The Toronto-Dominion Bank 6K 2024 Q2 TD Bank Group Reports Second Quarter 2024 Results | TD Filing

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TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports Second Quarter 2024 Results

Report to Shareholders

•

Three and six months ended April 30, 2024

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements and

related Notes prepared in accordance

with International Financial Reporting Standards

(IFRS) as issued by the International

Accounting Standards Board (IASB),

unless otherwise noted. Certain comparative

amounts have been revised to conform

with the presentation adopted in the current period.

Reported results conform with generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted measures are non-GAAP

financial

measures. For additional information about

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

refer to “Significant Events” and “Non-GAAP

and Other Financial

Measures” in the “How We Performed” section

of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter

last year:

●

Reported diluted earnings per share were

$1.35, compared with $1.69.

●

Adjusted diluted earnings per share were

$2.04, compared with $1.91.

●

Reported net income was $2,564 million,

compared with $3,306 million.

●

Adjusted net income was $3,789 million,

compared with $3,707 million.

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

30, 2024, compared with the corresponding

period last year:

●

Reported diluted earnings per share were

$2.89, compared with $2.52.

●

Adjusted diluted earnings per share were

$4.04, compared with $4.14.

●

Reported net income was $5,388 million,

compared with $4,887 million.

●

Adjusted net income was $7,426 million,

compared with $7,861 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles

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

4 cents per share), compared with $79

million ($67 million after-tax or

3 cents per share) in the second quarter

last year.

●

Acquisition and integration charges related

to the Schwab transaction of $21 million

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

compared with

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

per share) in the second quarter last year.

●

Restructuring charges of $165 million ($122

million after-tax or 7 cents per share).

●

Acquisition and integration charges related

to the Cowen acquisition of $102 million

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

compared with

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

per share) in the second quarter last year.

●

Impact from the terminated FHN acquisition-related

capital hedging strategy of $64 million

($48 million after-tax or 3 cents

per share), compared with

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

per share) in the second quarter last year.

●

Civil matter provision/Litigation settlement

of $274 million ($205 million after-tax

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

million after-

tax or 2 cents per share) in the second

quarter last year.

●

FDIC special assessment of $103 million ($77

million after-tax or 4 cents per share).

●

Provision for investigations related to the

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

after-tax or 35 cents per share).

TORONTO

, May 23, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its

financial results for the second quarter ended

April 30, 2024. Reported

earnings were $2.6 billion, down 22% compared

with the second quarter last year, and adjusted earnings

were $3.8 billion, up 2%.

“TD delivered strong second quarter results,

with earnings of $3.8 billion and solid momentum

across our franchise. We delivered significant

positive operating

leverage while continuing to invest in our business,

including our risk and control infrastructure,”

said Bharat Masrani, Group President

and Chief Executive Officer,

TD Bank Group.

Canadian Personal and Commercial

Banking delivered a strong quarter

driven by continued volume growth

and positive operating leverage

Canadian Personal and Commercial

Banking net income was $1,739 million, an

increase of 7% compared to the second quarter

last year. The increase reflects

revenue growth, partially offset by higher provisions

for credit losses and non-interest expenses.

Revenue was $4,839 million, an increase

of 10%, driven by

volume growth and margin expansion.

Canadian Personal and Commercial

Banking continued to build momentum, delivering

another strong quarter for New to Canada

account openings. TD increased

its support for international students with an

agreement with HDFC, India’s leading private

sector bank, to help attract new customers

with a simplified banking

experience. The Bank also established a new

collaboration with ApplyBoard, a Canadian

educational organization that helps international

students prepare their

finances to study in Canada. In addition,

TD Auto Finance was ranked #1 in Dealer Satisfaction

with Non-Prime and Prime Credit Non-Captive Automotive

Financing Lenders, according to the J.D.

Power 2024 Canada Dealer Financing

Satisfaction Study

The U.S. Retail Bank delivered operating

momentum with sequential earnings

and loan growth in a challenging environment

U.S. Retail reported net income was $580

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

(58% in U.S. dollars) compared

with the second quarter last year. On an

adjusted basis, net income was $1,272

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

TD Bank’s investment in The Charles Schwab

Corporation (“Schwab”)

contributed $183 million in earnings, a decrease

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

with the second quarter last year.

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

investment in Schwab, reported net income

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

of 66% (65% in U.S.

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

for investigations related to the Bank’s anti-money

laundering program and the Federal

Deposit Insurance Corporation (FDIC) Special

Assessment, partially offset by acquisition

and integration-related charges for the terminated

First Horizon

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

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 2

transaction in the second quarter last year. On an adjusted

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

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

U.S. dollars) from

the second quarter last year, primarily reflecting higher

PCL and lower revenue.

The U.S. Retail Bank continued to deliver loan

growth while maintaining its through-the-cycle

underwriting standards, with total average

loan balances up 7%

compared with the second quarter last

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

total personal and business deposit average

balances were

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

while quarter-over-quarter, personal and business deposit

average balances were flat. Overall,

the U.S. Retail Bank delivered balance sheet

stability in a challenging environment.

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

(TD AMCB) launched TD Complete Checking

and TD Early Pay, offering customers more flexible

banking options, including earlier access

to eligible direct deposits. TD AMCB surpassed

five million active mobile customers while continuing

to deliver new

features and capabilities that enhance

the customer experience. TD AMCB was

ranked 9

on Forbes’

list of

America’s Best Employers for Diversity 2024,

leading

its peers as the highest ranked financial institution.

Wealth Management and Insurance results reflect

strong business momentum

Wealth Management and Insurance net income

was $621 million, an increase of 19% compared

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

was partially offset by higher insurance service

expenses.

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

growth, and higher fee-based and

transaction revenue in the Wealth Management business.

Wealth Management and Insurance continued to invest

in client-centric innovation this quarter. TD Direct Investing

completed its migration of most active

traders

to the new TD Active Trader platform and TD Wealth Advice

continued to gain market share as it grows its

advisor network

. TD Asset Management launched

seven new actively managed fixed income

ETFs, showcasing the value of its proprietary

independent credit research capabilities, and

offering investors the

potential to earn a high rate of interest income.

In TD Insurance, Small Business Insurance

expanded its national reach to new customer

segments including

business professionals, healthcare, retail, small

manufacturing, and hospitality.

Wholesale Banking delivered record

revenue reflecting broad-based growth

across the business

Wholesale Banking reported net income for

the quarter was $361 million, an increase

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

revenues, partially offset by higher non-interest

expenses. On an adjusted basis, net income

was $441 million, an increase of $228

million, or 107%. Revenue for

the quarter was $1,940 million, an increase

of $523 million, or 37%, compared

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

revenue,

underwriting fees, and lending revenue.

On April 1, TD Securities and TD Cowen

achieved an important milestone

with the implementation of a unified Investment

Banking, Capital Markets and Research

platform, integrating coverage models and streamlining

delivery of capabilities for clients.

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

program

The Bank has been cooperating with U.S. regulators

and authorities in good faith for many months

and is working diligently to bring these

investigations to

resolution so that investors can have more

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

well underway, and will strengthen our program

globally.

Capital

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

Conclusion

“Our businesses in Canada, the United States

and across the globe are well-positioned

to continue to meet the needs of our nearly

28 million customers and

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

bankers for everything they do to deliver

for all of our stakeholders,”

added Masrani.

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

on page 4.

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 3

ENHANCED DISCLOSURE TASK FORCE

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

Stability

Board in 2012 to identify fundamental

disclosure principles,

recommendations and leading practices to enhance

risk disclosures of banks. The index below

includes the recommendations (as published

by the EDTF) and

lists the location of the related EDTF disclosures

presented in the second quarter 2024 Report

to Shareholders (RTS), Supplemental Financial

Information (SFI),

or Supplemental Regulatory Disclosures (SRD).

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

not and should not be considered incorporated

herein by reference

into the second quarter 2024 RTS,

Management’s Discussion and Analysis,

or the Interim Consolidated Financial Statements.

Certain disclosure references have

been made to the Bank’s

2023 Annual Report.

Type of

Risk

Topic

EDTF Disclosure

Page

RTS

Second

Quarter

2024

SFI

Second

Quarter

2024

SRD

Second

Quarter

2024

Annual Report

2023

General

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.

26-28, 80

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.

35-52, 60-64

Flow statement reconciling the movements of RWA by risk type.

17-18

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.

23-26, 61-69

21-36

1-5, 13, 17,

19-78

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.

24, 64-68

25, 29

60, 174-176

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

transactions.

53-54, 66-69

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 • SECOND 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 and six months ended April 30,

2024, compared with the corresponding periods

shown. This MD&A should be read in conjunction

with the Bank’s

unaudited Interim Consolidated Financial Statements

and related Notes included in this Report

to Shareholders and with the 2023 Consolidated

Financial

Statements and related Notes and 2023 MD&A.

This MD&A is dated May 22, 2024. Unless

otherwise indicated, all amounts are expressed

in Canadian dollars

and have been primarily derived from the

Bank’s 2023 Consolidated Financial Statements

and related Notes or Interim Consolidated

Financial Statements and

related Notes, prepared in accordance with

IFRS as issued by the IASB. Note that certain

comparative amounts have been revised

to conform with the

presentation adopted in the current period.

Additional information relating to the Bank, including

the Bank’s 2023 Annual Information Form, is available

on the

Bank’s website at http://www.td.com as well as on SEDAR+

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

filers section).

Caution Regarding Forward-Looking Statements

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

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

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

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

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

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

applicable

Canadian and U.S. securities legislation, including the

U.S. Private Securities Litigation Reform Act of 1995

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

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

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

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

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

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

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

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

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

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

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

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

are not the exclusive means of identifying such statements.

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

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

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

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

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

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

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

commodity, foreign exchange, interest rate,

and credit spreads), operational (including

technology, cyber security,

and infrastructure), model, insurance, liquidity,

capital adequacy, legal, regulatory compliance and

conduct, reputational, environmental and social, and other

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

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

regulatory oversight and compliance risk;

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

completion of acquisitions

and dispositions and integration of acquisitions,

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

retention plans, and other

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

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

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

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

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

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

to,

or application of, current laws,

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

guidance; increased competition from incumbents and

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

environmental and social risk (including climate change);

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

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

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

existing and potential international debt crises; increased funding

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

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

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

the occurrence of natural and unnatural catastrophic events and claims

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

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

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

updated in subsequently filed quarterly reports to shareholders and news

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

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

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

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

when making

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

forward-looking statements.

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

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

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

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

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

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

filed quarterly reports to shareholders.

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

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

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

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

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

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

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

This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors, on the Audit Committee’s recommendation, prior to its release.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 5

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Results of operations

Total revenue – reported

13,819

13,714

12,397

27,533

24,598

Total revenue – adjusted

1,2

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses (ISE)

1,248

1,366

1,118

2,614

2,282

Non-interest expenses – reported

8,401

8,030

6,756

16,431

14,868

Non-interest expenses – adjusted

1,2

7,084

7,125

6,462

14,209

12,799

Net income – reported

2,564

2,824

3,306

5,388

4,887

Net income – adjusted

1,2

3,789

3,637

3,707

7,426

7,861

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

928.1

904.3

849.6

928.1

849.6

Total assets

1,966.7

1,910.9

1,924.8

1,966.7

1,924.8

Total deposits

1,203.8

1,181.3

1,189.4

1,203.8

1,189.4

Total equity

112.0

112.4

116.2

112.0

116.2

Total risk-weighted assets

602.8

579.4

549.4

602.8

549.4

Financial ratios

Return on common equity (ROE) – reported

1,4

9.5

10.9

12.4

10.2

9.1

Return on common equity – adjusted

1,2

14.5

14.1

14.0

14.3

15.0

Return on tangible common equity (ROTCE)

1,2,4

13.0

14.9

16.5

13.9

12.3

Return on tangible common equity – adjusted

1,2

19.2

18.7

18.3

18.9

19.7

Efficiency ratio – reported

1,4

60.8

58.6

54.5

59.7

60.4

Efficiency ratio – adjusted, net of ISE

1,2,4,5

56.1

57.4

56.4

56.7

54.8

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.47

0.44

0.28

0.45

0.30

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

1.35

1.55

1.69

2.90

2.52

Diluted

1.35

1.55

1.69

2.89

2.52

Dividends per share

1.02

0.96

2.04

1.92

Book value per share

57.69

57.34

57.08

57.69

57.08

Closing share price

81.67

82.07

81.67

82.07

Shares outstanding (millions)

Average basic

1,762.8

1,776.7

1,828.3

1,769.8

1,824.4

Average diluted

1,764.1

1,778.2

1,830.3

1,771.2

1,826.6

End of period

1,759.3

1,772.1

1,838.5

1,759.3

1,838.5

Market capitalization (billions of Canadian dollars)

143.7

144.7

150.9

143.7

150.9

Dividend yield

5.1

4.9

4.5

5.0

4.4

Dividend payout ratio

75.6

65.7

56.7

70.3

76.2

Price-earnings ratio

1,4

13.8

13.1

10.4

13.8

10.4

Total shareholder return (1 year)

4.5

(6.9)

(7.5)

4.5

(7.5)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

Basic

2.04

2.01

1.91

4.05

4.15

Diluted

2.04

2.00

1.91

4.04

4.14

Dividend payout ratio

49.9

50.7

50.2

50.3

46.2

Price-earnings ratio

10.5

10.6

9.8

10.5

9.8

Capital ratios

Common Equity Tier 1 Capital ratio

13.4

13.9

15.3

13.4

15.3

Tier 1 Capital ratio

15.1

15.7

17.3

15.1

17.3

Total Capital ratio

17.1

17.6

19.7

17.1

19.7

Leverage ratio

4.3

4.4

4.6

4.3

4.6

TLAC ratio

30.6

30.8

34.2

30.6

34.2

TLAC Leverage ratio

8.7

8.6

9.0

8.7

9.0

For the three and six months ended April

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

Insurance Contracts

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

quarter 2024 Interim Consolidated Financial Statements for further details.

The Toronto-Dominion Bank (“TD” or the

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

and refers to results prepared in

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

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

and to measure overall Bank performance. To

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

Events” and “How We Performed”

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

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

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

issuers.

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 –

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

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

of 2024, the composition

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

Toronto Stock Exchange closing market

price.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT EVENTS

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

In the second quarter of 2024, the Bank recorded

an initial provision of $615 million (US$450

million) in connection with discussions

with one of its U.S. regulators,

related to previously disclosed regulatory and

law enforcement investigations of the

Bank’s U.S.

Bank Secrecy Act

(BSA)/Anti-Money Laundering (AML)

program.

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

second quarter

2024 Interim Consolidated Financial

Statements.

Restructuring Charges

The Bank continued to undertake certain

measures in the second quarter of 2024 to reduce

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

measures, the Bank incurred $165 million

of restructuring charges which primarily

relate to employee severance and other

personnel-related costs and real estate

optimization. Next quarter, we expect to incur additional restructuring

charges of approximately $50 million, and

to conclude our restructuring program.

c) Federal Deposit Insurance Corporation Special

Assessment

On November 16, 2023, the FDIC announced

a final rule that implements a special assessment

to recover the losses to the Deposit Insurance

Fund arising from

the protection of uninsured depositors during

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

The special assessment resulted in the recognition

of $411 million

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

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

On February 23, 2024, the FDIC notified

all institutions subject to the special assessment

that its estimate of total losses has increased

compared to the amount

communicated with the final rule in November

2023. Accordingly, the Bank recognized an additional expense

for the special assessment of $103 million

(US$75 million)

in the second quarter of the Bank’s

fiscal 2024. The final amount of the Bank’s special

assessment may be further updated as

the FDIC

determines the actual losses to the Deposit

Insurance Fund. The FDIC plans

to provide institutions subject to the special

assessment with an updated estimate

with its first quarter 2024 special assessment

invoice, to be released in June 2024.

