The Toronto-Dominion Bank 6K 2025 Q1 TD Bank Group • First Quarter 2025 • Report to Shareholders | TD Filing

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports First Quarter 2025 Results

Earnings News Release

•

Three months ended January 31, 2025

This quarterly Earnings News Release should

be read in conjunction with the Bank’s

unaudited first quarter 2025 Report

to Shareholders for the three months

ended January 31,

2025,

prepared in accordance with International

Financial Reporting Standards (IFRS)

as issued by the International

Accounting Standards

Board (IASB), which is available on our website

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

This analysis is dated February 26, 2025.

Unless otherwise indicated, all amounts

are expressed in Canadian dollars, and have

been primarily derived from the Bank’s

Annual or Interim Consolidated Financial

Statements prepared in accordance

with IFRS. Certain comparative amounts

have been revised to conform with the

presentation adopted in the current period.

Additional information relating to the

Bank is available on the Bank’s website

at http://www.td.com,

as well as on SEDAR+

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

and Exchange

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

(EDGAR filers section).

Reported results conform with generally

accepted accounting principles (GAAP),

in accordance with IFRS.

Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s use

of non-GAAP financial measures, refer

to “Significant and Subsequent Events” and

“Non-GAAP and Other

Financial Measures” in the “How We Performed”

section of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS,

compared with the first quarter last year:

●

Reported diluted earnings per share were

$1.55, compared with $1.55.

●

Adjusted diluted earnings per share were

$2.02, compared with $2.00.

●

Reported net income was $2,793 million,

compared with $2,824 million.

●

Adjusted net income was $3,623 million,

compared with $3,637 million.

FIRST QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The first quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles

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

cents per share), compared with $94 million

($79 million after tax or

4 cents per share) in the first quarter last

year.

●

Acquisition and integration charges related

to the Cowen acquisition of $52 million

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

compared with

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

in the first quarter last year.

●

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $54 million ($41

million after tax or

2 cents per share), compared with $57 million

($43 million after tax or 2 cents per

share) in the first quarter last year.

●

U.S. balance sheet restructuring of $927

million ($696

million after tax or 40 cents per share).

TORONTO

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

the “Bank”) today announced its financial results

for the first quarter ended January 31, 2025. Reported

and

adjusted earnings were $2.8 billion and $3.6 billion,

respectively, relatively flat

compared with the first quarter last year.

“TD started the year with strong momentum and record revenue

across many of our businesses. While expenses remain

somewhat elevated, we delivered solid earnings,

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

said Raymond Chun, Group President and Chief Executive

Officer, TD Bank Group.

“U.S. AML remediation remains

our top priority and we continue to make consistent progress

to strengthen the Bank. The strategic review is

advancing as planned, and we have taken early

action, such as

our divestiture of Schwab, as we develop our strategy

and roadmap for the future.”

Canadian Personal and Commercial Banking delivered

record revenue supported by continued volume growth

Canadian Personal and Commercial Banking net income was

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

quarter last year. This increase

reflects higher revenue,

partially offset by higher non-interest expenses and provisions

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

million, an increase of 5%, primarily reflecting loan

and

deposit volume growth.

This quarter, the Canadian Personal Bank

continued to build momentum, including deepening

customer relationships by launching Real Estate Secured

Lending and

Investing specialists in its highest opportunity branches.

In addition, the TD Aeroplan Visa Infinite Card

was recognized by Rewards Canada as Canada

’s top airline credit

card for the fourth year in a row

. In Business Banking, TD Auto Finance achieved record retail

originations this quarter and a significant expansion

of new dealer floor plan

relationships.

The U.S. Retail Bank delivered continued momentum

while making progress on balance sheet restructuring

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

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

compared with the first quarter last year.

On an adjusted

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

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

for the quarter from the Bank’s investment in

The Charles

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

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

the first quarter last year.

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

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

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

with the first quarter last year, primarily

reflecting the impact of balance sheet restructuring activities,

governance and control investments including the

Bank’s U.S. BSA/AML

remediation program, and higher PCL, partially offset

by the impact of the FDIC special assessment charge in the

first quarter last year. On

an adjusted basis, net income was

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

dollars) compared with the first quarter last year,

reflecting higher non-interest expenses and higher PCL,

partially

offset by higher revenue.

