31, 2023 – $

779.9

billion) denominated in U.S. dollars and $

117.0

billion (October 31, 2023 – $

115.0

billion) denominated in other foreign

currencies.

NOTE 11: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

January 31

October 31

2024

2023

Accounts payable, accrued expenses, and

other items

1,2

6,271

8,314

Accrued interest

4,568

4,421

Accrued salaries and employee benefits

3,447

4,993

Cheques and other items in transit

2,517

2,245

Current income tax payable

120

162

Deferred tax liabilities

191

204

Defined benefit liability

1,322

1,244

Lease liabilities

5,139

5,050

Liabilities related to structured entities

16,938

17,520

Provisions

(Note 18)

3,413

3,421

Total

43,926

47,574

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

Refer to Note 8 for further details.

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 70

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, 2024 and

January 31, 2023.

Shares and Other Equity Instruments

Issued and Outstanding and Treasury Instruments

Held

(millions of shares or other equity instruments

and millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Number

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,791.4

25,434

1,821.7

24,363

Proceeds from shares issued on exercise

of stock options

0.6

0.4

Shares issued as a result of dividend

reinvestment plan

1.7

137

7.9

705

Purchase of shares for cancellation and other

(20.9)

(295)

–

Balance as at end of period – common shares

1,772.8

25,318

1,830.0

25,094

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

143.6

5,200

159.6

5,600

Issue of shares

–

Redemption of shares

–

Balance as at end of period

143.6

5,200

159.6

5,600

Other Equity Instruments

Balance

as at beginning and end of period

5.0

5,653

5.0

5,653

Balance as at end of period – preferred

and other equity instruments

148.6

10,853

164.6

11,253

Treasury – common shares

Balance as at beginning of period

0.7

(64)

1.0

(91)

Purchase of shares

37.5

(3,096)

20.4

(1,816)

Sale of shares

(37.5)

3,102

(20.3)

1,804

Balance as at end of period – treasury

– common shares

0.7

(58)

1.1

(103)

Treasury – preferred shares and

other equity instruments

Balance as at beginning of period

0.1

(65)

0.1

(7)

Purchase of shares and other equity instruments

1.7

(98)

0.9

(141)

Sale of shares and other equity instruments

(1.7)

136

(0.9)

139

Balance as at end of period – treasury

– preferred shares and other equity

instruments

0.1

(27)

0.1

(9)

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

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 28, 2024, the Board approved

a dividend in an amount of one dollar and

two cents ($

1.02

) per fully paid common share in the capital

stock of the

Bank for the quarter ending April 30, 2024, payable

on and after April 30, 2024, to shareholders

of record at the close of business on April

9, 2024.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

with a discount of between

% to

% at the Bank’s discretion or

purchased from the open market at market

price.

During the three months ended January 31,

2024, the Bank issued

2.0

million common shares from treasury with

no discount. During the three months ended

January 31, 2023, the Bank issued

7.9

million common shares from treasury

with a

% discount.

NORMAL COURSE ISSUER BID

On August 28, 2023, the Bank announced

that the Toronto Stock Exchange and OSFI approved a normal course issuer

bid (NCIB) to repurchase for cancellation

up to

million of its common shares. The NCIB commenced

on August 31, 2023, and during the

three months ended January 31, 2024, the Bank

repurchased

20.9

million common shares under the NCIB, at

an average price of $

82.39

per share for a total amount of $

1.7

billion.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 71

NOTE 13: INSURANCE

(a)

INSURANCE SERVICE RESULT

Insurance revenue and expenses are presented

on the Interim Consolidated Statement

of Income under Insurance revenue and Insurance

service expenses,

respectively. Net income or expense from reinsurance is presented

in other income (loss).

The following table presents components of the

insurance service result

presented in the Interim Consolidated Statement

of Income for the Bank which includes

the results of property and casualty insurance,

life and health insurance,

as well as reinsurance issued and held in

Canada and internationally.

Insurance Service Result

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Insurance revenue

1,676

1,542

Insurance service expenses

1,366

1,164

Insurance service result before reinsurance

contracts held

310

378

Net income (expense) from reinsurance

contracts held

(45)

Insurance service result

322

333

The Bank recognized insurance finance expenses

of $

122

million from insurance and reinsurance contracts

for the three months ended January 31, 2024

(three

months ended January 31, 2023 – $

125

million) in other income (loss). The Bank’s investment

return on securities supporting insurance

contracts is comprised of

interest income reported in net interest income

and fair value changes reported in other income

(loss).

Investment return on securities supporting

insurance

contracts was $

131

million for the three months ended January

31, 2024 (three months ended January 31,

2023 – $

150

million).

(b)

INSURANCE CONTRACT LIABILITIES

Insurance contract liabilities are comprised

of amounts related to the LRC, the LIC

and other insurance liabilities.

The following table presents LRC and LIC balances

for property and casualty insurance contracts.