HOW WE PERFORMED

CORPORATE OVERVIEW

The Toronto-Dominion Bank and its subsidiaries are collectively known

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

TD is the sixth largest bank in North

America by

assets and serves more than 27.5 million customers

in four key businesses operating in a number

of locations in financial centres around

the globe: Canadian

Personal and Commercial Banking, including

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

Retail, including TD Bank, America’s Most Convenient

Bank

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

an investment in The Charles Schwab

Corporation; Wealth Management and Insurance, including

TD Wealth

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

and Wholesale Banking, including TD Securities

and TD Cowen. TD also ranks among

the world’s leading

online financial services firms, with more

than 17 million active online and mobile customers.

TD had $1.97 trillion in assets on April 30,

2024. The Toronto-

Dominion Bank trades under the symbol “TD”

on the Toronto and New York Stock Exchanges.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS and refers to results prepared

in accordance with IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are

historical, non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

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

for “items of note” from reported

results. Items of note are items which

management does not believe are indicative of

underlying business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective income

tax rate. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how management views the Bank’s performance.

Non-GAAP financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and

position, and capital management

measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

comprised of agreements with certain

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

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present

the gross amount of revenue and PCL related

to these portfolios in the Bank’s

Interim Consolidated Statement of Income. At

the segment level, the retailer program partners’

share of revenues and credit losses is presented

in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses

attributable to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

On October 6, 2020, the Bank acquired an approximately

13.5% stake in The Charles Schwab Corporation

(“Schwab”) following the completion of

Schwab’s

acquisition of TD Ameritrade Holding Corporation

(“TD Ameritrade”) of which the Bank

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

On August 1, 2022,

the Bank sold 28.4 million non-voting common

shares of Schwab, at a price of US$66.53

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

billion), which reduced the

Bank’s ownership interest in Schwab to approximately

12.0%.

The Bank accounts for its investment in

Schwab using the equity method. The U.S.

Retail segment reflects the Bank’s share of

net income from its investment

in Schwab. The Corporate segment net income

(loss) includes amounts for amortization

of acquired intangibles, the acquisition

and integration charges related to

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

and other charges incurred by Schwab.

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

common shareholders is reported with

a one-month lag. For further details, refer

to Note 7 of the Bank’s second quarter 2024 Interim

Consolidated Financial

Statements.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 7

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

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

initial expiration

date of July 1, 2031. Under the 2019 Schwab

IDA Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by up

to US$10 billion per year

(subject to certain limitations and adjustments),

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

requested some further operational flexibility

to allow for the

sweep deposit balances to fluctuate over

time, under certain conditions and subject to

certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”),

which replaced the

2019 Schwab IDA Agreement. Pursuant

to the 2023 Schwab IDA Agreement, the Bank

continues to make sweep deposit accounts

available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate obligation amounts

(FROA). Remaining deposits over

FROA are designated as floating-

rate obligations. In comparison to the 2019

Schwab IDA Agreement, the 2023 Schwab

IDA Agreement extends the initial expiration

date by three years to

July 1, 2034 and provides for lower deposit balances

in its first six years,

followed by higher balances in the later

years. Specifically, until September 2025, the

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

billion. In addition, Schwab has the option

to buy down up to $6.8 billion

(US$5 billion)

of FROA by paying the Bank certain

fees in accordance with the 2023 Schwab

IDA Agreement, subject to certain limits.

Refer to the “Related Party

Transactions” section in the 2023 MD&A for further details.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $0.7

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

FROA buydown

allowance and paid $32 million (US$23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By the

end of the first quarter

of 2024, Schwab had completed its buy down

of the full US$5 billion FROA buydown

allowance and had paid a total of $337

million (US$250 million) in termination

fees to the Bank. The fees were intended to

compensate the Bank for losses incurred

from discontinuing certain hedging relationships

and for lost revenues. The

net impact was recorded in net interest income.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Net interest income

7,465

7,488

7,428

14,953

15,161

Non-interest income

6,354

6,226

4,969

12,580

9,437

Total revenue

13,819

13,714

12,397

27,533

24,598

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

8,401

8,030

6,756

16,431

14,868

Income before income taxes and share

of net income from

investment in Schwab

3,099

3,317

3,924

6,416

6,159

Provision for (recovery of) income taxes

729

634

859

1,363

1,798

Share of net income from investment in

Schwab

194

141

241

335

526

Net income – reported

2,564

2,824

3,306

5,388

4,887

Preferred dividends and distributions on other

equity instruments

190

210

264

293

Net income available to common shareholders

2,374

2,750

3,096

5,124

4,594

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

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

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 8

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events” or “How We

Performed”

sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Operating results – adjusted

Net interest income

7,529

7,545

7,610

15,074

15,472

Non-interest income

1,2,3

6,354

6,226

4,960

12,580

10,175

Total revenue

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

2,4

7,084

7,125

6,462

14,209

12,799

Income before income taxes and share

of net income from

investment in Schwab

4,480

4,279

4,391

8,759

9,277

Provision for income taxes

920

872

967

1,792

2,027

Share of net income from investment in

Schwab

229

230

283

459

611

Net income – adjusted

3,789

3,637

3,707

7,426

7,861

Preferred dividends and distributions on other

equity instruments

190

210

264

293

Net income available to common shareholders

– adjusted

3,599

3,563

3,497

7,162

7,568

Pre-tax adjustments for items of note

Amortization of acquired intangibles

(72)

(94)

(79)

(166)

(133)

Acquisition and integration charges related

to the Schwab transaction

4,5

(21)

(32)

(30)

(53)

(64)

Share of restructuring and other charges

from investment in Schwab

–

(49)

–

(49)

–

Restructuring charges

(165)

(291)

–

(456)

–

Acquisition and integration-related charges

(102)

(117)

(73)

(219)

(94)

Charges related to the terminated First

Horizon (FHN) acquisition

–

(154)

–

(260)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(64)

(57)

(134)

(121)

(1,010)

Civil matter provision/Litigation settlement

(274)

–

(39)

(274)

(1,642)

FDIC special assessment

(103)

(411)

–

(514)

–

Provision for investigations related to the

Bank’s AML program

(615)

–

(615)

–

Less: Impact of income taxes

Amortization of acquired intangibles

(10)

(15)

(12)

(25)

(20)

Acquisition and integration charges related

to the Schwab transaction

(5)

(6)

(4)

(11)

(10)

Restructuring charges

(43)

(78)

–

(121)

–

Acquisition and integration-related charges

(22)

(24)

(10)

(46)

(15)

Charges related to the terminated FHN acquisition

–

(38)

–

(64)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(16)

(14)

(33)

(30)

(249)

Civil matter provision/Litigation settlement

(69)

–

(11)

(69)

(456)

FDIC special assessment

(26)

(101)

–

(127)

–

Canada Recovery Dividend (CRD) and

federal tax rate

increase for fiscal 2022

–

585

Total adjustments for items of note

(1,225)

(813)

(401)

(2,038)

(2,974)

Net income available to common shareholders

– reported

2,374

2,750

3,096

5,124

4,594

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

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

to-market gains (losses) on interest rate swaps recorded in non-interest income – Q2 2023: ($263) million,

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

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

2023: $122 million, and iii) interest income (expense) recognized on the

interest rate swaps, reclassified from non-interest income to net interest income with no impact to total adjusted

net income – Q2 2023: $311 million, Q1 2023: $251

million. After the

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

– Q2 2024: ($64)

million, Q1 2024: ($57) million.

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

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

Consolidated Financial Statements for further details.

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

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

loss and is reported in the Corporate segment.

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

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

$24 million, reported in the Corporate segment;

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

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

reported

in the Corporate segment;

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

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

iv. Acquisition and integration-related

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

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

v. Charges related to the terminated

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

segment;

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

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

litigation settlement, reported in the

Corporate segment;

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

million,

reported in the U.S. Retail segment; and

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

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

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

The earnings impact of these items is reported in the Corporate

segment:

i. Amortization of Schwab-related acquired intangibles – Q2 2024: $30 million, Q1

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

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

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

Q2 2023: $12 million,

Q1 2023: $13 million;

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

$27 million;

and

iv. The Bank’s share

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

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

combinations, including the after-tax amounts for amortization of

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

Refer to footnotes 4 and 5 for amounts.

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

reported in the Corporate segment.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Basic earnings per share – reported

1.35

1.55

1.69

2.90

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Basic earnings per share – adjusted

2.04

2.01

1.91

4.05

4.15

Diluted earnings per share – reported

1.35

1.55

1.69

2.89

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Diluted earnings per share – adjusted

2.04

2.00

1.91

4.04

4.14

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

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

Consolidated Financial Statements for further details.

TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Schwab

Wholesale Banking related intangibles

Other

Included as items of note

141

113

Software and asset servicing rights

104

200

182

Amortization of intangibles, net of income

taxes

166

175

159

341

295

Included in Share of net income from investment in Schwab.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

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

ROE for the business segments is calculated

as the segment net income attributable

to common shareholders as a percentage of average

allocated capital. The

Bank’s methodology for allocating capital to its

business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated

to the business segments was increased

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

compared with 11% in fiscal 2023.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Average common equity

101,137

100,269

102,800

100,573

101,750

Net income available to common shareholders

– reported

2,374

2,750

3,096

5,124

4,594

Items of note, net of income taxes

1,225

813

401

2,038

2,974

Net income available to common shareholders

– adjusted

3,599

3,563

3,497

7,162

7,568

Return on common equity – reported

9.5

10.9

12.4

10.2

9.1

Return on common equity – adjusted

14.5

14.1

14.0

14.3

15.0

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

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

Consolidated Financial Statements for further details.

Return on Tangible Common Equity

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

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

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

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 10

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Average common equity

101,137

100,269

102,800

100,573

101,750

Average goodwill

18,380

18,208

17,835

18,322

17,713

Average imputed goodwill and intangibles on

investments in Schwab

6,051

6,056

6,142

6,062

6,163

Average other acquired intangibles

574

615

583

595

525

Average related deferred tax liabilities

(228)

(231)

(210)

(230)

(195)

Average tangible common equity

76,360

75,621

78,450

75,824

77,544

Net income available to common shareholders

– reported

2,374

2,750

3,096

5,124

4,594

Amortization of acquired intangibles, net of income

taxes

141

113

Net income available to common shareholders

adjusted for

amortization of acquired intangibles,

net of income taxes

2,436

2,829

3,163

5,265

4,707

Other items of note, net of income taxes

1,163

734

334

1,897

2,861

Net income available to common shareholders

– adjusted

3,599

3,563

3,497

7,162

7,568

Return on tangible common equity

13.0

14.9

16.5

13.9

12.3

Return on tangible common equity – adjusted

19.2

18.7

18.3

18.9

19.7

Excludes intangibles relating to software and asset servicing rights.

For the three and six months ended April

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

second quarter 2024 Interim

Consolidated Financial Statements for further details.

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

The following table reflects the estimated impact

of foreign currency translation on key

U.S. Retail segment income statement items.

The impact is calculated as

the difference in translated earnings using the average

U.S. to Canadian dollars exchange rates in the

periods noted.

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

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30, 2024 vs.

April 30, 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

For the six months ended

April 30

2024

2023

2024

2023

U.S. dollar

0.737

0.739

0.738

0.740

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 second quarter of 2024. Shareholder

performance indicators help guide and

benchmark the

Bank’s accomplishments. For the purposes of

this analysis, the Bank utilizes adjusted earnings,

which excludes items of note from the reported

results that are

prepared in accordance with IFRS. Reported

and adjusted results and items of note are

explained in “Non-GAAP and Other Financial

Measures” in the “How We

Performed” section of this document.

●

Adjusted diluted EPS for the six months ended

April 30, 2024, decreased 2% from

the same period last year.

●

Adjusted ROTCE for the six months ended

April 30, 2024, was 18.9%.

●

For the twelve months ended April 30, 2024,

the total shareholder return was 4.5%

compared to the Canadian peer

average of 7.2%.

Net Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported net income for the quarter was $2,564

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

with the second quarter last year, primarily reflecting

the

impact of the provision for investigations related

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

expenses, higher PCL, impact of a civil

matter provision, and

restructuring charges, partially offset by higher

revenues. On an adjusted basis, net income

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

of $82 million, or 2%.

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

The Bank of Nova Scotia.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 11

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $826

million and in the Corporate segment of $338

million, partially offset

by increases in Wholesale Banking of

$211 million, in Canadian Personal and Commercial Banking

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

$97 million.

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported net income

for the quarter decreased $260 million, or

9%, compared with the prior quarter, primarily reflecting

the impact of the provision for

investigations related to the Bank’s AML program

and the impact of a civil matter provision,

partially offset by a lower FDIC special assessment,

lower restructuring

charges, lower insurance service expenses and

higher revenues. Adjusted net income

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

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $327

million, in the Corporate segment of $109

million, and in Canadian

Personal and Commercial Banking of

$46 million, partially offset by increases in

Wholesale Banking of $156 million and in

Wealth Management and Insurance of

$66 million.

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

Reported net income of $5,388 million increased

$501 million, or 10%, compared with the

same period last year. The increase reflects higher revenues and

the

prior period impacts of the Stanford litigation

settlement, the terminated FHN acquisition-related

capital hedging strategy and the provision

for income taxes in

connection with the CRD and increase in

the Canadian federal tax rate for fiscal

2022, partially offset by higher non-interest expenses,

the impact of the provision

for investigations related to the Bank’s AML program,

higher PCL, and FDIC special assessment.

Adjusted net income was $7,426 million,

a decrease of

$435 million, or 6%.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $1,651 million, in Canadian Personal and

Commercial Banking

of $170 million, in Wealth Management and Insurance

of $98 million, and in Wholesale Banking

of $85 million, partially offset by a decrease

in U.S. Retail of

$1,503 million.

Net Interest Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported net interest income for the quarter

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

compared with the second quarter last

year, primarily reflecting higher

volumes and margins in Canadian Personal

and Commercial Banking, partially offset

by lower net interest income in Wholesale

Banking. On an adjusted basis,

net interest income was $7,529 million, a

decrease of $81 million, or 1%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of

$435 million, in the Corporate

segment of $58 million, and in Wealth Management

and Insurance of $46 million, partially offset

by decreases in Wholesale Banking of $309

million and in

U.S. Retail of $193 million.

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported net interest income for the quarter

decreased $23 million, compared with

the prior quarter, primarily reflecting fewer

days in the second quarter, partially

offset by higher volumes and margins in Canadian

Personal and Commercial Banking. On

an adjusted basis, net interest income decreased

$16 million.

By segment, the decrease in reported net interest

income reflects decreases in U.S. Retail of

$58 million, in Canadian Personal and Commercial

Banking of

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

partially offset by increases in the Corporate

segment of $46 million and in Wealth Management

and Insurance

of $19 million.

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

Reported net interest income was $14,953 million,

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

with the same period last year, reflecting lower

net interest income

in Wholesale Banking and lower volumes and

margins in U.S. Retail, partially offset by

higher volumes and margins in Canadian

Personal and Commercial

Banking, impact from the terminated

FHN acquisition-related capital hedging

strategy, and higher deposit margins in

Wealth Management. On an adjusted basis,

net interest income was $15,074

million, a decrease of $398 million, or

3%.