This quarter, the U.S. Retail Bank continued

to deliver operating momentum, with its fifth consecutive

quarter of personal deposit growth and double-digit

growth in

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

The business also made significant progress in its

balance sheet restructuring strategy to ensure it can continue

to support its customers’

needs under the asset limitation.

Wealth Management and Insurance delivered record

Wealth revenue, earnings and assets, and

strong Insurance premium growth

Wealth Management and Insurance net income

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

the first quarter last year, driven

by record revenue, earnings and assets

in Wealth Management and strong insurance premiums

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

premiums growth and higher fee-based revenue

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

income from deposits and increased transaction

revenue.

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

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 2

This quarter, Wealth Management

and Insurance continued to deliver investment excellence

and innovative solutions.

TD Direct Investing was ranked #1 Digital Brokerage in

Canada by The Globe and Mail for the third consecutive

year. TD Asset Management received

24 Fundata FundGrade A+® Awards and was

recognized in six categories at

the 2024 Canada LSEG Lipper Fund Awards. In addition,

TD Insurance, with TD Securities as joint bookrunner,

diversified its reinsurance capacity by becoming

the first

Canadian insurer to sponsor a catastrophe bond solely focused

on catastrophe perils in Canada.

Wholesale Banking delivered record revenue driven by

its Global Markets business

Wholesale Banking reported net income for the quarter was

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

quarter last year, primarily reflecting

higher revenue,

partially offset by higher PCL and non-interest expenses.

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

an increase of 14% compared with the first quarter last

year.

Revenue for the quarter was a record $2 billion,

an increase of 12% compared with the first quarter last

year, primarily reflecting higher

trading-related revenue and

underwriting fees.

Wholesale Banking continued to drive growth from the enhanced

capabilities of the franchise. TD Cowen won the

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

which

recognizes the leading underwriter of U.S. equity offerings

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

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

marquee US$15 billion secondary offering of Schwab

shares by TD, an important milestone.

Capital

TD’s Common Equity Tier 1 Capital

ratio was 13.1%.

Conclusion

“TD’s strength and stability,

combined with our unrelenting focus on meeting the

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

in this period of geopolitical

and

macroeconomic uncertainty,

”

added Chun. “I want to thank our colleagues across

the globe for their tremendous efforts and commitment.

”

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

on page 3.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 3

Caution Regarding Forward-Looking Statements

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

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

and

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

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

statements are made

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

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

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

the Management’s Discussion and Analysis (“2024 MD&A”) in the Bank’s 2024 Annual Report under the heading

“Economic

Summary and Outlook”, under the headings “Key Priorities for 2025” and “Operating Environment and

Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance,

and

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

2025” for the Corporate segment, and in other statements regarding the Bank’s objectives and priorities for

2025 and beyond

and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated

financial performance.

Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”,

“expect”, “anticipate”, “intend”, “estimate”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”,

“potential”, “predict”,

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

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

forward-looking

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

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

political, and

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

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

expressed in the forward-looking statements.

Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit,

market (including equity, commodity, foreign exchange, interest rate, and credit spreads), operational (including

technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, legal and regulatory compliance (including financial crime),

reputational, environmental and social, and other risks.

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

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

risk (including the

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

and compliance risk; risks associated with the Bank’s ability to satisfy the terms of the global resolution

the investigations into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program; the impact of the global resolution of the

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

businesses, operations, financial condition, and reputation; the ability of the Bank to execute on long-term strategies,

shorter-term key strategic priorities, including the successful completion of acquisitions and

dispositions

and integration of acquisitions, the ability of the Bank to achieve its financial or strategic objectives

with respect to its investments, business retention plans, and other strategic plans; technology and

cyber security risk

(including cyber-attacks, data security breaches or technology failures) on the Bank’s technologies, systems and networks,

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

the Bank; data risk; model risk; fraud activity; insider risk; conduct risk; the failure of

third parties to comply with their obligations to the Bank or its affiliates, including relating to

the care and control of information, and other

risks arising from the Bank’s use of third-parties; the impact of new and changes to, or application of, current laws,

rules and regulations, including without limitation consumer protection laws and regulations, tax laws,

capital guidelines and liquidity regulatory guidance; increased competition from incumbents and

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

disruptive technology;

environmental and social risk (including climate-related risk); exposure related to litigation and

regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes in

foreign exchange rates, interest

rates, credit spreads and equity prices; downgrade, suspension or withdrawal of ratings assigned

by any rating agency, the value and market price of the Bank’s common shares and other securities may be impacted by

market conditions and other factors; the interconnectivity of financial institutions including existing

and potential international debt crises; increased funding costs and market volatility due to market

illiquidity and competition

for funding; critical accounting estimates and changes to accounting standards, policies, and methods

used by the Bank; and the occurrence of natural and unnatural catastrophic events and claims resulting

from such

events.