Property and casualty insurance contract liabilities by

LRC and LIC

(millions of Canadian dollars)

As at

January 31, 2024

January 31, 2023

Liability for

remaining coverage

incurred claims

Total

remaining coverage

incurred claims

Total

Estimates

of the

present

Excluding

value of

Excluding

value of

loss

Loss

future

Risk

loss

Loss

future

Risk

component

cash flows

adjustment

component

cash flows

adjustment

Balance at beginning of period

Insurance contract liabilities

630

129

4,740

220

5,719

623

113

4,700

208

5,644

Balance at end of period

Insurance contract liabilities

585

132

4,820

224

5,761

546

130

4,755

211

5,642

For property and casualty contracts,

during the three months ended January 31,

2024, the Bank recognized insurance revenue

of $

1,326

million (three months

ended January 31, 2023 – $

1,188

million), insurance service expenses of $

1,171

million (three months ended January 31, 2023

– $

979

million) and insurance

finance expenses of $

121

million (three months ended January 31,

2023 – $

121

million).

Other insurance liabilities were $

160

million as at January 31, 2024 (October 31, 2023

– $

127

million) and include life and health insurance

contract liabilities of

110

million (October 31, 2023 – $

124

million).

(c)

RISK ADJUSTMENT FOR NON-FINANCIAL

RISK AND DISCOUNTING

The risk adjustment reflects an amount that

an insurer would rationally pay to remove

the uncertainty that future cash flows will exceed

the expected value amount.

The Bank has estimated the risk adjustment

for its property and casualty operations’

LIC using statistical techniques in accordance

with Canadian accepted

actuarial principles to develop potential future observations

and a confidence level of 90th percentile.

Insurance contract liabilities are calculated

by discounting expected future cash flows.

The interest rates used to discount the Bank’s

insurance balances over a

duration of

10 years

range from

5.4

% to

4.8

% as at January 31, 2024 (October 31,

2023 –

5.7

% to

5.5

%).

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 72

NOTE 14: SHARE-BASED COMPENSATION

For the three months ended January 31, 2024,

the Bank recognized compensation expense

for stock option awards of $

10.1

million (three months ended

January 31, 2023 – $

11.1

million). During the three months ended

January 31, 2024,

2.5

million (three months ended January 31, 2023

–

2.5

million) stock options

were granted by the Bank at a weighted-average

fair value of $

14.36

per option (January 31, 2023 – $

14.70

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the three months ended January 31, 2024

and January 31, 2023.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the three months ended

January 31

2024

2023

Risk-free interest rate

3.41

2.87

Option contractual life

10 years

Expected volatility

18.92

18.43

Expected dividend yield

3.78

3.69

Exercise price/share price

81.78

90.55

The risk-free interest rate is based on Government

of Canada benchmark bond yields as

at the grant date. Expected volatility is

calculated based on the historical

average daily volatility and expected dividend

yield is based on dividend payouts in the last

fiscal year. These assumptions are measured over a period

corresponding to the option contractual life.

NOTE 15: 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, 2024

and January 31, 2023. Other employee defined

benefit plans operated by the Bank

and certain of its subsidiaries are not considered

material for disclosure purposes.

Defined Benefit Plan Expenses

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

January 31

2024

2023

2024

2023

2024

2023

Service cost – benefits earned

Net interest cost (income) on net defined

benefit liability (asset)

(20)

(25)

Interest cost on asset limitation and minimum

funding

requirement

–

Defined benefit administrative expenses

–

Total

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.

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

months ended January 31, 2024 and January

31, 2023.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

January 31

2024

2023

Defined contribution pension plans

Government pension plans

197

173

Total

282

237

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

plan.

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

Federal Insurance Contributions Act

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 73

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, 2024 and January 31, 2023.

Amounts Recognized in Other Comprehensive

Income for Remeasurement of Defined

Benefit Plans

1,2,3

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

January 31

2024

2023

2024

2023

2024

2023

Remeasurement gain/(loss) – financial

(1,124)

(382)

(36)

(24)

(43)

–

Remeasurement gain/(loss) – return on plan

assets less

interest income

800

386

–

Change in asset limitation and minimum

funding requirement

176

116

–

Total

(148)

120

(36)

(24)

(43)

–

Excludes the Canada Trust defined benefit pension plan, TD Banknorth defined benefit

pension plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and other employee defined benefit plans operated by the Bank and certain of its subsidiaries not considered material for

disclosure purposes as these plans are not remeasured on

a quarterly basis.

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

are updated annually.

Amounts are presented on a pre-tax basis.

NOTE 16: INCOME TAXES

International Tax Reform – Pillar Two Global Minimum Tax

The OECD published Pillar Two model rules as part of its

efforts toward international tax reform. The

Pillar Two model rules provide for the implementation of a

15% global minimum tax for large multinational

enterprises, which is to be applied on a jurisdiction-by-jurisdiction

basis. Pillar Two legislation has been enacted or

substantively enacted in certain jurisdictions

in which the Bank operates. The earliest

the legislation will be effective for the Bank is the

fiscal year beginning on

November 1, 2024. On August 4, 2023, draft legislative

proposals regarding Canada’s implementation

of the Pillar Two rules were released for public comment

and updated proposals are expected to be issued

in early 2024. The Bank is assessing

its potential exposure to Pillar Two income taxes.

Other Tax Matters

The Canada Revenue Agency (CRA), Revenu

Québec Agency (RQA) and Alberta

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

interest deductions claimed by the Bank.

As at January 31, 2024, the CRA has reassessed

the Bank for $

1,661

million for the years 2011 to 2018, the RQA has

reassessed the Bank for $

million for the years 2011 to 2017, and the ATRA has reassessed the Bank for $

million for the years 2011 to 2018. In total, the

Bank has been reassessed for $

1,783

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 17: EARNINGS PER SHARE

Basic earnings per share is calculated by

dividing net income attributable to common

shareholders by the weighted-average number

of common shares

outstanding for the period.