By segment, the decrease in reported net interest

income reflects decreases in Wholesale

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

of $461 million, partially

offset by increases in Canadian Personal

and Commercial Banking of $729 million, in

the Corporate segment of $112 million,

and in Wealth Management and

Insurance of $48 million.

Non-Interest Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported non-interest income for the quarter

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

million, or 28%. For both reported and adjusted

non-interest income, the

increase primarily reflected higher trading-related

revenue, underwriting fees, and lending

fees in Wholesale Banking, higher insurance premiums,

higher fee-

based revenue commensurate with market

growth and transaction revenue in

Wealth Management, and higher revenue from

treasury and balance sheet

management activities.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $832 million, in Wealth Management

and Insurance of

$267 million, in the Corporate segment

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

million. Canadian Personal and Commercial Banking

non-interest income was flat

compared with the second quarter last

year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Non-interest income for the quarter increased

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

quarter, primarily reflecting higher underwriting

and advisory fees, and

the net change in fair value of loan underwriting

commitments in Wholesale Banking.

By segment, the increase in non-interest income

reflects increases in Wholesale Banking

of $169 million, in the Corporate segment

of $21 million, and in U.S.

Retail of $2 million, partially offset by decreases

in Wealth Management and Insurance of

$40 million and in Canadian Personal

and Commercial Banking of

$24 million.

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

Reported non-interest income was $12,580

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

compared with the same period last year, primarily reflecting

higher

trading-related revenue, underwriting fees, lending

fees, and equity commissions in

Wholesale Banking, the prior period impact of

the terminated FHN acquisition-

related capital hedging strategy, higher insurance

premiums, higher fee-based revenue

commensurate with market growth in

Wealth Management, and higher

revenue from treasury and balance sheet management

activities. Adjusted non-interest income

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

million, or 24%.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $1,594 million, in the Corporate

segment of $936 million, in

Wealth Management and Insurance of $485 million,

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

Canadian Personal and Commercial Banking

of $1 million.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 12

Provision for Credit Losses

Quarterly comparison – Q2 2024 vs. Q2 2023

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

of $472 million compared with the

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

an increase of

$319 million, or 58%, reflecting credit migration

in the consumer and commercial lending portfolios.

PCL – performing was $201 million, an increase

$153 million. The performing provisions this

quarter largely reflect current credit

conditions including some credit migration,

and volume growth. Total PCL for the

quarter as an annualized percentage of

credit volume was 0.47%.

By segment, PCL was higher by $220

million in Canadian Personal and Commercial

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

million in Wholesale

Banking, by $20 million in the Corporate segment,

and lower by $1 million in Wealth Management

and Insurance.

Quarterly comparison – Q2 2024 vs. Q1 2024

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

of $70 million compared with the prior

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

$64 million,

largely reflecting lower provisions in the

U.S. commercial lending portfolios, and seasonal

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

partially offset by credit

migration in the Canadian commercial lending

portfolios. PCL – performing was $201

million, an increase of $134 million. The performing

provisions this quarter

largely reflect current credit conditions including

some credit migration, and volume growth.

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

was 0.47%.

By segment, PCL was higher by $45 million in

Wholesale Banking,

by $44 million in Canadian Personal and

Commercial Banking, and lower by $14 million

the Corporate segment,

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

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

PCL was $2,072 million, an increase

of $783 million compared with the same

period last year. PCL – impaired

was $1,804 million, an increase of

$700 million,

reflecting credit migration in the consumer and

commercial lending portfolios.

PCL – performing was $268 million,

an increase of $83 million. The current

year

performing build reflects volume growth and

credit conditions including some credit migration.

Total PCL as an annualized percentage

of credit volume was 0.45%.

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

by $375

million, in Canadian Personal and Commercial

Banking by $316 million, in the Corporate

segment by

$72 million, in Wholesale Banking by $21

million, and lower in Wealth Management and

Insurance by $1 million.

TABLE 9: PROVISION FOR CREDIT LOSSES

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

397

364

234

761

454

U.S. Retail

311

377

186

688

398

Wealth Management and Insurance

–

Wholesale Banking

(1)

Corporate

163

188

125

351

245

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

870

934

551

1,804

1,104

Provision for (recovery of) credit losses

– Stage 1

and Stage 2 (performing)

Canadian Personal and Commercial

Banking

129

120

U.S. Retail

(8)

Wealth Management and Insurance

–

Wholesale Banking

Corporate

(5)

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

and Stage 2

201

268

185

Total provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Includes PCL for off-balance sheet instruments.

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

Insurance Service Expenses

Quarterly comparison – Q2 2024 vs. Q2 2023

Insurance service expenses for the quarter

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

million, or 12%, compared with the second quarter

last year, reflecting

business growth, increased claims severity,

and less favourable prior years’ claims

development.

Quarterly comparison – Q2 2024 vs. Q1 2024

Insurance service expenses for the quarter

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

seasonally lower claims,

and more

favourable prior years’ claims development.

Yearto-date

comparison – Q2 2024 vs. Q2 2023

Insurance service expenses were $2,614

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

compared with the same period last year, reflecting business

growth,

increased claims severity,

and less favourable prior years’ claims

development.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported non-interest expenses were $8,401

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

24%, compared with the second quarter

last year, primarily reflecting the

impact of the provision for investigations related

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

expenses, including TD Cowen, the impact

of a civil matter

provision, restructuring charges,

investments in our risk and control

infrastructure, and FDIC special assessment.

On an adjusted basis, non-interest expenses

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

million, or 10%.

By segment, the increase in reported non-interest

expenses reflects increases in the

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

Wholesale Banking of $241 million, in

Wealth Management and Insurance of $64 million,

and in Canadian Personal and Commercial

Banking of $54 million.

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

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

ratio, net of ISE was 56.1%,

compared with 56.4% in the second quarter

last year.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 13

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported non-interest expenses increased

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

quarter, primarily reflecting the impact of the provision

for investigations

related to the Bank’s AML program, partially offset

by a lower FDIC special assessment.

Adjusted non-interest expenses decreased

$41 million, or 1%.

By segment, the increase in reported non-interest

expenses reflects increases in the

Corporate segment of $301 million and in

U.S. Retail of $187 million,

partially offset by decreases in Wholesale Banking

of $70 million, in Canadian Personal and

Commercial Banking of $27 million, and in

Wealth Management and

Insurance of $20 million.

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

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

ISE was 56.1%,

compared with 57.4% in the prior quarter.

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

Reported non-interest expenses of $16,431

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

same period last year, primarily reflecting higher

employee-related expenses, including

TD Cowen, the impact of the provision for investigations

related to the Bank’s AML program, FDIC

special assessment,

restructuring charges, and investments in our

risk and control infrastructure, partially offset

by the prior period impact of the Stanford

litigation settlement. On an

adjusted basis, non-interest expenses were

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

million, or 11%.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $945 million, in Wholesale Banking of

$858 million, in Canadian

Personal and Commercial Banking of

$175 million, and in Wealth Management and Insurance

of $102 million, partially offset by a decrease in

the Corporate

segment of $517 million.

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

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

ratio, net of ISE was 56.7%,

compared with 54.8%

in the same period last year.

Income Taxes

The Bank’s effective income tax rate on a reported

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

in the second quarter last year and

19.1% in the

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

primarily reflect the non-deductible provision

for the investigations related to the Bank’s AML

program,

partially offset by earnings mix.

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

for income taxes is calculated by adjusting

the taxes for each item of note using

the statutory income tax rate of the applicable

legal entity. The adjusted effective income tax rate is calculated

as the adjusted provision for income taxes as

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

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

in the

second quarter last year and 20.4% in

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

changes primarily reflect earnings mix.

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

Income Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Income taxes at Canadian statutory income

tax rate

861

27.8

920

27.7

1,089

27.8

1,780

27.8

1,709

27.8

Increase (decrease) resulting from:

Dividends received

(3)

(0.1)

(19)

(0.6)

(26)

(0.7)

(11)

(0.2)

(53)

(0.9)

Rate differentials on international operations

(124)

(4.0)

(271)

(8.2)

(217)

(5.5)

(395)

(6.2)

(444)

(7.2)

Other

(5)

(0.2)

0.2

0.3

(11)

(0.2)

586

9.5

Provision for income taxes and effective

income tax rate – reported

729

23.5

634

19.1

859

21.9

1,363

21.2

1,798

29.2

Total adjustments for items of note

191

238

108

429

229

Provision for income taxes and effective

income tax rate – adjusted

920

20.5

872

20.4

967

22.0

1,792

20.5

2,027

21.8

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

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

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

Consolidated Financial Statements for further details.

Canadian Tax Measures

On November 30, 2023, Parliament introduced

Bill C-59, which advances certain tax

measures introduced in the Canadian Federal

budget presented on March

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

deduction in respect of dividends received

by certain financial institutions on shares

that are mark-to-market

property, subject to a minor carve out for dividends on certain

preferred shares, as well as imposes a 2%

tax on the net value of share repurchases by public

corporations in Canada. The legislation,

which is not yet substantively enacted, proposes

that these measures be effective beginning January

1, 2024.

International Tax Reform – Pillar Two Global Minimum Tax

The Organisation for Economic Co-operation

and Development published Pillar Two model rules as part

of its efforts toward international tax reform.

The Pillar

Two model rules provide for the implementation of a 15%

global minimum tax for large multinational

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

jurisdiction basis. Pillar Two legislation has been enacted

or substantively enacted in certain jurisdictions

in which the Bank operates. On May

2, 2024, the

Government of Canada introduced Bill

C-69, which includes the

Global Minimum Tax Act

addressing the Pillar Two model rules. The rules will be

effective for the

Bank in Canada and other jurisdictions for

the fiscal year beginning on November

1, 2024. The Bank is assessing its potential

exposure to Pillar Two income

taxes.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 14

ECONOMIC SUMMARY AND OUTLOOK

The global economy continued to outperform

expectations to start calendar 2024,

despite geopolitical risks. Inflation has generally

continued to cool across the

G-7, and central banks are expected to

start lowering interest rates soon. However, the pace of

decline is expected to be gradual with central

bankers vigilant on

inflation risks. In addition, the evolution of

geopolitical risks maintains a degree of

uncertainty on both the economic outlook and

the inflation trajectory.

U.S. domestic demand started the year on

a solid path. Real GDP growth downshifted

in the first calendar quarter of 2024

from a very rapid pace in the second

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

a drag from net exports. Domestic demand

turned in a sturdy performance of 2.8%

growth on a quarter-over-quarter

annualized basis, reflecting both consumer

spending and business investment. Both

advanced by almost 3% in inflation-adjusted

terms. However, government

spending cooled to a greater extent.

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

market was still tight with the unemployment

rate historically low at 3.9%. Even

so, the labour market is showing

signs of cooling, including a deceleration in job

openings and wage growth. TD Economics

expects this trend to continue. This would

help halt a recent upturn in

inflation that prompted the Federal Reserve

to signal that interest rates will need to remain

higher for longer.

TD Economics expects the U.S. Federal

Reserve will lower interest rates from the

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

by the end of calendar

2024. This means that interest rates

are still expected to weigh on demand through

the year.

In contrast, Canada’s economy slowed notably in

calendar 2023, with real GDP growth of only

1.1% in real terms. TD Economics expects

economic growth to

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

that pace is not expected to be sustained

through the remainder of 2024. Job growth has

slowed below labour force

growth, pushing the unemployment rate higher

to 6.1% in April. TD Economics expects

the unemployment rate to continue to rise in

the months ahead,

contributing

to prolonged weakness in consumer spending.

As a result, TD Economics expects that economic

growth is likely to remain modest through

2024.

Canadian inflation has cooled in recent

months, and the Bank of Canada is widely expected

to cut interest rates in June or July of 2024.

Thereafter, TD

Economics expects the Bank of Canada

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

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

downside risk to the Canadian dollar, which TD Economics

expects will hover in the 70 to 72 U.S. cent

range over the next few quarters.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments: Canadian

Personal and Commercial Banking, U.S.

Retail, Wealth Management and Insurance, and

Wholesale Banking. The Bank’s other activities are

grouped into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

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

the Bank’s Consolidated Financial Statements

for the year ended October 31, 2023. Effective

the first quarter of 2024, certain asset

management businesses

which were previously reported in the

U.S. Retail segment are now reported in the

Wealth Management and Insurance segment.

Comparative period information

has been adjusted to reflect the new alignment.

PCL related to performing (Stage 1 and Stage

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

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

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

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest

income and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $4

million, compared with

$29 million in the prior quarter and $40 million

in the second quarter last year.

Share of net income from investment in

Schwab is reported in the U.S. Retail

segment. Amounts for amortization of acquired

intangibles,

the acquisition and

integration charges related to the Schwab

transaction,

and the Bank’s share of restructuring and

other charges incurred by Schwab are recorded

in the Corporate

segment.

TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Net interest income

3,812

3,833

3,377

7,645

6,916

Non-interest income

1,027

1,051

1,027

2,078

2,077

Total revenue

4,839

4,884

4,404

9,723

8,993

Provision for (recovery of) credit losses –

impaired

397

364

234

761

454

Provision for (recovery of) credit losses –

performing

129

120

Total provision for (recovery of) credit losses

467

423

247

890

574

Non-interest expenses

1,957

1,984

1,903

3,941

3,766

Provision for (recovery of) income taxes

676

692

629

1,368

1,299

Net income

1,739

1,785

1,625

3,524

3,354

Selected volumes and ratios

Return on common equity

32.9

34.6

37.4

33.8

38.6

Net interest margin (including on securitized

assets)

2.84

2.74

2.84

2.77

Efficiency ratio

40.4

40.6

43.2

40.5

41.9

Number of Canadian retail branches

1,062

1,060

1,062

1,060

Average number of full-time equivalent staff

29,053

29,271

28,797

29,163

28,800

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 15

Quarterly comparison – Q2 2024 vs. Q2 2023

Canadian Personal and Commercial

Banking net income for the quarter was

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

with the second quarter

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

and non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with

37.4% in the second quarter last year.

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

increase of $435

million, or 10%, compared with the second quarter

last year. Net interest income was

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

13%, compared with the second quarter

last year, primarily reflecting volume growth and higher

margins.

Average

loan volumes increased $37 billion, or 7%,

reflecting 7% growth in personal loans

and 7% growth in business loans. Average deposit

volumes increased

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

personal deposits, partially offset by 1% decline

in business deposits. Net interest margin

was 2.84%, an increase of

10 basis points (bps), primarily due to higher

margins on deposits, partially offset by lower

margins on loans and changes to balance sheet

mix. Non-interest

income was $1,027 million, flat compared

with the second quarter last year.

PCL for the quarter was $467 million, an increase

of $220 million compared with the second

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

$163 million, or 70%, reflecting credit migration

in the consumer and commercial lending

portfolios. PCL – performing was $70

million, an increase of $57 million.

The performing provisions this quarter largely

reflect credit conditions, including credit

migration in the commercial and consumer lending

portfolios, and volume

growth. Total PCL as an annualized percentage of credit volume was 0.34%,

an increase of 15 bps compared with

the second quarter last year.

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

million, an increase of $54 million, or

3%, compared with the second quarter

last year, reflecting higher

spend supporting business growth, including

higher employee-related expenses and

technology costs, partially offset by higher non-credit

provisions in the second

quarter last year.