The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other

factors could also adversely affect the Bank’s results. For more detailed information, please refer to the “Risk

Factors and

Management” section of the 2024 MD&A, as may be updated in subsequently filed quarterly reports to shareholders

and news releases (as applicable) related to any events or transactions discussed under the headings

“Significant Events”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy

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

Activities“ in the

relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other

uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be

considered carefully when making decisions with respect to the Bank. The Bank cautions readers

not to place undue reliance on the Bank’s forward-looking statements.

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

out in the 2024 MD&A under the headings “Economic Summary and Outlook” and “Significant Events”,

under

the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the Canadian

Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments,

and under the heading “2024 Accomplishments and Focus for 2025” for the Corporate segment,

each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as

applicable).

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

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

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

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

purposes. The Bank

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

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

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

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

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Results of operations

Total revenue – reported

14,049

15,514

13,714

Total revenue – adjusted

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses (ISE)

1,507

2,364

1,366

Non-interest expenses – reported

8,070

8,050

8,030

Non-interest expenses – adjusted

7,983

7,731

7,125

Net income (loss) – reported

2,793

3,635

2,824

Net income – adjusted

3,623

3,205

3,637

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

965.3

949.5

904.3

Total assets

2,093.6

2,061.8

1,910.9

Total deposits

1,290.5

1,268.7

1,181.3

Total equity

119.0

115.2

112.4

Total risk-weighted assets

649.0

630.9

579.4

Financial ratios

Return on common equity (ROE) – reported

10.1

13.4

10.9

Return on common equity – adjusted

13.2

11.7

14.1

Return on tangible common equity (ROTCE)

1,3

13.4

17.8

14.9

Return on tangible common equity – adjusted

17.2

15.4

18.7

Efficiency ratio – reported

57.4

51.9

58.6

Efficiency ratio – adjusted, net of ISE

1,3,4

59.0

61.7

57.4

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.50

0.47

0.44

Common share information – reported

(Canadian dollars)

Per share earnings (loss)

Basic

1.55

1.97

1.55

Diluted

1.55

1.97

1.55

Dividends per share

1.05

1.02

Book value per share

61.61

59.59

57.34

Closing share price

82.91

76.97

81.67

Shares outstanding (millions)

Average basic

1,749.9

1,748.2

1,776.7

Average diluted

1,750.7

1,749.3

1,778.2

End of period

1,751.7

1,750.1

1,772.1

Market capitalization (billions of Canadian dollars)

145.2

134.7

144.7

Dividend yield

5.4

5.0

4.9

Dividend payout ratio

67.8

51.8

65.7

Price-earnings ratio

17.5

16.3

13.1

Total shareholder return (1 year)

6.9

4.5

(6.9)

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

2.02

1.72

2.01

Diluted

2.02

1.72

2.00

Dividend payout ratio

51.9

59.2

50.7

Price-earnings ratio

10.6

9.9

10.6

Capital ratios

Common Equity Tier 1 Capital ratio

13.1

13.9

Tier 1 Capital ratio

14.7

14.8

15.7

Total Capital ratio

17.0

16.8

17.6

Leverage ratio

4.2

4.4

TLAC ratio

29.5

28.7

30.8

TLAC Leverage ratio

8.5

8.1

8.6

The Toronto-Dominion Bank (“TD”

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

the current GAAP, and

refers to results prepared in

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

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

and to measure overall Bank performance. To

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

and Subsequent Events”

and “How We

Performed” sections

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

results. Non-GAAP financial measures and ratios used

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

used by other issuers.

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

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

Requirements,

Leverage Requirements, and Total Loss

Absorbing Capacity (TLAC) guidelines. Refer to the “Capital Position” section in the first

quarter of 2025 Management’s Discussion and Analysis

(MD&A) for further details.

For additional information about this metric, refer to the Glossary in the first quarter of 2025 MD&A,

which is incorporated by reference.

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

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

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

Toronto Stock Exchange closing market

price.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 5

SIGNIFICANT AND SUBSEQUENT EVENTS

Sale of Schwab Common Shares

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab.