Diluted earnings per share is calculated using

the same method as basic earnings per share

except that certain adjustments are made

to net income

attributable to common shareholders and

the weighted-average number of shares outstanding

for the effects of all dilutive potential common

shares that are

assumed to be issued by the Bank.

The following table presents the Bank’s basic and

diluted earnings per share for the three

months ended January 31, 2024 and January

31, 2023.

Basic and Diluted Earnings Per Share

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

2024

2023

Basic earnings per share

Net income attributable to common shareholders

2,750

1,498

Weighted-average number of common shares outstanding

(millions)

1,776.7

1,820.7

Basic earnings per share

(Canadian dollars)

1.55

0.82

Diluted earnings per share

Net income attributable to common shareholders

2,750

1,498

Net income available to common shareholders

including impact of dilutive securities

2,750

1,498

Weighted-average number of common shares outstanding

(millions)

1,776.7

1,820.7

Effect of dilutive securities

Stock options potentially exercisable (millions)

1.5

2.4

Weighted-average number of common shares outstanding

– diluted (millions)

1,778.2

1,823.1

Diluted earnings per share

(Canadian dollars)

1.55

0.82

Amounts for the three months ended January 31, 2023 have been restated for the adoption of IFRS 17. Refer to

Note 2 for details.

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.

For the three months ended January 31, 2023, the computation of diluted

earnings per share excluded average options outstanding of

3.7

million, with a weighted-average exercise price of $

93.69

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

of the Bank’s common shares.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 74

NOTE 18: PROVISIONS AND CONTINGENT

LIABILITIES

Other than as described below, there have been no new

significant events or transactions except as

previously identified in Note 26 of

the Bank’s 2023 Annual

Consolidated Financial Statements.

(a)

RESTRUCTURING

The Bank continued to undertake certain

measures in the first quarter of 2024 to reduce

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

measures, the Bank incurred $291 million

of restructuring charges. The restructuring

costs primarily relate to: (i) employee

severance and other personnel-related

costs recorded as provisions and (ii) real

estate optimization mainly recorded as a reduction

to land and buildings.

(b)

LEGAL AND REGULATORY MATTERS

Other than as described below, there have been no new

significant legal and regulatory matters,

and no significant developments to the matters

previously

identified in Note 26 of the Bank’s 2023 Annual

Consolidated Financial Statements.

In the ordinary course

of business, the Bank and

its subsidiaries are involved

in various legal

and regulatory actions, including

but not limited to civil

claims and

lawsuits, regulatory examinations,

investigations, audits, and requests

for information by governmental,

regulatory and self-regulatory

agencies and law

enforcement authorities in various

jurisdictions, in respect of our businesses

and compliance programs. The

Bank establishes provisions

when it becomes

probable that the Bank

will incur a loss and

the amount can be

reliably estimated. The Bank

also estimates the aggregate

range of reasonably possible

losses

(RPL) in its legal and regulatory

actions (that is, those which

are neither probable nor

remote), in excess of provisions.

As at January 31, 2024,

the Bank’s RPL is

from

zero

to approximately $

1.42

billion (October 31, 2023

– from

zero

to approximately $

1.44

billion). The Bank’s provisions

and RPL represent the

Bank’s best

estimates based upon currently

available information for

actions for which estimates

can be made, but

there are a number of

factors that could cause

the Bank’s

provisions and/or RPL to be

significantly different from its actual

or RPL. For example,

the Bank’s estimates involve

significant judgment due to

the varying stages

of the proceedings, the

existence of multiple defendants

in many proceedings

whose share of liability

has yet to be

determined, the numerous

yet-unresolved

issues in many of the

proceedings, some of

which are beyond the Bank’s

control and/or involve novel legal

theories and interpretations, the attendant

uncertainty

of the various potential outcomes

of such proceedings, and the fact

that the underlying matters will change

from time to time. In addition,

some actions seek very

large or indeterminate damages.

The Bank and certain of its subsidiaries have

been responding to inquiries from, and

cooperating with, the Securities and Exchange

Commission (SEC) and the

Commodity Futures Trading Commission (CFTC) concerning

compliance with records preservation

requirements relating to business communications

exchanged

on unapproved electronic channels. The Bank

is engaged in settlement discussions

with the SEC and CFTC and anticipates

that resolution will include penalties.

The SEC and CFTC have conducted similar

investigations at other financial institutions.

In management’s opinion, based on its current

knowledge and after consultation with counsel,

the ultimate disposition of these actions,

individually or in the

aggregate, will not have a material adverse

effect on the consolidated financial condition

or the consolidated cash flows of the Bank.

However, because of the

factors listed above, as well as other uncertainties

inherent in litigation and regulatory matters,

there is a possibility that the ultimate resolution

of legal or regulatory

actions may be material to the Bank’s consolidated

results of operations for any particular reporting

period.

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 75

NOTE 19: SEGMENTED INFORMATION

For management reporting purposes, the Bank reports

its results from business operations and

activities under four key business segments:

Canadian Personal

and Commercial Banking, U.S. Retail, Wealth

Management and Insurance, and Wholesale

Banking. The Bank’s other activities are grouped

into the Corporate

segment.