The efficiency ratio for the quarter was 40.4%,

compared with 43.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Canadian Personal and Commercial Banking

net income for the quarter was $1,739

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

compared with the prior quarter,

reflecting lower revenue and higher PCL, partially

offset by lower non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with 34.6% in

the prior quarter.

Revenue decreased $45

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

income decreased $21 million, or 1%, reflecting

fewer days in the second

quarter, partially offset by volume growth.

Average loan volumes increased $5 billion, or

1%, reflecting 1% growth in personal loans

and 2% growth in business

loans. Average deposit volumes were relatively

flat compared with the prior quarter,

reflecting 1% growth in personal deposits,

offset by 1% decline in business

deposits. Net interest margin was 2.84%,

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

$24 million, or 2%, compared with

the prior quarter,

reflecting lower fee revenue.

PCL for the quarter was $467 million, an increase

of $44 million compared with the prior

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

$33 million, or

9%, largely reflecting

credit migration in the commercial lending

portfolio. PCL – performing was $70 million,

an increase of $11 million. The performing provisions

this quarter largely reflect credit conditions,

including credit migration in the commercial

and consumer lending portfolios, and

volume growth. Total PCL as an

annualized percentage of credit volume

was 0.34%, an increase of 4 bps compared

with the prior quarter.

Non-interest expenses decreased $27

million, or 1% compared with the prior

quarter, primarily reflecting lower technology costs and employee-related

expenses

The efficiency ratio was 40.4%, compared

with 40.6%, in the prior quarter.

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

Canadian Personal and Commercial

Banking net income for the six months ended

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

of $170 million, or 5%,

compared with the same period last year, reflecting higher

revenue, partially offset by higher PCL and non-interest

expenses. The annualized ROE for the

period

was 33.8%, compared with 38.6%, in

the same period last year.

Revenue for the period was $9,723

million, an increase of $730

million, or 8%, compared with the same period

last year. Net interest income was

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

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

higher margins. Average loan volumes

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

growth in personal loans and 8% growth

in business loans. Average deposit volumes

increased $15 billion, or 3%,

reflecting 6% growth in personal deposits,

partially offset by a 2% decline in business deposits.

Net interest margin was 2.84%, an increase

of 7 bps, primarily due

to higher margins on deposits, partially offset

by lower margins on loans and changes to balance

sheet mix.

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

flat

compared with the same period last year.

PCL was $890 million, an increase of $316

million compared with the same period last

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

million, or

68%, reflecting credit migration in the consumer

and commercial lending portfolios.

PCL – performing was $129 million, an increase

of $9 million. The current year

performing provisions largely reflect

current credit conditions, including credit

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

volume was 0.32%, an increase of 10 bps

compared with the same period last year.

Non-interest expenses were $3,941 million,

an increase of $175

million, or 5%, compared with the same period

last year, reflecting higher spend supporting

business growth, including higher employee-related

expenses and technology costs.

The efficiency ratio was 40.5%, compared

with 41.9%, for the same period last year.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 16

TABLE 12: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

Canadian Dollars

2024

2023

2024

2023

Net interest income

2,841

2,899

3,034

5,740

6,201

Non-interest income

606

604

523

1,210

1,083

Total revenue

3,447

3,503

3,557

6,950

7,284

Provision for (recovery of) credit losses –

impaired

311

377

186

688

398

Provision for (recovery of) credit losses –

performing

(8)

Total provision for (recovery of) credit losses

380

385

190

765

390

Non-interest expenses – reported

2,597

2,410

2,022

5,007

4,062

Non-interest expenses – adjusted

1,2

1,879

1,999

1,868

3,878

3,802

Provision for (recovery of) income taxes – reported

(5)

189

393

Provision for (recovery of) income taxes – adjusted

227

195

457

U.S. Retail Bank net income – reported

397

713

1,156

1,110

2,439

U.S. Retail Bank net income – adjusted

1,089

1,023

1,272

2,112

2,635

Share of net income from investment in

Schwab

3,4

183

194

250

377

551

Net income – reported

580

907

1,406

1,487

2,990

Net income – adjusted

1,272

1,217

1,522

2,489

3,186

U.S. Dollars

Net interest income

2,094

2,141

2,241

4,235

4,589

Non-interest income

446

387

892

802

Total revenue

2,540

2,587

2,628

5,127

5,391

Provision for (recovery of) credit losses –

impaired

229

279

137

508

295

Provision for (recovery of) credit losses –

performing

(6)

Total provision for (recovery of) credit losses

280

285

140

565

289

Non-interest expenses – reported

1,909

1,779

1,493

3,688

3,005

Non-interest expenses – adjusted

1,2

1,384

1,479

1,380

2,863

2,814

Provision for (recovery of) income taxes – reported

(3)

140

291

Provision for (recovery of) income taxes – adjusted

168

144

338

U.S. Retail Bank net income – reported

297

526

855

823

1,806

U.S. Retail Bank net income – adjusted

803

752

940

1,555

1,950

Share of net income from investment in

Schwab

3,4

136

144

185

280

407

Net income – reported

433

670

1,040

1,103

2,213

Net income – adjusted

939

896

1,125

1,835

2,357

Selected volumes and ratios

Return on common equity – reported

5.4

8.5

14.1

6.9

14.8

Return on common equity – adjusted

1,5

11.7

11.3

15.3

11.5

15.8

Net interest margin

1,6

2.99

3.03

3.25

3.01

3.27

Efficiency ratio – reported

75.2

68.8

56.8

71.9

55.7

Efficiency ratio – adjusted

54.5

57.2

52.5

55.8

52.2

Assets under administration (billions of U.S.

dollars)

Assets under management (billions of U.S.

dollars)

7,8

Number of U.S. retail stores

1,167

1,176

1,164

1,167

1,164

Average number of full-time equivalent staff

27,957

27,985

28,401

27,971

27,987

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 – Q2 2023: $154 million or US$113

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

Q1 2023: $106 million or

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

ii.

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

4: $411 million or US$300 million

($310 million or US$226 million

after-tax); and

iii.

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

(before and after tax).

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

Note 7 of the Bank’s second quarter 2024

Interim Consolidated Financial Statements for further details.

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.

Quarterly comparison – Q2 2024 vs. Q2 2023

U.S. Retail reported net income for the quarter

was $580

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

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

U.S. dollars),

compared with the second quarter last

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

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

of $250 million

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

The reported and adjusted annualized ROE

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

14.1% and 15.3%, respectively, in the second quarter last year.

U.S. Retail net income includes contributions

from the U.S. Retail Bank and the Bank’s investment

in Schwab. Reported net income

for the quarter from the

Bank’s investment in Schwab was $183 million (US$136

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

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

U.S. Retail Bank reported net income was

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

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

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

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

expenses, higher PCL, and lower net interest

income. U.S. Retail Bank adjusted net

income was $1,089 million (US$803

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

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

compared with the second quarter last

year, reflecting higher PCL and lower net interest income.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 17

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

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

compared with the second quarter last

year. Net interest income of

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

or 7%, driven by lower deposit margins

and volumes, partially offset by higher loan volumes.

Net interest margin of

2.99%, decreased 26 bps, due to lower deposit

margins reflecting higher deposit costs

and lower margins on loans. Non-interest

income of US$446 million

increased US$59 million, or 15%, compared

with the second quarter last year, primarily reflecting fee income

growth from increased customer activity and

losses

from the disposition of certain investments

in the prior year.

Average loan volumes increased US$13 billion,

or 7%, compared with the second quarter

last year. Personal loans increased 10%,

reflecting strong mortgage

and auto originations and lower prepayments

in the higher rate environment. Business

loans increased 5%, reflecting good originations

from new customer growth

and slower payment rates. Average deposit volumes

decreased US$21 billion, or 6%, reflecting

an 18% decrease in sweep deposits, a 2%

decrease in business

deposits, partially offset by a 1% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits decreased 1%.

Assets under administration (AUA) were

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

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

the second quarter last year,

reflecting net asset growth. Assets under

Management (AUM) were US$7 billion

as at April 30, 2024, flat compared

with the second quarter last year.

PCL for the quarter was US$280 million,

an increase of US$140 million compared

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

million, an

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

credit migration in the consumer and commercial

lending portfolios. PCL – performing

was US$51 million, an increase

of US$48 million. The performing provisions

this quarter reflect credit conditions and

volume growth, and are largely recorded in

the auto and commercial lending

portfolios. U.S. Retail PCL including only

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

portfolio, as an annualized percentage of

credit volume was 0.60%,

an increase of 27 bps, compared with

the second quarter last year.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

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

second quarter last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program,

and FDIC special assessment, partially

offset by acquisition and

integration-related charges for the terminated

First Horizon transaction in the second

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

were relatively

flat, reflecting higher employee-related expenses,

partially offset by productivity initiatives.

The reported and adjusted efficiency ratios for

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

and 52.5%, respectively, in the second

quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

U.S. Retail reported net income of $580

million (US$433 million), a decrease of

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

in U.S. dollars), compared with the

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

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

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

or 5% (5% in

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

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

prior quarter.

The contribution from Schwab of $183

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

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

U.S. Retail Bank reported net income

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

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

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

with the prior quarter, primarily reflecting higher non-interest

expenses and lower net interest income.

U.S. Retail Bank adjusted net income was

$1,089 million

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

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

primarily reflecting lower non-interest expenses,

partially offset by lower

net interest income.

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

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

compared with the prior quarter. Net interest income of

US$2,094 million

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

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

and volumes. Net interest margin of 2.99%

decreased 4 bps quarter-over-quarter due

to balance sheet mix and higher funding

costs. Non-interest income of US$446 million

was flat compared to the prior

quarter.

Average loan volumes increased US$2 billion,

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

were relatively flat. Business loans increased

1%,

reflecting good originations from new customer

growth and slower payment rates. Average

deposit volumes decreased US$5 billion, or

1%, compared with the

prior quarter, reflecting a 5% decrease in sweep deposits

and a 2% decrease in business deposits,

partially offset by a 2% increase in personal

deposit volume.

AUA were US$40 billion

as at April 30, 2024, flat compared

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

with the prior quarter.

PCL for the quarter was US$280 million,

a decrease of US$5 million compared

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

decrease of

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

in the commercial lending portfolios,

and seasonal trends in credit card and auto

portfolios. PCL – performing

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

million. The performing provisions this quarter

reflect credit conditions and volume growth,

and are largely recorded in

the auto and commercial lending portfolios.

U.S. Retail PCL including only the Bank’s share

of PCL in the U.S. strategic cards portfolio,

as an annualized

percentage of credit volume was 0.60%, a

decrease of 1 basis point,

compared with the prior quarter.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

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

quarter, primarily reflecting

the impact of the provision for investigations

related to the Bank’s AML program

and additional FDIC special assessment,

partially offset by the initial FDIC special

assessment in the prior quarter, and lower operating expenses.

On an adjusted basis, non-interest expenses

decreased US$95 million, or 6%, due

to seasonality

of expenses and the impact of productivity initiatives.

The reported and adjusted efficiency ratios for

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

and 57.2%, respectively, in the prior

quarter.

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

U.S. Retail reported net income for the

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

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

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

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

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

for the period was $2,489

million (US$1,835 million), a

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

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

and adjusted annualized ROE for the

period were 6.9% and 11.5%,

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

year.

The contribution from Schwab of $377

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

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

U.S. dollars).

U.S. Retail Bank reported net income

for the period was $1,110

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

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

in U.S.

dollars), compared with the same period

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

lower net interest income.

U.S. Retail Bank adjusted

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

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

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

PCL,

higher non-interest expenses, and lower net

interest income.

Revenue for the period was US$5,127

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

compared with the same period last year. Net interest income

US$4,235 million decreased US$354

million, or 8%, primarily reflecting lower deposit

margins and volumes, partially offset by higher

loan volumes.

Net interest

margin of 3.01%, decreased 26 bps, due

to lower deposit margins reflecting higher deposit

costs and lower margins on loans.

Non-interest income of

US$892 million increased US$90 million,

or 11%, primarily reflecting fee income growth from increased

customer activity and higher valuation on

certain

investments in the prior year.

Average loan volumes increased US$15 billion,

or 8%, compared with the same period

last year. Personal loans increased 10%, reflecting good

originations

and slower payment rates across portfolios.

Business loans increased 6%, reflecting

good originations from new customer

growth, and slower payment rates.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 18

Average deposit volumes decreased US$27 billion,

or 8%, reflecting a 20% decrease in sweep

deposits and a 3% decrease in business

deposits. Personal

deposit volumes

were flat. Excluding sweep deposits, average

deposits decreased 1%.

PCL was US$565 million, an increase of

US$276 million compared with the same period

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

US$213 million, or 72%, reflecting credit

migration in the consumer and commercial lending

portfolios. PCL – performing was a build of

US$57 million, compared

with a recovery of US$6 million in the prior

year. The current year performing provisions largely reflect

current conditions, including credit migration,

and volume

growth. U.S. Retail PCL including

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

cards portfolio, as an annualized percentage

of credit volume was 0.60%, an

increase of 27 bps,

compared with the same period last

year.

Reported non-interest expenses for the period

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

million, or 23%, compared with the same

period last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program,

FDIC special assessment, and higher

operating expenses, partially

offset by acquisition and integration-related charges

for the terminated First Horizon transaction

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

expenses increased US$49 million, or 2%, reflecting

higher employee-related expenses.

The reported and adjusted efficiency ratios for

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

and 52.2%, respectively, for the same

period last year.

THE CHARLES SCHWAB CORPORATION

Refer to Note 7, Investment in Associates

and Joint Ventures of the Bank’s second quarter 2024

Interim Consolidated Financial Statements

for further information

on Schwab.

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Net interest income

304

285

258

589

541

Non-interest income

2,810

2,850

2,543

5,660

5,175

Total revenue

3,114

3,135

2,801

6,249

5,716

Provision for (recovery of) credit losses –

impaired

–

Provision for (recovery of) credit losses –

performing

–

Total provision for (recovery of) credit losses

–

Insurance service expenses

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

1,027

1,047

963

2,074

1,972

Provision for (recovery of) income taxes

218

167

195

385

383

Net income

621

555

524

1,176

1,078

Selected volumes and ratios

Return on common equity

1,2

40.8

37.5

38.0

39.2

38.6

Efficiency ratio

33.0

33.4

34.4

33.2

34.5

Efficiency ratio, net of ISE

1,3

55.0

59.2

57.2

57.1

57.4

Assets under administration (billions of Canadian

dollars)

596

576

549

596

549

Assets under management (billions of Canadian

dollars)

489

479

460

489

460

Average number of full-time equivalent staff

15,163

15,386

16,454

15,276

16,426

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

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

Consolidated Financial Statements for further details.

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

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

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

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

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

this metric.

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

segment.

Quarterly comparison – Q2 2024 vs. Q2 2023

Wealth Management and Insurance net income

for the quarter was $621 million, an increase

of $97 million, or 19%, compared with

the second quarter last year,

reflecting higher revenue, partially offset by higher

insurance service expenses and non-interest

expenses. The annualized ROE for the quarter

was 40.8%,

compared with 38.0% in the second quarter

last year.

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

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

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

10%, reflecting higher insurance

premiums, fee-based revenue commensurate

with market growth and transaction

revenue. Net interest income was $304

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

compared with the second quarter last

year, reflecting higher deposit margins.

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

increase of $47 billion, or 9%, compared

with the second quarter last year, reflecting market appreciation

and net

asset growth. AUM were $489 billion as at

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

or 6%, compared with the second quarter

last year, primarily reflecting market

appreciation.