Canadian Personal and Commercial

Banking provides financial products and services

to personal, small business and commercial

customers, and includes

TD Auto Finance Canada. U.S. Retail is

comprised of personal and business banking

in the U.S., TD Auto Finance U.S., the

U.S. wealth business,

as well as the

Bank’s equity investment in Schwab. Wealth Management

and Insurance includes the Canadian wealth

business which provides investment products

and services

to institutional and retail investors, and the insurance

business which provides property and

casualty insurance, as well as life and health insurance

products to

customers across Canada. Effective the first quarter

of 2024, certain asset management businesses

which were previously reported in the

U.S. Retail segment are

now reported in the Wealth Management and

Insurance segment. Comparative period information

has been adjusted to reflect the new alignment.

Wholesale

Banking provides a wide range of capital

markets, investment banking, and corporate

banking products and services,

including underwriting and distribution

of new

debt and equity issues, providing advice

on strategic acquisitions and divestitures, and

meeting the daily trading, funding, and investment

needs of the Bank’s

clients. The Corporate segment includes the

effects of certain asset securitization programs,

treasury management, elimination of taxable

equivalent adjustments

and other management reclassifications,

corporate level tax items, and residual

unallocated revenue and expenses.

The following table summarizes the segment

results for the three months ended January

31, 2024 and January 31, 2023.

Results by Business Segment

1,2

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Commercial Banking

U.S. Retail

and Insurance

Wholesale Banking

Corporate

Total

For the three months ended January 31

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

3,833

3,539

2,899

3,167

285

283

198

525

273

219

7,488

7,733

Non-interest income (loss)

1,051

1,050

604

560

2,850

2,632

1,582

820

139

(594)

6,226

4,468

Total revenue

4,884

4,589

3,503

3,727

3,135

2,915

1,780

1,345

412

(375)

13,714

12,201

Provision for (recovery of)

credit losses

423

327

385

200

–

183

131

1,001

690

Insurance service expenses

–

1,366

1,164

–

1,366

1,164

Non-interest expenses

1,984

1,863

2,410

2,040

1,047

1,009

1,500

883

1,089

2,317

8,030

8,112

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,477

2,399

708

1,487

722

742

270

430

(860)

(2,823)

3,317

2,235

Provision for (recovery of)

income taxes

692

670

(5)

204

167

188

(285)

(222)

634

939

Share of net income from

investment in Schwab

4,5

–

194

301

–

(53)

(16)

141

285

Net income (loss)

1,785

1,729

907

1,584

555

554

205

331

(628)

(2,617)

2,824

1,581

Amounts for the three months ended January 31, 2023 have been restated for the adoption of IFRS 17. Refer to

Note 2 for details.

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

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

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

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

credit losses attributable to the Bank under the agreements.

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

reflected in Wholesale Banking is reversed in the Corporate

segment.

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

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

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

special assessment charge are recorded in the Corporate segment.

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

Note 7 for further details.

Total Assets by Business Segment

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at January 31, 2024

Total assets

565,310

546,140

22,522

652,260

124,660

1,910,892

As at October 31, 2023

Total assets

560,303

560,585

22,293

673,398

138,560

1,955,139

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

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 76

NOTE 20: 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, 2024

January 31, 2023

Measured at amortized cost

19,566

15,528

Measured at FVOCI – Debt instruments

933

720

20,499

16,248

Measured or designated at FVTPL

2,250

1,756

Measured at FVOCI – Equity instruments

Total

22,813

18,056

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

January 31, 2024

January 31, 2023

Measured at amortized cost

12,192

8,671

Measured or designated at FVTPL

3,133

1,652

Total

15,325

10,323

Interest expense is calculated using EIRM.

NOTE 21: 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

% 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, 2024.

The following table summarizes the Bank’s regulatory

capital positions as at January 31, 2024 and October 31, 2023.

The impact to CET1 capital upon adoption

of IFRS 17 is immaterial to the Bank.

Regulatory Capital Position

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

2024

2023

Capital

Common Equity Tier 1 Capital

80,679

82,317

Tier 1 Capital

91,154

92,752

Total Capital

101,789

103,648

Risk-weighted assets used in the calculation

of capital ratios

579,424

571,161

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

13.9

14.4

Tier 1 Capital ratio

15.7

16.2

Total Capital ratio

17.6

18.1

Leverage ratio

4.4

TLAC Ratio

30.8

32.7

TLAC Leverage Ratio

8.6

8.9

TD BANK GROUP • FIRST QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 77

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

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

29, 2024.

The call will be audio webcast live through

TD’s website at

8:30 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for 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 29, 2024, in advance of the call.

A listen-only telephone line

is available at 416-641-6150 or 1-866-696-5894

(toll free) and the passcode is 2727354#.

The audio webcast and presentations will be

archived at www.td.com/investor.

Replay of the teleconference will be available

from 5:00 p.m. ET on

February 29, 2024, until 11:59 p.m. ET on

March 15, 2024, by calling 905-694-9451 or 1-800-408-3053

(toll free). The passcode is 7300743#.

Annual Meeting

Thursday, April 18, 2024

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, 2024

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

requirements on all its outstanding preferred

shares and other equity instruments in respect

of the twelve months

ended January 31, 2024 and adjusted to a before-tax

equivalent using an effective tax rate of 20.1%

for the twelve months ended January 31,

2024, amounted to

$691.1 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 $1,085.8 million

for the twelve months ended

January 31, 2024.

The Bank’s reported net income, before interest

on subordinated debt and liabilities

for preferred shares and capital trust securities

and income

taxes was $14,393 million for the twelve

months ended January 31, 2024,

which was 13.3 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, 2024, was $17,389

million, which was 16.0 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 2024

MD&A

(available at www.td.com/investor and www.sedar.com), which are incorporated by reference,

for further explanation, reported basis results,

a list of the items of

note, and a reconciliation of adjusted to reported

results.

ex993

RETURN ON ASSETS, DIVIDEND PAYOUTS, AND EQUITY TO ASSETS RATIOS

For the three months ended

For the year ended

January 31, 2024

October 31, 2023

Return on Assets – reported

0.56

0.55

0.52

Return on Assets – adjusted

0.73

0.68

0.75

Dividend Payout Ratio – reported

65.8

64.9

69.5

Dividend Payout Ratio – adjusted

50.7

52.7

48.5

Equity to Asset Ratio

5.7

5.9

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

(IFRS), the current generally accepted accounting principles

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

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

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

performance. The Bank believes that non-GAAP financial measures

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

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

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

issuers. See “How We Performed” section of the Bank’s first quarter

2024 MD&A (available at www.td.com/investor and www.sedar.com),

which are incorporated by reference, for further explanation, reported basis results, a

list of the items of note, and a

reconciliation of adjusted to reported results.

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

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

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

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

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 1

TD Bank Group Reports First Quarter 2024 Results

Earnings News Release

•

Three months ended January 31, 2024

This quarterly Earnings News Release should

be read in conjunction with the Bank’s

unaudited first quarter 2024

Report to Shareholders for the three

months

ended January 31,

2024, prepared in accordance with International

Financial Reporting Standards (IFRS)

as issued by the International

Accounting Standards

Board (IASB), which is available on our website

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

This analysis is dated February 28, 2024.

Unless otherwise indicated, all amounts

are expressed in Canadian dollars, and have

been primarily derived from the Bank’s

Annual or Interim Consolidated Financial

Statements prepared in accordance

with IFRS. Certain comparative amounts

have been revised to conform to the presentation

adopted in the current period.

Additional information relating to the

Bank is available on the Bank’s website

at http://www.td.com,

as well as on SEDAR+

at http://www.sedar.com and on the U.S.

Securities and Exchange

Commission’s (SEC) website at http://www.sec.gov

(EDGAR filers section).

Reported results conform to generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted results

are non-GAAP financial measures.

For additional information about the Bank’s use

of non-GAAP financial measures, refer

to “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 $0.82.

●

Adjusted diluted earnings per share were

$2.00, compared with $2.23.

●

Reported net income was $2,824 million,

compared with $1,581 million.

●

Adjusted net income was $3,637 million,

compared with $4,154 million.

FIRST QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The first quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles of $94

million ($79 million after-tax or 4 cents

per share), compared with $54 million

($46 million after-tax or

3 cents per share) in the first quarter last

year.

●

Acquisition and integration charges related

to the Schwab transaction of $32 million

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

compared with

$34 million ($28 million after-tax or 2 cents

per share) in the first quarter last year.

●

Share of restructuring and other charges

from investment in Schwab of $49 million

(or 3 cents per share).

●

Restructuring charges of $291 million ($213

million after-tax or 12 cents per share).

●

Acquisition and integration charges related

to the Cowen acquisition of $117 million ($93 million

after-tax or 5 cents per share).

●

Impact from the terminated FHN acquisition-related

capital hedging strategy of $57 million

($43 million after-tax or 2 cents

per share).

●

FDIC special assessment of $411 million ($310 million after-tax

or 17 cents per share).

TORONTO

, February 29, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its financial

results for the first quarter ended January

31, 2024. Reported

earnings were $2.8 billion, up 79% compared

with the first quarter last year, and adjusted earnings were

$3.6 billion, down 12%.

“TD had a good start to the year, with revenue growth reflecting

higher fee-income from our markets-driven

businesses, including the contribution

from TD Cowen,

and higher volumes and deposit margins in

the Canadian Personal and Commercial

Bank,”

said Bharat Masrani, Group President and

Chief Executive Officer, TD

Bank Group. “Expense growth moderated

from last quarter as we made progress on

our restructuring initiatives,

delivering efficiencies across the Bank.”

Canadian Personal and Commercial

Banking delivered a strong quarter

supported by volume growth and margin

expansion

Canadian Personal and Commercial

Banking net income was $1,785 million, an

increase of 3% compared to the first quarter

last year. The increase reflects

revenue growth, partially offset by higher non-interest

expenses and provisions for credit losses

(PCL). Revenue was $4,884 million, an increase

of 6%, reflecting

8% growth in net interest income driven by

volume growth and margin expansion.

Canadian Personal and Commercial

Banking delivered another strong quarter

for New to Canada account openings and

continued momentum in credit cards. TD

launched the Low Rate Visa card, further enhancing

its award-winning line up of credit cards.

In addition, TD Auto Finance delivered

strong performance in prime

retail auto lending and accelerated acquisition

of dealer relationships in its commercial

business year-over-year. Small Business Banking helped

over

165,000 clients conveniently repay or refinance

Canada Emergency Business Account loans.