Insurance service expenses for the quarter

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

million, or 12%, compared with the second quarter

last year, reflecting

business growth, increased claims severity and

less favourable prior years’ claims development.

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

million, an increase of $64 million, or

7%, compared with the second quarter

last year, reflecting higher

variable compensation commensurate

with higher revenues, and technology costs.

The efficiency ratio for the quarter was 33.0%,

compared with 34.4% in the second quarter

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

compared with 57.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $621 million, an increase

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

quarter, primarily

reflecting higher earnings in the wealth management

business. The annualized ROE for the quarter

was 40.8%, compared with 37.5% in the prior

quarter.

Revenue decreased $21 million, or 1%, compared

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

or 1%, reflecting lower revenue in

the

insurance business, partially offset by higher fee-based

and transaction revenue in the wealth

management business.

Net interest income increased $19 million,

7%, reflecting higher deposit margins.

AUA increased $20 billion, or 3%, compared

with the prior quarter, reflecting market appreciation and net

asset growth.

AUM increased $10 billion, or 2%,

compared with prior quarter, primarily reflecting market appreciation.

Insurance service expenses for the quarter

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

seasonally lower claims and more

favourable prior years’ claims development.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 19

Non-interest expenses decreased $20 million,

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

employee-related expenses.

The efficiency ratio for the quarter was 33.0%,

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

net of ISE for the quarter was 55.0%, compared

with 59.2% in the prior quarter.

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

Wealth Management and Insurance net income

for the six months ended April 30, 2024, was

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

9%, compared with the

same period last year, reflecting higher revenues, partially

offset by higher insurance service expenses and

non-interest expenses. The annualized ROE

for the

period was 39.2%, compared with 38.6%,

in the same period last year.

Revenue for the period was $6,249 million,

an increase of $533 million, or 9%,

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

$485 million, or 9%, reflecting higher insurance

premiums, and fee-based revenue commensurate

with market growth. Net interest income

increased $48 million,

or 9%, reflecting higher investment income in

the insurance business, and higher deposit

margins, partially offset by lower deposit volumes

in the wealth

management business.

Insurance service expenses were $2,614

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

compared with the same period last year, reflecting business

growth,

increased claims severity and less favourable

prior years’ claims development.

Non-interest expenses were $2,074 million,

an increase of $102 million, or 5%,

compared with the same period last year, reflecting higher variable

compensation commensurate with higher

revenues, and technology costs.

The efficiency ratio for the period was 33.2%, compared

with 34.5% for the same period last

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

compared with 57.4% in the same period last

year.

TABLE 14: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Net interest income (TEB)

189

198

498

387

1,023

Non-interest income

1,751

1,582

919

3,333

1,739

Total revenue

1,940

1,780

1,417

3,720

2,762

Provision for (recovery of) credit losses –

impaired

(1)

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

Non-interest expenses – reported

1,430

1,500

1,189

2,930

2,072

Non-interest expenses – adjusted

2,3

1,328

1,383

1,116

2,711

1,978

Provision for (recovery of) income taxes

(TEB) – reported

159

165

Provision for (recovery of) income taxes

(TEB) – adjusted

116

205

180

Net income – reported

361

205

150

566

481

Net income – adjusted

441

298

213

739

560

Selected volumes and ratios

Trading-related revenue (TEB)

693

730

482

1,423

1,144

Average gross lending portfolio (billions of Canadian

dollars)

96.3

96.2

95.2

96.3

96.1

Return on common equity – reported

9.2

5.3

4.5

7.3

7.0

Return on common equity – adjusted

2,6

11.3

7.6

6.4

9.5

8.2

Efficiency ratio – reported

73.7

84.3

83.9

78.8

75.0

Efficiency ratio – adjusted

68.5

77.7

78.8

72.9

71.6

Average number of full-time equivalent staff

7,077

7,100

6,510

7,089

5,937

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

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

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

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

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

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

$811 million (Q1 2024:

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

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

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

metric.

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 – Q2 2024 vs. Q2 2023

Wholesale Banking reported net income for

the quarter was $361 million, an increase

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

reflecting higher revenues, partially offset by higher

non-interest expenses. On an adjusted

basis, net income was $441 million, an increase

of $228

million.

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

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

compared with the second quarter last

year. Higher

revenue primarily reflects higher trading-related

revenue, underwriting fees, and lending

revenue.

PCL for the quarter was $55 million, an increase

of $43 million compared with the second

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

PCL –

performing was $56 million, an increase of

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

build in the current quarter largely related

to credit migration

across various industries.

Reported

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

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

million, or 20%, compared with the second

quarter last year, primarily reflecting higher variable compensation

commensurate with higher revenues,

TD Cowen and the associated acquisition

and integration-

related costs. On an adjusted basis, non-interest

expenses were $1,328 million, an increase

of $212

million, or 19%.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $156 million, or 76%, compared with

the prior quarter, primarily reflecting

higher revenues, and lower non-interest expenses,

partially offset by higher PCL. On an adjusted

basis, net income was $441 million, an increase

of $143 million,

or 48%.

Revenue for the quarter increased $160 million,

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

reflects higher underwriting and

advisory fees,

and the net change in fair value of loan underwriting

commitments.

PCL for the quarter was $55 million, an increase

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

was a recovery of $1 million. PCL – performing

was $56 million, an increase of $51 million

compared to the prior quarter, reflecting a higher build

in the current quarter largely related

to credit migration across

various industries.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 20

Reported non-interest expenses for the quarter

decreased $70 million, or 5%, compared

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

million

taken in connection with the U.S. record keeping

matter recorded in the prior period,

partially offset by higher variable compensation

commensurate with higher

revenues. On an adjusted basis, non-interest expenses

decreased $55 million or 4%.

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

Wholesale Banking reported net income for

the six months ended April 30, 2024

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

or 18%, compared with the same

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

non-interest expenses. On an adjusted basis, net

income was $739

million, an increase of

$179 million, or 32%.

Revenue,

including TD Cowen,

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

or 35%, compared with the same period

last year. Higher revenue primarily

reflects higher trading-related revenue,

underwriting fees, lending revenue largely

from syndicated and leveraged finance, and

equity commissions.

PCL was $65 million, an increase of $21

million compared with the same period

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

was $61

million, an

increase of $23 million compared to the prior

year. The current year performing provisions largely reflect

credit migration across various industries.

Reported non-interest expenses were $2,930

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

compared with the same period last year, reflecting TD

Cowen and

the associated acquisition and integration-related

costs, higher variable compensation commensurate

with higher revenues, as well as a provision

taken in

connection with the U.S. record keeping

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

$2,711 million, an increase of $733

million or 37%.

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Net income (loss) – reported

(737)

(628)

(399)

(1,365)

(3,016)

Adjustments for items of note

Amortization of acquired intangibles

166

133

Acquisition and integration charges related

to the Schwab transaction

Share of restructuring and other charges

from investment in Schwab

–

Restructuring charges

165

291

–

456

–

Impact from the terminated FHN acquisition-related

capital hedging strategy

134

121

1,010

Civil matter provision/Litigation settlement

274

–

274

1,642

Less: impact of income taxes

CRD and federal tax rate increase for fiscal

2022

–

(585)

Other items of note

143

113

256

735

Net income (loss) – adjusted

(284)

(218)

(177)

(502)

(317)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

(411)

(254)

(191)

(665)

(382)

Other

127

163

Net income (loss) – adjusted

(284)

(218)

(177)

(502)

(317)

Selected volumes

Average number of full-time equivalent staff

23,270

23,437

22,656

23,354

22,244

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 – Q2 2024 vs. Q2 2023

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $399 million

in the second quarter last year.

The

higher net loss primarily reflects the impacts

of a civil matter provision, higher risk

and control expenses and restructuring

charges, partially offset by higher

revenue from treasury and balance sheet activities

in the current quarter. Net corporate expenses

increased $220 million compared to

the prior year, primarily

reflecting investments in our risk and control

infrastructure. The adjusted net loss for

the quarter was $284 million, compared

with an adjusted net loss of $177

million in the second quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $628 million

in the prior quarter. The higher net

loss

reflects higher risk and control expenses

and the impact of a civil matter provision,

partially offset by lower restructuring charges

and higher revenue from treasury

and balance sheet management activities.

Net corporate expenses increased $157

million compared to the prior quarter, primarily reflecting investments

in our risk

and control infrastructure. The adjusted net

loss for the quarter was $284 million,

compared with an adjusted net loss of $218

million in the prior quarter.

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

Corporate segment’s reported net loss

for the six months ended

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

with a reported net loss of $3,016 million in

the same

period last year. The lower net loss primarily

reflects the prior period impacts of

the Stanford litigation settlement, the terminated

FHN acquisition-related capital

hedging strategy and provision for income taxes

in connection with the CRD and increase

in the Canadian federal tax rate for fiscal

2022, partially offset by

restructuring charges and risk and control

expenses in the current period. The adjusted

net loss for the six months ended

April 30, 2024 was $502 million,

compared with an adjusted net loss of $317

million in the same period last year.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 21

QUARTERLY

RESULTS

The following table provides summary information

related to the Bank’s eight most recently

completed quarters.

TABLE 16: QUARTERLY RESULTS

(millions of Canadian dollars, except as noted)

For the three months ended

2024

2023

2022

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Net interest income

7,465

7,488

7,494

7,289

7,428

7,733

7,630

7,044

Non-interest income

6,354

6,226

5,684

5,625

4,969

4,468

7,933

3,881

Total revenue

13,819

13,714

13,178

12,914

12,397

12,201

15,563

10,925

Provision for (recovery of) credit losses

1,071

1,001

878

766

599

690

617

351

Insurance service expenses

1,248

1,366

1,346

1,386

1,118

1,164

723

829

Non-interest expenses

8,401

8,030

7,628

7,359

6,756

8,112

6,545

6,096

Provision for (recovery of) income taxes

729

634

616

704

859

939

1,297

703

Share of net income from investment in Schwab

194

141

156

182

241

285

290

268

Net income – reported

2,564

2,824

2,866

2,881

3,306

1,581

6,671

3,214

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

165

291

363

–

Acquisition and integration-related charges

102

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

–

Civil matter provision/Litigation settlement

274

–

1,603

–

FDIC special assessment

103

411

–

Provision for investigations related to the

Bank’s AML program

615

–

Gain on sale of Schwab shares

–

(997)

–

Total pre-tax adjustments

for items of note

1,416

1,051

782

909

509

2,694

(3,156)

788

Less: Impact of income taxes

2,5

191

238

163

141

108

121

(550)

189

Net income – adjusted

1,2

3,789

3,637

3,485

3,649

3,707

4,154

4,065

3,813

Preferred dividends and distributions on other

equity instruments

190

196

210

107

Net income available to common

shareholders – adjusted

1,2

3,599

3,563

3,289

3,575

3,497

4,071

3,958

3,770

(Canadian dollars, except as noted)

Basic earnings per share

Reported

1.35

1.55

1.48

1.53

1.69

0.82

3.62

1.76

Adjusted

2.04

2.01

1.82

1.95

1.91

2.24

2.18

2.09

Diluted earnings per share

Reported

1.35

1.55

1.48

1.53

1.69

0.82

3.62

1.75

Adjusted

2.04

2.00

1.82

1.95

1.91

2.23

2.18

2.09

Return on common equity – reported

9.5

10.9

10.5

10.8

12.4

5.9

26.5

13.5

Return on common equity – adjusted

1,2

14.5

14.1

12.9

13.8

14.0

16.1

16.0

16.1

(billions of Canadian dollars, except as noted)

Average total assets

1,938

1,934

1,910

1,898

1,944

1,931

1,893

1,811

Average interest-earning assets

1,754

1,729

1,715

1,716

1,728

1,715

1,677

1,609

Net interest margin – reported

1.73

1.72

1.73

1.69

1.76

1.79

1.81

1.74

Net interest margin – adjusted

1.75

1.74

1.75

1.70

1.81

1.82

1.80

1.73

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 “Significant Events”

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

“How We

Performed” section of this document as well as footnotes 3 and 4.

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

a gain on the sale. The amount is reported in the Corporate segment.

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

the Corporate segment.

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 22

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Assets

Cash and Interest-bearing deposits with

banks

93,973

105,069

Trading loans, securities, and other

166,346

152,090

Non-trading financial assets at fair value through

profit or loss

5,646

7,340

Derivatives

82,190

87,382

Financial assets designated at fair value through

profit or loss

5,925

5,818

Financial assets at fair value through other

comprehensive income

75,246

69,865

Debt securities at amortized cost, net of allowance

for credit losses

293,594

308,016

Securities purchased under reverse repurchase

agreements

205,722

204,333

Loans, net of allowance for loan losses

928,124

895,947

Investment in Schwab

9,866

8,907

Other

100,036

110,372

Total assets

1,966,668

1,955,139

Liabilities

Trading deposits

31,221

30,980

Derivatives

69,742

71,640

Financial liabilities designated at fair value

through profit or loss

188,105

192,130

Deposits

1,203,771

1,198,190

Obligations related to securities sold under

repurchase agreements

192,239

166,854

Subordinated notes and debentures

11,318

9,620

Other

158,290

173,654

Total liabilities

1,854,686

1,843,068

Total equity

111,982

112,071

Total liabilities and equity

1,966,668

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

second quarter 2024 Interim Consolidated Financial Statements for further

details.

Total assets

were $1,967 billion as at April 30, 2024, an increase

of $12 billion, from October 31, 2023. The impact

of foreign exchange translation from the

appreciation in the Canadian dollar decreased

total assets by $7 billion.

The increase in total assets reflects an increase

in loans, net of allowances for loan losses of

$32 billion, trading loans, securities, and

other of $14 billion, financial

assets at fair value through other comprehensive

income (FVOCI) of $5 billion, securities

purchased under reverse repurchase

agreements of $2 billion and

investment in Schwab of $1 billion. The increase

was partially offset by a decrease in debt securities

at amortized cost (DSAC), net of allowance

for credit losses

of $14 billion, cash and interest-bearing deposits

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

of $5 billion and non-trading financial assets

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

Cash and interest-bearing deposits with

banks

decreased $11 billion primarily reflecting cash management

activities.

Trading loans, securities, and other

increased $14 billion primarily in equity securities

and commodities held for trading, partially

offset by government securities

held for trading and the impact of foreign

exchange translation.

Non-trading financial assets at fair

value through profit or loss

decreased $2 billion reflecting maturities

and sales.

Derivative

assets

decreased $5 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and interest rate contracts.

Financial assets at fair value through other

comprehensive income

increased $5 billion primarily reflecting new

investments, partially offset by maturities

and

sales.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $14 billion primarily reflecting

maturities and sales and the impact of foreign

exchange translation, partially offset by new investments.

Securities purchased under reverse repurchase

agreements

increased $2 billion

primarily

reflecting an increase in volume, partially

offset by the impact of

foreign exchange translation.

Loans, net of allowance for loan losses

increased $32 billion primarily reflecting volume

growth in business and government loans

and residential real estate

secured lending, partially offset by the impact of

foreign exchange translation.

Investment in Schwab

increased $1 billion primarily reflecting

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

income.

Other

assets decreased $10 billion primarily

reflecting a volume decrease in customers’ liabilities

under acceptances, partially offset by an increase

in amounts

receivable from brokers, dealers, and

clients due to higher volumes of pending trades.