The U.S. Retail Bank delivered loan growth

and operating momentum in a challenging

environment

U.S. Retail reported net income of $907 million,

a decrease of 43% (43% in U.S. dollars)

compared with the first quarter last year. On an adjusted

basis, net

income was $1,217 million, a decline of 27%

(27% in U.S. dollars). TD Bank’s investment

in The Charles Schwab Corporation (“Schwab”)

contributed $194 million

in earnings, a decrease of 36% (35% 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

of $713 million (US$526 million), a decrease

of 44% (45% in U.S.

dollars) from the first quarter last year, primarily reflecting

the Federal Deposit Insurance Corporation

(FDIC) special assessment, lower revenue

and higher PCL.

On an adjusted basis net income was $1,023

million (US$752 million), a decrease of 25% (26%

in U.S. dollars) from the first quarter last

year.

The U.S. Retail Bank continued to deliver loan

growth while maintaining its through-the-cycle

underwriting standards, with total average

loan balances up 9%

compared with the first quarter last year

and up 2% from last quarter. Average deposit volumes declined

9% year-over-year and 1% quarter-over-quarter.

Excluding sweep deposits, total personal

and business deposit average balances

were down 2% year-over-year and flat quarter-over-quarter,

reflecting

competitive market conditions.

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

(TD AMCB) announced a three-year US$20

billion Community Impact Plan to support lending,

philanthropy, and banking access in diverse and underserved

communities across its footprint. TD AMCB

continued to deliver innovative solutions to

small

business

clients with the launch of Tap to Pay on iPhone and Zelle for Small Business,

offering enhanced convenience and payment

functionality.

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 2

Wealth Management and Insurance delivered

good performance reflecting the strength

of its diversified businesses

Wealth Management and Insurance net income

was $555 million, relatively flat compared

with the first quarter last year, as positive top-line

momentum was

partially offset by higher insurance service expenses.

This quarter’s revenue growth of 8%

reflected insurance premium growth

and higher fee-based revenue in

the asset management and advice-based

businesses.

This quarter, Wealth Management and Insurance’s investments in

client-centric innovation continued to

drive momentum and gain recognition.TD

Direct Investing

ranked as the #1 Direct Investing Brokerage

in Canada by the Globe and Mail for the

second consecutive year. Eighteen mutual funds and ETFs

managed by TD

Asset Management received 2023 FundGrade

A+ Awards by Fundata Canada Inc. for demonstrating

strong risk-adjusted performance relative

to industry peers,

underscoring the expertise of the Bank’s investment

teams.

Wholesale Banking delivered record

revenue

Wholesale Banking reported net income for

the quarter was $205 million, a decrease

of $126 million compared with the first quarter

last year, reflecting higher non-

interest expenses which include integration-related

costs of $117 million and a provision of $102 million taken in connection

with the industry-wide U.S. record

keeping matter, partially offset by higher revenues. On an adjusted

basis, net income was $298 million, a decrease

of $49 million or 14%. Revenue for the quarter

was $1,780 million, an increase of $435 million,

or 32%, compared with the first quarter

last year, reflecting the segment’s expanded capabilities

from the inclusion

of TD Cowen and strong performance across

Global Markets and Corporate and Investment

Banking.

This quarter, the Wholesale Bank continued to demonstrate its

leadership in Environmental, Social, and

Governance (ESG). TD Securities was

joint lead manager

on a 3-year (US$1.5 billion) Social Bond for

the International Finance Corporation (IFC)

to support low-income communities

in emerging markets. The transaction

represents IFC’s largest social bond ever issued.

TD Securities was also joint lead manager

on a new (AUD$1.5 billion) Green

Bond issued by KFW Development

Bank, the issuer’s largest ever transaction in the

Australian market.

Continuing to innovate for customers

The Bank continued to enhance TD Invent, its

enterprise approach to innovation, including

reaching a milestone with over 700 patents

across Canada and the

U.S. as of this quarter. For the third consecutive year, the Bank was recognized

by the Business Intelligence Group’s annual BIG

Innovation Awards, ranking

highest in the Organization and Product categories

for the TD Accessibility Adapter, a colleague-developed

browser plug-in that helps to make online experiences

more inclusive.

Capital

TD’s Common Equity Tier 1 Capital ratio was 13.9%.

Conclusion

“Looking ahead, TD is well-positioned from

both a capital and funding perspective,

with the capacity to continue to invest in our business

and return capital to

shareholders,”

said Masrani. “I want to thank our more than

95,000 TD bankers who continue to deliver

for our customers, communities, and shareholders.”

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

on page 3.

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 3

Caution Regarding Forward-Looking Statements

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

in this document, in other filings with Canadian regulators or the

United States (U.S.) Securities and Exchange Commission (SEC), and in other communications. In

addition, representatives of the Bank may make forward-looking statements orally to

analysts, investors, the media, and others. All such statements are made pursuant to the “safe harbour” provisions

of, and are intended to be forward-looking statements under,

applicable

Canadian and U.S. securities legislation, including the

U.S. Private Securities Litigation Reform Act of 1995

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

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

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

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

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

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

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

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

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

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

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

“target”, “will”, and “would” and similar expressions or variations thereof, or the negative thereof, but these terms

are not the exclusive means of identifying such statements.

By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to

inherent risks and uncertainties, general and specific. Especially in light of

the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and

uncertainties – many of which are beyond the Bank’s control and the

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

from the expectations expressed in the forward-looking statements. Risk factors that could cause,

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

commodity, foreign exchange, interest rate,

and credit spreads), operational (including

technology, cyber security,

and infrastructure), model, insurance, liquidity,

capital adequacy, legal, regulatory compliance and

conduct, reputational, environmental and social, and other

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

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

regulatory oversight and compliance risk;

the ability of the Bank to execute on long-term strategies, shorter-term key strategic priorities, including the successful

completion of acquisitions

and dispositions and integration of acquisitions,

the ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business

retention plans, and other

strategic plans; technology and cyber security risk (including cyber-attacks, data security breaches or technology

failures) on the Bank’s technologies, systems and networks, those of the

Bank’s customers (including their own devices), and third parties providing services to the Bank; model

risk; fraud activity; insider risk; the failure of third parties to comply with their

obligations to the Bank or its affiliates, including relating to the care and control of information, and other

risks arising from the Bank’s use of third parties; the impact of new and changes

to,

or application of, current laws,

rules and regulations, including without limitation tax laws, capital guidelines and liquidity regulatory

guidance; increased competition from incumbents and

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

environmental and social risk (including climate change);

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

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

exchange rates, interest rates, credit spreads and equity prices; the interconnectivity of Financial Institutions including

existing and potential international debt crises; increased funding

costs and market volatility due to market illiquidity and competition for funding; Interbank Offered Rate

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

standards, policies, and methods used by the Bank; the economic, financial, and other impacts of pandemics; and

the occurrence of natural and unnatural catastrophic events and claims

resulting from such events. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and

other factors could also adversely affect the Bank’s results. For more

detailed information, please refer to the “Risk Factors and Management” section of the 2023 MD&A, as may be

updated in subsequently filed quarterly reports to shareholders and news

releases (as applicable) related to any events or transactions discussed under the heading “Significant Events” in

the relevant MD&A, which applicable releases may be found on

www.td.com. All such factors, as well as other uncertainties and potential events,

and the inherent uncertainty of forward-looking statements, should be considered carefully

when making

decisions with respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank’s

forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set out

in the 2023 MD&A under the heading “Economic Summary and Outlook”,

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

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

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

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

filed quarterly reports to shareholders.

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

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

shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and

anticipated financial performance as at and for the periods ended on the dates

presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking

statements, whether written or oral, that may be made from time to

time by or on its behalf, except as required under applicable law.

TD BANK GROUP • FIRST QUARTER 2024 • 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

2024

2023

Results of operations

Total revenue – reported

13,714

13,178

12,201

Total revenue – adjusted

1,2

13,771

13,242

13,077

Provision for (recovery of) credit losses

1,001

878

690

Insurance service expenses (ISE)

1,366

1,346

1,164

Non-interest expenses – reported

8,030

7,628

8,112

Non-interest expenses – adjusted

1,2

7,125

6,988

6,337

Net income – reported

2,824

2,866

1,581

Net income – adjusted

1,2

3,637

3,485

4,154

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

904.3

895.9

836.7

Total assets

1,910.9

1,955.1

1,926.6

Total deposits

1,181.3

1,198.2

1,220.6

Total equity

112.4

112.1

112.0

Total risk-weighted assets

579.4

571.2

531.6

Financial ratios

Return on common equity (ROE) – reported

1,4

10.9

10.5

5.9

Return on common equity – adjusted

1,2

14.1

12.9

16.1

Return on tangible common equity (ROTCE)

1,2,4

14.9

14.3

8.0

Return on tangible common equity – adjusted

1,2

18.7

17.1

21.1

Efficiency ratio – reported

1,4

58.6

57.9

66.5

Efficiency ratio – adjusted, net of ISE

1,2,4,5

57.4

58.7

53.2

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.44

0.39

0.32

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

1.55

1.48

0.82

Diluted

1.55

1.48

0.82

Dividends per share

1.02

0.96

Book value per share

57.34

56.56

55.07

Closing share price

81.67

77.46

92.06

Shares outstanding (millions)

Average basic

1,776.7

1,806.3

1,820.7

Average diluted

1,778.2

1,807.8

1,823.1

End of period

1,772.1

1,790.7

1,828.9

Market capitalization (billions of Canadian dollars)

144.7

138.7

168.4

Dividend yield

4.9

4.7

4.3

Dividend payout ratio

65.7

64.6

116.6

Price-earnings ratio

1,4

13.1

14.0

11.1

Total shareholder return (1 year)

(6.9)

(5.7)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

Basic

2.01

1.82

2.24

Diluted

2.00

1.82

2.23

Dividend payout ratio

50.7

52.4

42.9

Price-earnings ratio

10.6

9.8

10.8

Capital ratios

Common Equity Tier 1 Capital ratio

13.9

14.4

15.5

Tier 1 Capital ratio

15.7

16.2

17.5

Total Capital ratio

17.6

18.1

19.9

Leverage ratio

4.4

4.8

TLAC ratio

30.8

32.7

36.6

TLAC Leverage ratio

8.6

8.9

9.9

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

adoption of IFRS 17,

Insurance Contracts

(IFRS 17). Refer to Note 2 of

the Bank’s first quarter 2024 Interim Consolidated Financial Statements for further details.

The Toronto-Dominion Bank (“TD”

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

GAAP, and refers to results

prepared in

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

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

and to measure overall Bank performance. To

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

We Performed” section of this document

for further explanation, a list of the items of note, and a reconciliation of adjusted to reported results. Non-GAAP financial

measures and ratios used in this document are not defined terms

under IFRS and, therefore, may not be comparable to similar terms used by other issuers.