Total liabilities

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

an increase of $12 billion from October 31,

2023. The impact of foreign exchange

translation from the

appreciation in the Canadian dollar decreased

total liabilities by $7 billion.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 23

The increase in total liabilities reflects an

increase in obligations related to securities

sold under repurchase agreements of $25 billion,

deposits of $6 billion, and

subordinated notes and debentures of $2

billion. The increase was partially offset by a decrease

in other liabilities of $15 billion, financial

liabilities designated at

fair value through profit or loss of $4 billion and

derivative liabilities of $2 billion.

Derivative

liabilities

decreased $2 billion primarily reflecting

changes in mark-to-market values of foreign exchange

and interest rate contracts.

Financial liabilities designated at fair value

through profit or loss

decreased $4 billion reflecting maturities

and the impact of foreign exchange

translation,

partially offset by new issuances.

Deposits

increased $6 billion primarily reflecting

volume increase in business and government

and personal deposits, partially offset by

the impact of foreign

exchange translation.

Obligations related to securities sold

under repurchase agreements

increased $25 billion reflecting an increase

in volume, partially offset by the impact of

foreign exchange translation.

Subordinated notes and debentures

increased $2 billion reflecting a new

issuance.

Other

liabilities decreased $15 billion primarily

reflecting volume decrease in acceptances

and obligations related to securities sold

short, partially offset by a

volume increase in securitization liabilities

at fair value.

Equity

was $112 billion as at April 30, 2024 and October 31, 2023, reflecting

an increase in accumulated other

comprehensive income, offset by lower retained

earnings. The increase in accumulated other

comprehensive income is primarily driven

by gains on cash flow hedges and

the Bank’s share of the other

comprehensive income from investment in

Schwab, partially offset by the impact of

foreign exchange translation. The retained earnings

decreased primarily from

dividends paid and the premium on the repurchase

of common shares, partially offset by net income.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q2 2024 vs. Q2 2023

Gross impaired loans excluding acquired

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

million as at April 30, 2024, an increase of

$1,236 million, or 46%, compared

with the second quarter last year. Canadian Personal and

Commercial Banking gross impaired loans

increased $541 million, or 47%, compared

with the second

quarter last year, reflecting formations outpacing resolutions

in the commercial and consumer lending

portfolios. U.S. Retail gross impaired loans

increased

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

quarter last year, reflecting formations outpacing resolutions

in the commercial and consumer lending

portfolios,

and the impact of foreign exchange. Wholesale

gross impaired loans decreased $19

million, compared with the second quarter

last year, reflecting resolutions

outpacing formations. Net impaired loans

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

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

second quarter last

year.

The allowance for credit losses of $8,550

million as at April 30, 2024 was comprised

of Stage 3 allowance for impaired loans of

$1,162 million, Stage 2

allowance of $4,483 million and Stage 1 allowance

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

securities of $3 million. The Stage 1 and 2

allowances are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$300 million, or 35%, reflective of

credit migration in the Canadian Personal and

Commercial Banking,

U.S. Retail, and Corporate segments,

and the impact of foreign exchange. The

Stage 1 and Stage 2 allowance for loan losses

increased $603 million, or 9%,

reflecting credit conditions, including

credit migration, volume growth, and the impact

of foreign exchange. The allowance change

included an increase of

$77 million attributable to the retailer program

partners’ share of the U.S. strategic

cards portfolio.

The allowance for debt securities was $3 million,

consistent with the second quarter last

year.

Forward-looking information, including

macroeconomic variables deemed to be

predictive of expected credit losses (ECLs)

based on the Bank’s experience, is

used to determine ECL scenarios and associated

probability weights to determine the probability-weighted

ECLs. Each quarter, all base forecast macroeconomic

variables are refreshed, resulting in new upside

and downside macroeconomic scenarios.

The probability weightings assigned

to each ECL scenario are also

reviewed each quarter and updated as required,

as part of the Bank’s ECL governance process.

As a result of periodic reviews and quarterly

updates, the

allowance for credit losses may be revised

to reflect updates in loss estimates based on

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

views. The Bank

periodically reviews the methodology and

has performed certain additional quantitative

and qualitative portfolio and loan level

assessments of significant increase

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

quarter 2024 Interim Consolidated

Financial Statements for further details on

forward-looking information.

The probability-weighted allowance for

credit losses reflects the Bank’s forward-looking

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

incorporated into quantitative models, management

continues to exercise expert credit judgment

in determining the amount of ECLs.

The allowance for credit

losses will be updated in future quarters as

additional information becomes available.

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

Consolidated

Financial Statements for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and FVOCI. The Bank has $365 billion

in such debt securities,

all of

which are performing (Stage 1 and 2) and none

are impaired (Stage 3). The allowance for

credit losses on DSAC and debt securities

at FVOCI was $2 million and

$1 million, respectively.

Quarterly comparison – Q2 2024 vs. Q1 2024

Gross impaired loans increased $186 million,

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

net of allowance increased $218 million, or

9%, compared

with the prior quarter.

The allowance for credit losses of $8,550

million as at April 30, 2024 was comprised

of Stage 3 allowance for impaired loans of

$1,162 million, Stage 2

allowance of $4,483 million and Stage 1 allowance

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

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

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses decreased

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

quarter. The

Stage 1 and Stage 2 allowance for loan losses

increased $307 million, compared

with the prior quarter, primarily reflecting current credit conditions,

including

credit migration, the impact of foreign exchange,

and volume growth.

The allowance for debt securities was $3 million,

consistent with the prior quarter.

For further details on loans, impaired loans,

allowance for credit losses,

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

and macroeconomic variables in

determining its allowance for credit losses,

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

Interim Consolidated Financial Statements.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 24

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1,2,3

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

3,709

3,299

2,591

3,299

2,503

Classified as impaired during the period

1,937

2,005

1,259

3,942

2,609

Transferred to performing during the period

(261)

(315)

(204)

(576)

(444)

Net repayments

(465)

(308)

(334)

(773)

(695)

Disposals of loans

–

(10)

–

(10)

–

Amounts written off

(1,080)

(917)

(679)

(1,997)

(1,304)

Exchange and other movements

(45)

(10)

Impaired loans as at end of period

3,895

3,709

2,659

3,895

2,659

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

April 30

January 31

April 30

2024

2023

Allowance for loan losses for on-balance

sheet loans

Stage 1 allowance for loan losses

2,479

2,396

2,551

Stage 2 allowance for loan losses

3,915

3,686

3,234

Stage 3 allowance for loan losses

1,151

1,183

859

Total allowance for loan losses for on-balance sheet loans

7,545

7,265

6,644

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

423

424

465

Stage 2 allowance for loan losses

568

572

532

Stage 3 allowance for loan losses

Total allowance for off-balance sheet instruments

1,002

1,000

Allowance for loan losses

8,547

8,265

7,644

Allowance for debt securities

Allowance for credit losses

8,550

8,268

7,647

Impaired loans, net of allowance

2,744

2,526

1,803

Net impaired loans as a percentage of net loans

0.29

0.28

0.21

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

0.91

0.89

0.87

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.47

0.44

0.28

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

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

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

due.

Real Estate Secured Lending

Retail real estate secured lending includes

mortgages and lines of credit to North American

consumers to satisfy financing needs including

home purchases and

refinancing. While the Bank retains first lien

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

of loans with second liens, but most of

these are

behind a TD mortgage that is in first

position. In Canada, credit policies are designed

so that the combined exposure of all uninsured

facilities on one property does

not exceed 80% of the collateral value at origination.

Lending at a higher loan-to-value ratio

is permitted by legislation but requires

default insurance. This

insurance is contractual coverage for the life

of eligible facilities and protects the

Bank’s real estate secured lending portfolio against

potential losses caused by

borrowers’ default. The Bank may also purchase

default insurance on lower loan-to-value

ratio loans. The insurance is provided

by either government-backed

entities or approved private mortgage insurers.

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

mortgage insurance is usually obtained from either

government-

backed entities or approved private mortgage

insurers when the loan-to-value exceeds

80% of the collateral value at origination.

The Bank regularly performs stress tests

on its real estate lending portfolio as part

of its overall stress testing program. This is

done with a view to determine the

extent to which the portfolio would be vulnerable

to a severe downturn in economic conditions.

The effect of severe changes in house prices,

interest rates, and

unemployment levels are among the factors

considered when assessing the impact

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

of portfolio

segments, including dwelling type and geographical

regions, are examined during the exercise

to determine whether specific vulnerabilities

exist.

TABLE 20: CANADIAN REAL ESTATE SECURED LENDING

1,2

(millions of Canadian dollars)

As at

Amortizing

Non-amortizing

Total

Residential

Home equity

Total amortizing real

Home equity

mortgages

lines of credit

estate secured lending

lines of credit

April 30, 2024

Total

268,732

87,295

356,027

31,940

387,967

October 31, 2023

Total

263,733

86,943

350,676

30,675

381,351

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 April 30, 2024 and October 31, 2023.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 25

TABLE 21: REAL ESTATE

SECURED LENDING

1,2

(millions of Canadian dollars, except as noted)

As at

Residential mortgages

Home equity lines of credit

Total

Insured

Uninsured

Insured

Uninsured

Insured

Uninsured

April 30, 2024

Canada

Atlantic provinces

2,514

0.9

4,642

1.7

170

0.1

2,039

1.7

2,684

0.7

6,681

1.7

British Columbia

8,532

3.2

47,093

17.6

859

0.7

22,029

18.5

9,391

2.4

69,122

17.8

Ontario

22,363

8.4

122,615

45.6

2,938

2.5

65,170

54.6

25,301

6.6

187,785

48.4

Prairies

18,312

6.8

21,086

7.8

1,634

1.4

12,031

10.1

19,946

5.1

33,117

8.5

Québec

7,042

2.6

14,533

5.4

550

0.5

11,815

9.9

7,592

2.0

26,348

6.8

Total Canada

58,763

21.9

209,969

78.1

6,151

5.2

113,084

94.8

64,914

16.8

323,053

83.2

United States

1,480

55,820

–

10,818

1,480

66,638

Total

60,243

265,789

6,151

123,902

66,394

389,691

October 31, 2023

Canada

Atlantic provinces

2,561

1.0

4,557

1.7

181

0.2

1,938

1.6

2,742

0.7

6,495

1.7

British Columbia

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

April 30, 2024

Canada

0.8

2.7

5.9

14.7

31.7

26.3

1.4

16.5

100.0

United States

4.3

1.2

3.4

7.6

11.6

70.6

0.8

0.5

100.0

Total

1.4

2.4

5.5

13.5

28.1

34.2

1.3

13.6

100.0

October 31, 2023

Canada

0.8

2.7

5.7

14.1

31.5

24.6

1.4

19.2

100.0

United States

5.3

1.4

3.8

7.8

10.6

69.5

1.1

0.5

100.0

Total

1.6

2.5

5.3

13.0

27.8

32.6

1.4

15.8

100.0

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.

$30.4 billion or 11% of the mortgage portfolio in Canada (October 31,

2023: $37.4 billion or 14%) relates to mortgages in which the fixed contractual payments are no longer

sufficient to

cover the interest based on the rates in effect at April 30, 2024

and October 31, 2023, respectively.

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

1,2,3

For the three months ended

Residential

Home equity

Residential

Home equity

mortgages

lines of credit

4,5

Total

mortgages

lines of credit

4,5

Total

April 30, 2024

October 31, 2023

Canada

Atlantic provinces

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 26

Sovereign Risk

The table below provides a summary of

the Bank’s direct credit exposures

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

United Kingdom).

TABLE 24: Total Net Exposure by Region and Counterparty

(millions of Canadian dollars)

As at

Loans and commitments

Derivatives, repos, and securities lending

Trading and investment portfolio

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

April 30, 2024

Region

Europe

8,383

5,438

13,828

3,877

1,887

8,628

14,392

1,018

24,766

2,568

28,352

56,572

United Kingdom

8,952

2,759

2,485

14,196

3,119

435

13,487

17,041

945

934

267

2,146

33,383

Asia

245

2,368

2,639

447

680

2,323

3,450

197

10,749

1,178

12,124

18,213

Other

204

–

525

729

221

1,018

3,061

4,300

147

502

3,057

3,706

8,735

Total

17,784

2,792

10,816

31,392

7,664

4,020

27,499

39,183

2,307

36,951

7,070

46,328

116,903

October 31, 2023

Region

Europe

7,577

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 $37.6 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

April 30, 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 April 30, 2024.

Not applicable.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 27

The following table provides details of the

Bank’s regulatory capital position.

TABLE 25: CAPITAL STRUCTURE AND RATIOS – Basel III

(millions of Canadian dollars, except

as noted)

As at

April 30

October 31

April 30

2024

2023

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

25,410

25,522

25,912

Retained earnings

71,904

73,044

74,849

Accumulated other comprehensive income

4,166

2,750

4,108

Common Equity Tier 1 Capital before regulatory

adjustments

101,480

101,316

104,869

Common Equity Tier 1 Capital regulatory adjustments

Goodwill (net of related tax liability)

(18,470)

(18,424)

(18,016)

Intangibles (net of related tax liability)

(2,759)

(2,606)

(2,496)

Deferred tax assets excluding those arising

from temporary differences

(180)

(207)

(96)

Cash flow hedge reserve

4,878

5,571

3,678

Shortfall of provisions to expected losses

–

Gains and losses due to changes in own

credit risk on fair valued liabilities

(181)

(379)

(294)

Defined benefit pension fund net assets (net

of related tax liability)

(676)

(908)

(1,129)

Investment in own shares

(8)

(21)

(18)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(3,202)

(1,976)

(2,135)

Significant investments in the common

stock of banking, financial, and insurance entities

that are outside the scope of regulatory

consolidation, net of eligible short positions

(amount above 10% threshold)

–

Equity investments in funds subject to

the fall-back approach

(51)

(49)

(35)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

–

Total regulatory adjustments to Common Equity Tier 1 Capital

(20,639)

(18,999)

(20,541)

Common Equity Tier 1 Capital

80,841

82,317

84,328

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

10,502

10,791

11,245

Additional Tier 1 Capital instruments before

regulatory adjustments

10,502

10,791

11,245

Additional Tier 1 Capital instruments regulatory

adjustments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(5)

(6)

(112)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(350)

Total regulatory adjustments to Additional Tier 1 Capital

(355)

(356)

(462)

Additional Tier 1 Capital

10,147

10,435

10,783

Tier 1 Capital

90,988

92,752

95,111

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

11,120

9,424

11,166

Collective allowances

1,485

1,964

2,143

Tier 2 Capital before regulatory adjustments

12,605

11,388

13,309

Tier 2 regulatory adjustments

Investments in own Tier 2 instruments

–

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(316)

(196)

(232)

Non-significant investments in the other

TLAC-eligible instruments issued by

G-SIBs and Canadian

D-SIBs, where the institution does not own

more than 10% of the issued common

share capital

of the entity: amount previously designated

for the 5% threshold but that no longer

meets the

conditions

(144)

(136)

(68)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(160)

Total regulatory adjustments to Tier 2 Capital

(620)

(492)

(460)

Tier 2 Capital

11,985

10,896

12,849

Total Capital

102,973

103,648

107,960

Risk-weighted assets

602,825

571,161

549,398

Capital Ratios and Multiples

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

assets)

13.4

14.4

15.3

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

15.1

16.2

17.3

Total Capital (as percentage of risk-weighted assets)

17.1

18.1

19.7

Leverage ratio

4.3

4.4

4.6

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

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

ratio

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

attributable to RWA growth across various segments, common

shares repurchased for cancellation, and

the

impact of the regulatory changes related

to the Fundamental Review of the Trading Book and

Negatively amortizing mortgages. CET1 was

also impacted by the

FDIC special assessment booked in

the fiscal year, items related to the provision for investigations

related to the Bank’s AML program, and

the impact of a civil

matter provision.

The impact of the foregoing items

was partially offset by organic growth, and the issuance

of common shares pursuant to the Bank’s dividend

reinvestment plan.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 28

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

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

ratio from 4.4% as at October 31, 2023

was primarily attributable to

exposure increases across various segments,

common shares repurchased for

cancellation, items related to the provision for investigations

related to the Bank’s

AML program, and the impact of a civil

matter provision.

The impact of the foregoing items was partially

offset by organic capital growth and the issuance

common shares pursuant to the Bank’s dividend reinvestment

plan.

Future Regulatory Capital Developments

There are no future regulatory capital developments

in addition to those described in the “Future

Regulatory Capital Developments” section

of the Bank’s 2023

Annual Report.

TABLE 26: EQUITY AND OTHER SECURITIES

(millions of shares/units and millions of Canadian

dollars, except as noted)

As at

April 30, 2024

October 31, 2023

Number of

shares/units

Amount

shares/units

Amount

Common shares outstanding

1,759.6

25,257

1,791.4

25,434

Treasury – common shares

(0.3)

(24)

(0.7)

(64)

Total common shares

1,759.3

25,233

1,790.7

25,370

Stock options

Vested

6.1

5.1

Non-vested

9.3

9.0

Preferred shares – Class A

Series 1

20.0

500

20.0

500

Series 3

20.0

500

20.0

500

Series 5

20.0

500

20.0

500

Series 7

14.0

350

14.0

350

Series 9

8.0

200

8.0

200

Series 16

14.0

350

14.0

350

Series 18

14.0

350

14.0

350

Series 22

–

14.0

350

Series 24

18.0

450

18.0

450

Series 27

0.8

850

0.8

850

Series 28

0.8

800

0.8

800

129.6

4,850

143.6

5,200

Other equity instruments

Limited Recourse Capital Notes Series

1.8

1,750

1.8

1,750

Limited Recourse Capital Notes Series

1.5

1,500

1.5

1,500

Limited Recourse Capital Notes Series

3,4

1.7

2,403

1.7

2,403

134.6

10,503

148.6

10,853

Treasury – preferred shares and other equity instruments

(0.1)

(8)

(0.1)

(65)

Total preferred shares and other equity instruments

134.5

10,495

148.5

10,788

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

On April 30, 2024, the Bank redeemed all of its 14 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 22 (“Series 22 Preferred Shares”), at a

redemption price of $25.00 per Series 22 Preferred Share, for a total redemption cost of $350 million.

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 May 22, 2024, the Board approved a dividend

in an amount of one dollar and two cents

($1.02) per fully paid common share in the

capital stock of the Bank for

the quarter ending July 31, 2024, payable on

and after July 31, 2024, to shareholders

of record at the close of business on July 10,

2024.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

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

purchased from the open market at market

price.

During the three and six months ended April 30,

2024, the Bank issued 1.6 million and 3.3

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

During the three and six months ended April

30, 2023, the Bank issued 8.9 million and

16.8 million common shares,

respectively, from treasury with a 2% discount.

NORMAL COURSE ISSUER BID

On August 28, 2023,

the Bank announced that the Toronto Stock Exchange and OSFI approved

a normal course issuer bid (NCIB) to

repurchase for cancellation

up to 90 million of its common shares. The

NCIB commenced on August 31, 2023, and

during the three months ended April 30, 2024,

the Bank repurchased

15.2 million common shares under the

NCIB, at an average price of $80.10 per share

for a total amount of $1.2 billion. During

the six months ended April 30, 2024,

the Bank repurchased 36.1 million common

shares under the NCIB, at an average price

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

billion. From the

commencement of the NCIB to April

30, 2024, the Bank repurchased 58 million

shares under the program.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

If a non-viability contingent capital (NVCC)

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

Preferred Shares excluding the preferred

shares issued with

respect to LRCNs, the maximum number of

common shares that could be issued,

assuming there are no declared and unpaid

dividends on the respective series

of preferred shares at the time of conversion,

would be 1.0 billion in aggregate.

The LRCNs, by virtue of the recourse

to the preferred shares held in the Limited

Recourse Trust, include NVCC provisions. For LRCNs, if

an NVCC trigger were

to occur, the maximum number of common shares that

could be issued, assuming there are

no declared and unpaid dividends on the

preferred shares series

issued in connection with such LRCNs,

would be 1.1 billion in aggregate.

For NVCC subordinated notes and debentures,

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

of common shares that could be issued,

assuming there is no accrued and unpaid

interest on the respective subordinated notes

and debentures, would be 3.4 billion in aggregate.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 29

MANAGING RISK

EXECUTIVE SUMMARY

Growing profitability in financial results based

on balanced revenue, expense and capital

growth services involves selectively

taking and managing risks within the

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

a stable and sustainable rate of return for

every dollar of risk it takes, while putting

significant emphasis on

investing in its businesses to meet its future

strategic objectives.

The Bank’s businesses and operations are exposed

to a broad number of risks that have been

identified and defined in the Enterprise

Risk Framework. The

Bank’s tolerance to those risks is defined

in the Enterprise Risk Appetite which has

been developed within a comprehensive

framework that takes into

consideration current conditions in which

the Bank operates and the impact that emerging

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

Bank’s risk appetite

states that it takes risks required to build its

business, but only if those risks: (1)

fit the business strategy and can be understood

and managed; (2) do not expose

the enterprise to any significant single loss

events; TD does not ‘bet the bank’

on any single acquisition, business, or

product; and (3) do not risk harming

the TD

brand. Each business is responsible for setting

and aligning its individual risk appetites

with that of the enterprise based on a

thorough examination of the specific

risks to which it is exposed.

The Bank considers it critical to regularly

assess its operating environment

and highlight top and emerging risks. These

are risks with a potential to have a

material effect on the Bank and where the attention

of senior leaders is focused due to the potential

magnitude or immediacy of their impact.

Risks are identified, discussed, and actioned

by senior leaders and reported quarterly

to the Risk Committee. Specific plans

to mitigate top and emerging risks

are prepared, monitored, and adjusted as required.

The Bank’s risk governance structure and risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

Additional information on risk factors can

be found in this document and the 2023

MD&A under the heading “Risk Factors and

Management”. For a complete

discussion of the risk governance structure

and the risk management approach, refer

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

2023 Annual Report.

The shaded sections of this MD&A represent

a discussion relating to market and liquidity

risks and form an integral part of the Interim

Consolidated Financial

Statements for the period ended April 30, 2024.

CREDIT RISK

Gross credit risk exposure, also referred

to as exposure at default (EAD), is the

total amount the Bank is exposed to at the time

of default of a loan and is

measured before counterparty-specific

provisions or write-offs. Gross credit risk exposure

does not reflect the effects of credit risk

mitigation (CRM) and includes

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

On-balance sheet exposures consist primarily

of outstanding loans, acceptances, non-trading

securities,

derivatives, and certain other repo-style

transactions. Off-balance sheet exposures consist

primarily of undrawn commitments, guarantees,

and certain other

repo-style transactions.

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 27: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

4,469

525,100

529,569

4,815

515,152

519,967

Qualifying revolving retail

858

170,498

171,356

810

169,183

169,993

Other retail

3,800

101,403

105,203

3,368

99,253

102,621

Total retail

9,127

797,001

806,128

8,993

783,588

792,581

Non-retail

Corporate

2,494

682,411

684,905

3,496

654,369

657,865

Sovereign

506,846

506,911

116

527,423

527,539

Bank

4,476

182,464

186,940

5,272

171,180

176,452

Total non-retail

7,035

1,371,721

1,378,756

8,884

1,352,972

1,361,856

Gross credit risk exposures

16,162

2,168,722

2,184,884

17,877

2,136,560

2,154,437

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

equity, and certain other credit RWA.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 30

MARKET RISK

Market risk capital is calculated using the Standardized

Approach.

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

monitor

and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes

is classified as trading market risk.

TABLE 28: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

Other

sheet

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

87,665

886

86,779

–

98,348

327

98,021

–

Interest rate

Trading loans, securities, and other

166,346

164,633

1,713

–

152,090

151,011

1,079

–

Interest rate

Non-trading financial assets at

fair value through profit or loss

5,646

–

5,646

–

7,340

–

7,340

–

Equity,

foreign exchange,

interest rate

Derivatives

82,190

76,141

6,049

–

87,382

81,526

5,856

–

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

5,925

–

5,925

–

5,818

–

5,818

–

Interest rate

Financial assets at fair value through

other comprehensive income

75,246

–

75,246

–

69,865

–

69,865

–

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

293,594

–

293,594

–

308,016

–

308,016

–

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

205,722

8,920

196,802

–

204,333

9,649

194,684

–

Interest rate

Loans, net of allowance for

loan losses

928,124

–

928,124

–

895,947

–

895,947

–

Interest rate

Customers’ liability under

acceptances

4,183

–

4,183

–

17,569

–

17,569

–

Interest rate

Investment in Schwab

9,866

–

9,866

–

8,907

–

8,907

–

Equity

Other assets

1,2

1,655

–

1,655

–

1,956

–

1,956

–

Interest rate

Assets not exposed to

market risk

100,506

–

100,506

97,568

–

97,568

Total Assets

1,966,668

250,580

1,615,582

100,506

1,955,139

242,513

1,615,058

97,568

Liabilities subject to market risk

Trading deposits

31,221

27,548

3,673

–

30,980

27,059

3,921

–

Equity, interest rate

Derivatives

69,742

68,290

1,452

–

71,640

70,382

1,258

–

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

17,653

–

14,422

–

Interest rate

Financial liabilities designated at

fair value through profit or loss

188,105

188,104

–

192,130

192,128

–

Interest rate

Deposits

1,203,771

–

1,203,771

–

1,198,190

–

1,198,190

–

Interest rate,

foreign exchange

Acceptances

4,183

–

4,183

–

17,569

–

17,569

–

Interest rate

Obligations related to securities

sold short

38,145

37,491

654

–

44,661

43,993

668

–

Interest rate

Obligations related to securities sold

under repurchase agreements

192,239

11,337

180,902

–

166,854

12,641

154,213

–

Interest rate

Securitization liabilities at amortized

cost

12,581

–

12,581

–

12,710

–

12,710

–

Interest rate

Subordinated notes and debentures

11,318

–

11,318

–

9,620

–

9,620

–

Interest rate

Other liabilities

1,2

28,804

–

28,804

–

27,062

–

27,062

–

Equity, interest rate

Liabilities and Equity not

exposed to market risk

168,906

–

168,906

169,301

–

169,301

Total Liabilities and Equity

1,966,668

162,320

1,635,442

168,906

1,955,139

168,499

1,617,339

169,301

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

second quarter 2024 Interim Consolidated Financial Statements for further

details.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 31

-70

-60

-50

-40

-30

-20

-10

2/1/2024

2/6/2024

2/11/2024

2/16/2024

2/21/2024

2/26/2024

3/2/2024

3/7/2024

3/12/2024

3/17/2024

3/22/2024

3/27/2024

4/1/2024

4/6/2024

4/11/2024

4/16/2024

4/21/2024

4/26/2024

TOTAL VALUE-AT-RISK

AND TRADING NET REVENUE

(millions of Canadian dollars)

Trading net revenue

Value-at-Risk

Calculating VaR

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

Market Risk (GMR) and Idiosyncratic Debt

Specific Risk (IDSR) associated with the

Bank’s trading positions.

GMR is determined by creating a distribution

of potential changes in the market value of

the current portfolio using historical simulation.

The Bank values the

current portfolio using the market price and rate

changes of the most recent

259

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

commodity

products. GMR is computed as the threshold

level that portfolio losses are not expected

to exceed more than

one

out of every

100

trading days. A

one-day

holding

period is used for GMR calculation.

IDSR measures idiosyncratic (single-name) credit

spread risk for credit exposures in the trading

portfolio using Monte Carlo simulation.

The IDSR model is

based on the historical behaviour of five-year idiosyncratic

credit spreads. Similar to GMR, IDSR is

computed as the threshold level that portfolio

losses are not

expected to exceed more than

one

out of every

100

trading days. IDSR is measured for a

ten-day

holding period.

The following graph discloses daily one-day

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

within Wholesale Banking. Trading net revenue includes

trading income and net interest income related

to positions within the Bank’s market risk capital

trading books. For the quarter ended April

30, 2024, there was

one day

of trading losses and trading net revenue

was positive for

% of the trading days, reflecting normal

trading activity. Losses in the year did not exceed

VaR on any trading day.

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

of its limitations, for example:

●

VaR uses historical data to estimate future events, which limits

its forecasting abilities;

●

it does not provide information on losses beyond

the selected confidence level; and

●

it assumes that all positions can be liquidated

during the holding period used for VaR calculation.

The Bank continuously improves its VaR methodologies and incorporates

new risk measures in line with market

conventions, industry best practices, and

regulatory requirements.

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

management purposes.

This includes Stress Testing as well

as sensitivities to various market risk factors.

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

and low usage of TD’s VaR metric.

TABLE 29: PORTFOLIO MARKET RISK MEASURES

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2024

2023

2024

2023

As at

Average

High

Low

Average

Interest rate risk

18.3

20.8

27.7

15.6

17.8

28.6

19.3

26.3

Credit spread risk

31.1

26.5

33.1

18.9

29.4

31.8

27.9

30.5

Equity risk

9.0

7.5

9.8

5.2

7.2

11.4

7.3

11.0

Foreign exchange risk

5.0

3.1

7.0

1.4

2.4

4.4

2.7

4.6

Commodity risk

3.8

3.9

6.6

2.2

3.7

3.6

3.8

5.9

Idiosyncratic debt specific risk

20.1

18.9

22.8

15.7

20.9

36.0

19.9

37.5

Diversification effect

(56.8)

(52.8)

n/m

(51.2)

(65.9)

(51.9)

(64.4)

Total Value-at-Risk (one-day)

30.5

27.9

34.7

24.0

30.2

49.9

29.0

51.4

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 fixed income positions

combined with narrower credit spreads.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 32

Validation of VaR Model

The Bank uses a back-testing process

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

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities. The measurement of interest

rate risk in the banking book does not

include exposures from TD’s

Wholesale Banking or Insurance businesses.

The primary measures for this risk are Economic

Value of Shareholders’

Equity (EVE) Sensitivity and Net Interest

Income Sensitivity (NIIS).

The EVE Sensitivity measures the impact

of a specified interest rate shock to the

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

book assets, liabilities,

and certain off-balance sheet items. It reflects a

measurement of the potential present value impact

on shareholders’ equity without an assumed

term profile for the

management of the Bank’s own equity and excludes

product margins.

The NIIS measures the NII change over

a twelve-month horizon for a specified

change in interest rates for banking book

assets, liabilities, and certain off-

balance sheet items assuming a constant balance

sheet over the period.

The Bank’s Market Risk policy sets overall limits

on the structural interest rate risk measures.

These limits are periodically reviewed and

approved by the Risk

Committee. In addition to the Board policy

limits, book-level risk limits are set

for the Bank’s management of non-trading interest

rate risk by Risk Management.

Exposures against these limits are routinely

monitored and reported, and breaches of the

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

Capital

Committee (ALCO) and the Risk Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures. Interest rate floors are applied

by currency to the decrease in rates such

that they do not exceed expected lower bounds,

with the most material

currencies set to a floor of -25 bps.