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 2024 MD&A for further details.

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

by reference.

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 2024:

$12,405 million, Q4 2023: $11,896 million, Q1 2023: $11,913

million. Effective the first quarter of 2024, the composition of this non-GAAP ratio

and the comparative amounts have been

revised.

Toronto Stock Exchange closing market

price.

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 5

SIGNIFICANT EVENTS

Restructuring Charges

The Bank continued to undertake certain

measures in the first quarter of 2024 to reduce

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

measures, the Bank incurred $291 million

of restructuring charges which primarily

relate to employee severance and other personnel-related

costs and real estate

optimization.

The Bank continues to expect to incur restructuring

charges in the first half of calendar 2024

that are of a similar magnitude to the restructuring

charges incurred in the fourth quarter of 2023.

Federal Deposit Insurance Corporation

Special Assessment

On November 16, 2023, the FDIC announced

a final rule that implements a special assessment

to recover the losses to the Deposit Insurance

Fund arising from

the protection of uninsured depositors during

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

The FDIC special assessment resulted in the recognition

of $411 million

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

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

On February 23, 2024, the FDIC notified

all institutions subject to

the special assessment that its estimate of

total losses has increased compared to

the amount communicated with the final rule

in November 2023. The FDIC

plans to provide institutions subject to

the special assessment an updated estimate

with its first quarter 2024 special assessment

invoice, to be released in June

At this time, it is not known what the

final FDIC special assessment will be, but

the Bank expects the FDIC special assessment

to increase.

HOW WE PERFORMED

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS and refers to results prepared

in accordance with IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are

historical, non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

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

for “items of note” from reported

results. Items of note are items which

management does not believe are indicative of

underlying business performance and are

disclosed in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective income

tax rate. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how management views the Bank’s performance.

Non-GAAP financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and

position, and capital management

measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present

the gross amount of revenue and PCL related

to these portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses

attributable to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

On October 6, 2020, the Bank acquired an approximately

13.5% stake in The Charles Schwab Corporation

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

acquisition of TD Ameritrade Holding Corporation

(“TD Ameritrade”) of which the Bank

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

On August 1, 2022,

the Bank sold 28.4 million non-voting common

shares of Schwab, at a price of US$66.53

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

billion), which reduced the

Bank’s ownership interest in Schwab to approximately

12.0%.

The Bank accounts for its investment in

Schwab using the equity method. The U.S.

Retail segment reflects the Bank’s share of

net income from its investment

in Schwab. The Corporate segment net income

(loss) includes amounts for amortization

of acquired intangibles, the acquisition

and integration charges related to

the Schwab transaction, and the Bank’s share of restructuring

and other charges incurred by Schwab.

The Bank’s share of Schwab’s earnings available to

common shareholders is reported with

a one-month lag. For further details, refer

to Note 7 of the Bank’s first quarter 2024

Interim Consolidated Financial

Statements.

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with an

initial expiration

date of July 1, 2031. Under the 2019 Schwab

IDA Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by up

to US$10 billion per year

(subject to certain limitations and adjustments),

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

requested some further operational flexibility

to allow for the

sweep deposit balances to fluctuate over

time, under certain conditions and subject to

certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”),

which replaced the

2019 Schwab IDA Agreement. Pursuant

to the 2023 Schwab IDA Agreement, the Bank

continues to make sweep deposit accounts

available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate obligation amounts

(FROA). Remaining deposits over

the minimum level of FROA are

designated as floating-rate obligations. In comparison

to the 2019 Schwab IDA Agreement, the 2023

Schwab IDA Agreement extends the initial

expiration date by

three years to July 1, 2034 and provides for

lower deposit balances in its first six years,

followed by higher balances in the later

years. Specifically, until

September 2025, the aggregate FROA

will serve as the floor. Thereafter, the floor will be set at US$60 billion. In addition,

Schwab has the option to buy down up

to $6.8 billion (US$5 billion)

of FROA by paying the Bank certain

fees in accordance with the 2023 Schwab

IDA Agreement, subject to certain limits. Refer

to the

“Related Party Transactions” section in the 2023

MD&A for further details.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $0.7

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

FROA buydown

allowance and paid $32 million (US$23 million)

in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement.

The fees are intended to

compensate the Bank for losses incurred

this quarter from discontinuing certain

hedging relationships, and for lost revenues.

The net impact is recorded in net

interest income.

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 6

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

2024

2023

Net interest income

7,488

7,494

7,733

Non-interest income

6,226

5,684

4,468

Total revenue

13,714

13,178

12,201

Provision for (recovery of) credit losses

1,001

878

690

Insurance service expenses

1,366

1,346

1,164

Non-interest expenses

8,030

7,628

8,112

Income before income taxes and share

of net income from

investment in Schwab

3,317

3,326

2,235

Provision for (recovery of) income taxes

634

616

939

Share of net income from investment in

Schwab

141

156

285

Net income – reported

2,824

2,866

1,581

Preferred dividends and distributions on other

equity instruments

196

Net income available to common shareholders

2,750

2,670

1,498

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

adoption of IFRS 17. Refer to Note 2 of the Bank’s first quarter 2024

Interim Consolidated Financial Statements for further details.

TD BANK GROUP • FIRST QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 7

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events” section.