TABLE 30: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

April 30, 2024

January 31, 2024

April 30, 2023

EVE

NII

EVE

NII

EVE

NII

Sensitivity

Canada

U.S.

Total

Canada

U.S.

Total

Before-tax impact of

100 bps increase in rates

(502)

(1,810)

(2,312)

457

418

875

(2,136)

969

(1,682)

785

100 bps decrease in rates

385

1,476

1,861

(484)

(569)

(1,053)

1,722

(1,152)

1,106

(910)

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

As at April 30, 2024, an immediate and sustained

100 bps increase in interest rates

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

of $

2,312

million, an

increase of $

176

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

875

million, a decrease of $

million from last quarter. An immediate and

sustained 100 bps decrease in interest rates

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

of $

1,861

million, an increase of $

139

million from last quarter,

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

1,053

million, a decrease of $

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

in EVE Sensitivity is

primarily due to an increase in the interest

rate sensitivity of the Bank’s investment portfolio

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

decrease in NII Sensitivity

is primarily

due to Treasury hedging activity.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 33

Liquidity Risk

Liquidity risk is the risk of having insufficient cash

or collateral to meet financial obligations

and an inability to, in a timely manner, raise funding or

monetize assets

at a non-distressed price. Financial obligations

can arise from deposit withdrawals, debt

maturities, commitments to provide credit or liquidity

support,

or the need

to pledge additional collateral.

TD’S LIQUIDITY RISK APPETITE

The Bank applies an established set of practices

and protocols for managing its potential

exposure to liquidity risk. The Bank

targets a 90-day survival horizon

under a combined bank-specific and market-wide

stress scenario, and a minimum buffer over regulatory

requirements prescribed by the OSFI Liquidity

Adequacy

Requirements (LAR)

guidelines. Under the LAR guidelines,

Canadian banks are required to maintain

a Liquidity Coverage Ratio (LCR) at the

minimum of 100%

other than during periods of financial stress

and to maintain a Net Stable Funding

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

Bank’s funding program emphasizes

maximizing deposits as a core source of

funding, and having ready access to wholesale

funding markets across diversified terms,

funding types, and currencies

that is designed to ensure low exposure

to a sudden contraction of wholesale funding

capacity and to minimize structural liquidity

gaps. The Bank also maintains a

contingency funding plan to enhance preparedness

for recovery from potential liquidity stress

events. The Bank’s strategies and actions comprise

an integrated

liquidity risk management program that is designed

to ensure low exposure to liquidity risk and

compliance with regulatory requirements.

LIQUIDITY RISK MANAGEMENT RESPONSIBILITY

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

management program. It ensures there are

effective management structures and practices

in place to properly

measure and manage liquidity risk. The Global

Liquidity & Funding Committee, a subcommittee

of the ALCO comprised of senior management

from Treasury,

Risk Management and Wholesale Banking, identifies

and monitors the Bank’s liquidity risks.

The management of liquidity risk is the responsibility

of the SET

member responsible for Treasury, while oversight and challenge are provided

by the ALCO and independently by Risk

Management. The Risk Committee

regularly reviews the Bank’s liquidity position

and approves the Bank’s Liquidity Risk

Management Framework biennially and

the related policies annually.

The Bank has established TD Group US Holding

LLC (TDGUS)

as TD’s U.S. Intermediate Holding Company

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

(CUSO) reporting unit that consists of

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

Both TDGUS and CUSO are managed

to the U.S. Enhanced Prudential

Standards liquidity requirements in addition

to the Bank’s liquidity management framework.

The Bank’s liquidity risk appetite and liquidity risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

For a complete discussion of liquidity risk,

refer to the “Liquidity Risk”

section in the Bank’s 2023 Annual Report.

Liquid assets

The unencumbered liquid assets the Bank holds

to meet its liquidity requirements must be

high-quality securities that the Bank believes

can be monetized quickly

in stress conditions with minimum loss in

market value. The liquidity value of unencumbered

liquid assets considers estimated market

or trading depths, settlement

timing, and/or other identified impediments

to potential sale or pledging.

Assets held by the Bank to meet liquidity

requirements are summarized in the following

tables. The tables do not include assets held

within the Bank’s

insurance businesses as these are used to

support insurance-specific liabilities and capital

requirements.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 34

TABLE 31: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY

1,2

(millions of Canadian dollars, except as noted)

As at

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

% of

Encumbered

Unencumbered

liquid assets

transactions

liquid assets

total

liquid assets

April 30, 2024

Cash and central bank reserves

25,184

–

25,184

737

24,447

Canadian government obligations

23,108

89,065

112,173

51,323

60,850

National Housing Act Mortgage-Backed

Securities (NHA MBS)

41,366

–

41,366

1,393

39,973

Obligations of provincial governments, public sector entities

and multilateral development banks

41,497

25,839

67,336

36,592

30,744

Corporate issuer obligations

21,088

5,672

26,760

5,662

21,098

Equities

11,643

2,987

14,630

13,637

993

Total Canadian dollar-denominated

163,886

123,563

287,449

109,344

178,105

Cash and central bank reserves

58,173

–

58,173

255

57,918

U.S. government obligations

73,624

62,310

135,934

75,498

60,436

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

federal agency mortgage-backed obligations

79,327

12,748

92,075

27,419

64,656

Obligations of other sovereigns, public sector entities

and multilateral development banks

65,458

37,119

102,577

38,977

63,600

Corporate issuer obligations

78,482

14,856

93,338

26,992

66,346

Equities

52,202

36,828

89,030

49,879

39,151

Total non-Canadian dollar-denominated

407,266

163,861

571,127

219,020

352,107

Total

571,152

287,424

858,576

100

328,364

530,212

October 31, 2023

Cash and central bank reserves

28,548

–

28,548

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 32: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

April 30

October 31

2024

2023

The Toronto-Dominion Bank (Parent)

231,560

205,408

Bank subsidiaries

280,336

291,915

Foreign branches

18,316

44,341

Total

530,212

541,664

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 35

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended April 30, 2024 and January 31,

2024, are

summarized in the following table.

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

1,2

(millions of Canadian dollars, except as noted)

Average for the three months ended

Securities

received as

collateral from

securities

financing and

Total

Bank-owned

derivative

liquid

% of

Encumbered

Unencumbered

liquid assets

transactions

assets

Total

liquid assets

April 30, 2024

Cash and central bank reserves

21,416

–

21,416

662

20,754

Canadian government obligations

22,788

89,436

112,224

54,659

57,565

NHA MBS

41,280

41,297

1,397

39,900

Obligations of provincial governments, public sector

entities and multilateral development banks

42,126

23,814

65,940

35,200

30,740

Corporate issuer obligations

20,600

5,514

26,114

5,741

20,373

Equities

13,240

3,267

16,507

12,554

3,953

Total Canadian dollar-denominated

161,450

122,048

283,498

110,213

173,285

Cash and central bank reserves

61,498

–

61,498

228

61,270

U.S. government obligations

75,101

63,416

138,517

75,230

63,287

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

federal agency mortgage-backed obligations

79,294

12,670

91,964

27,618

64,346

Obligations of other sovereigns, public sector entities and

multilateral development banks

65,033

36,777

101,810

39,427

62,383

Corporate issuer obligations

79,427

14,078

93,505

25,515

67,990

Equities

52,723

38,939

91,662

51,440

40,222

Total non-Canadian dollar-denominated

413,076

165,880

578,956

219,458

359,498

Total

574,526

287,928

862,454

100

329,671

532,783

January 31, 2024

Cash and central bank reserves

25,485

–

25,485

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

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

AND BRANCHES

(millions of Canadian dollars)

Average for the three months ended

April 30

January 31

2024

The Toronto-Dominion Bank (Parent)

227,812

209,171

Bank subsidiaries

278,667

285,938

Foreign branches

26,304

33,269

Total

532,783

528,378

ASSET ENCUMBRANCE

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

assets are pledged to obtain funding,

support trading and brokerage businesses,

and participate in clearing

and/or settlement systems. A summary

of encumbered and unencumbered assets

(excluding assets held in insurance subsidiaries)

is presented in the following

table to identify assets that are used or available

for potential funding needs.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 36

TABLE 35: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

Unencumbered

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Pledged as

Available as

assets

transactions

Assets

Collateral

Other

Collateral

Other

April 30, 2024

Cash and due from banks

6,308

–

6,308

–

6,301

Interest-bearing deposits with

banks

87,665

–

87,665

5,358

–

78,526

3,781

Securities, trading loans, and other

546,757

435,351

982,108

412,327

18,123

525,410

26,248

Derivatives

82,190

–

82,190

–

82,190

Securities purchased under reverse

repurchase agreements

205,722

(205,722)

–

Loans, net of allowance for loan

losses

928,124

(13,496)

914,628

62,284

80,013

60,034

712,297

Customers’ liabilities under

acceptances

4,183

–

4,183

–

4,183

Other assets

105,719

–

105,719

311

–

105,408

Total assets

1,966,668

216,133

2,182,801

480,280

98,136

663,977

940,408

October 31, 2023

Total assets

1,955,139

215,318

2,170,457

460,641

84,997

678,289

946,530

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 37

TABLE 36: CREDIT RATINGS

As at

April 30, 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 over-the-counter (OTC)

derivative counterparties as of the reporting

date in the event of one, two, and three-notch

downgrades of the Bank’s credit ratings.

TABLE 37: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES

(millions of Canadian dollars)

Average for the three months ended

April 30

January 31

2024

One-notch downgrade

166

Two-notch downgrade

242

150

Three-notch downgrade

934

800

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

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

LIQUIDITY COVERAGE RATIO

The LCR is a Basel III metric calculated

as the ratio of the stock of unencumbered high-quality

liquid assets (HQLA) over the net

cash outflow requirements in the

next 30 days under a hypothetical liquidity stress

event.

Other than during periods of financial stress,

the Bank must maintain the LCR above

100% in accordance with the OSFI LAR

requirement. The Bank’s LCR is

calculated according to the scenario parameters

in the LAR guideline, including prescribed

HQLA eligibility criteria and haircuts, deposit

run-off rates, and other

outflow and inflow rates. HQLA held by the

Bank that are eligible for the LCR calculation

under the LAR are primarily central bank reserves,

sovereign-issued or

sovereign-guaranteed securities, and high-quality

securities issued by non-financial entities.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 38

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 38: AVERAGE BASEL III LIQUIDITY COVERAGE RATIO

(millions of Canadian dollars, except

as noted)

Average for the three months ended

April 30, 2024

Total unweighted

Total weighted

value (average)

High-quality liquid assets

Total high-quality liquid assets

n/a

332,676

Cash outflows

Retail deposits and deposits from small business

customers, of which:

480,690

30,668

Stable deposits

257,719

7,732

Less stable deposits

222,971

22,936

Unsecured wholesale funding, of which:

354,375

178,685

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

126,605

30,035

Non-operational deposits (all counterparties)

196,382

117,262

Unsecured debt

31,388

Secured wholesale funding

n/a

46,341

Additional requirements, of which:

342,989

97,537

Outflows related to derivative exposures and

other collateral requirements

57,259

37,980

Outflows related to loss of funding on debt products

10,282

Credit and liquidity facilities

275,448

49,275

Other contractual funding obligations

22,108

11,296

Other contingent funding obligations

779,005

12,314

Total cash outflows

n/a

376,841

Cash inflows

Secured lending

243,498

32,298

Inflows from fully performing exposures

27,613

12,676

Other cash inflows

66,917

Total cash inflows

338,028

111,891

Average for the three months ended

April 30, 2024

January 31, 2024

Total adjusted

value

Total high-quality liquid assets

332,676

334,351

Total net cash outflows

264,950

251,329

Liquidity coverage ratio

126

133

The LCR for the quarter ended April 30, 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 126%

for the quarter ended April 30, 2024 continues

to meet the regulatory requirements.

The Bank holds a variety of liquid assets

commensurate with the liquidity needs of

the organization. Many of these assets qualify

as HQLA under the OSFI LAR

guideline. The average HQLA of the Bank

for the quarter ended April 30, 2024 was $333

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

with Level 1 assets representing

83% (January 31, 2024 – 83%). The Bank’s reported

HQLA excludes excess HQLA from the

U.S. Retail operations, reflecting liquidity

transfer limitations from

U.S. Retail and its affiliates which adheres to OSFI

LAR and Federal Reserve Board guidelines.

As described in the “How TD Manages Liquidity

Risk” section of the Bank’s 2023 Annual Report,

the Bank manages its HQLA and other liquidity

buffers to the

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

target buffers over regulatory requirements

from the LCR, NSFR, and the Net Cumulative

Cash Flow metrics.

As a result, the total stock of HQLA is subject

to ongoing rebalancing against the projected

liquidity requirements.

NET STABLE

FUNDING RATIO

The NSFR is a Basel III metric calculated as

the ratio of total available stable funding

(ASF) over total required stable funding (RSF)

in accordance with OSFI’s

LAR guideline. The Bank must maintain an

NSFR ratio equal to or above 100% in accordance

with the LAR guideline. The Bank’s ASF comprises

the Bank’s

liability and capital instruments (including

deposits and wholesale funding). The assets

that require stable funding are based on

the Bank’s on and off-balance

sheet activities and a function of their liquidity

characteristics and the requirements of OSFI’s

LAR guideline.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 39

TABLE 39: NET STABLE FUNDING RATIO

(millions of Canadian dollars, except

as noted)

As at

April 30, 2024

Unweighted value by residential maturity

6 months to

Less than

less than

More than

Weighted

maturity

6 months

1 year

value

Available Stable Funding Item

Capital

108,390

n/a

10,879

119,270

Regulatory capital

108,390

n/a

10,879

119,270

Other capital instruments

n/a

–

Retail deposits and deposits from small business

customers:

439,111

73,242

36,382

31,910

539,930

Stable deposits

250,252

27,285

15,288

16,038

294,223

Less stable deposits

188,859

45,957

21,094

15,872

245,707

Wholesale funding:

244,275

390,301

81,070

244,446

441,704

Operational deposits

103,112

2,344

–

52,728

Other wholesale funding

141,163

387,957

81,070

244,446

388,976

Liabilities with matching interdependent assets

–

3,175

2,021

23,122

–

Other liabilities:

50,470

98,179

2,773

NSFR derivative liabilities

n/a

2,815

n/a

All other liabilities and equity not included

in the above categories

50,470

91,462

2,259

1,643

2,773

Total Available Stable Funding

1,103,677

Required Stable Funding Item

Total NSFR high-quality liquid assets

n/a

61,140

Deposits held at other financial institutions for

operational purposes

–

Performing loans and securities

106,425

264,865

117,995

669,318

767,215

Performing loans to financial institutions

secured by Level 1 HQLA

–

81,829

11,097

–

12,654

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

–

58,692

8,304

10,267

20,905

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

38,027

68,889

42,237

290,713

339,652

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

48,678

26,989

–

37,125

Performing residential mortgages, of which:

31,893

47,393

49,950

300,432

297,262

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

31,893

47,393

49,950

300,432

297,262

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

36,505

8,062

6,407

67,906

96,742

Assets with matching interdependent liabilities

–

2,966

2,292

23,060

–

Other assets:

74,303

146,755

111,919

Physical traded commodities, including gold

11,638

n/a

10,076

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

17,688

15,035

NSFR derivative assets

n/a

9,841

7,026

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

25,144

1,257

All other assets not included in the above

The Toronto-Dominion Bank (TD) 6-K2024 Q2 TD Bank Group Reports Second Quarter 2024 Results