Immediately prior to the sale, TD held 184.7

million shares of Schwab’s common stock, representing

10.1% economic ownership. The sale of

the shares resulted

in proceeds of approximately $21.0 billion

(US$14.6 billion). In the second quarter

of fiscal 2025, the Bank is expected

to recognize a net gain on sale of its

investment in Schwab of approximately $8.6

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

the release of related cumulative foreign currency

translation from AOCI, the

release of AOCI on designated net investment

hedging items, direct transaction costs, and

taxes. The Bank will also recognize $0.2

billion of underwriting fees in

its Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction is expected to increase

Common Equity Tier 1 (CET1) capital by approximately

238 bps, based on the Bank’s CET1 capital

as at

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

share repurchases

pursuant to the Bank’s proposed normal course issuer

bid were completed as

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

capital as at January 31, 2025 would be

approximately 14.2%. The Bank

continues to have a business

relationship with Schwab through the IDA Agreement.

The Bank will discontinue recording

its share of earnings available to common

shareholders from its

investment in Schwab in the second quarter

of fiscal 2025.

UPDATE ON U.S. BANK

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

)

PROGRAM REMEDIATION

AND

ENTERPRISE AML PROGRAM IMPROVEMENT ACTIVITIES

As previously disclosed in the Bank’s 2024

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

that, following active cooperation and engagement

with authorities

and regulators, it reached a resolution of previously

disclosed investigations related to its

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

Resolution”). The Bank

and certain of its U.S. subsidiaries consented

to orders with the Office of the Comptroller

of the Currency (OCC), the Federal Reserve

Board, and the Financial

Crimes Enforcement Network (FinCEN) and

entered into plea agreements with the

Department of Justice (DOJ), Criminal

Division, Money Laundering and Asset

Recovery Section and the United States

Attorney’s Office for the District of New Jersey. The Bank is focused

on meeting the terms of the consent orders and

plea

agreements, including meeting its requirements

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

In addition, the Bank is also undertaking several

improvements

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

(“Enterprise AML Program”).

For additional information on the Global

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

remediation activities, the Bank’s Enterprise

AML Program improvement

activities, and the risks associated with the

foregoing, see the “Significant Events – Global

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

Program”

and “Risk Factors That May Affect Future Results

– Global Resolution of the Investigations into

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

the Bank’s

2024 MD&A.

Remediation of the U.S. BSA/AML Program

The Bank remains focused on remediating

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

of the Global Resolution. The Bank continues

to expect to have

the majority of its management remediation

actions implemented in calendar 2025 and

continues to expect U.S. BSA/AML remediation

and related governance

and control investments of approximately

US$500 million pre-tax in fiscal 2025

. Remaining management implementations are

planned for calendar 2026 and into

calendar 2027. Sustainability and testing activities

are planned for calendar 2026 and

calendar 2027 following management implementations,

and the Bank is

targeting to have the Suspicious Activity

Report lookback to be completed in calendar

2027 per the OCC consent order. As noted in the Bank’s 2024

MD&A, all

management remediation actions will be

subject to validation by the Bank’s internal audit function,

followed by the review and acceptance by

the appointed

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

regulators and the DOJ. The following

graph illustrates

the Bank’s expected remediation plan and progress

on a calendar year basis,

based on its work to date:

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

the “Risk Factors That May Affect Future

Results – Global Resolution of the Investigations

into the Bank’s U.S.

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

remediation timeline is based on the Bank’s

current plans, as well as assumptions

related to the duration of

planning activities, including the completion

of external benchmarking and lookback

reviews. As an example, as the Bank

undertakes the lookback reviews, the

Bank may be required to further expand

the scope of the review, either in terms of the subjects being

addressed and/or the time period reviewed.

The Bank’s

ability to meet its planned remediation milestones

assumes that the Bank will be able

to successfully execute against its

U.S. BSA/AML remediation program plan,

which is subject to inherent risks and uncertainties

including the Bank’s ability to attract and

retain key employees, the ability of third

parties to deliver on their

contractual obligations, and the successful

development and implementation of required

technology solutions. Furthermore, the execution

of the U.S. BSA/AML

remediation plan, including these planned

milestones, will not be entirely within the Bank’s

control because of various factors such as (i)

the requirement to obtain

regulatory approval or non-objection before

proceeding with various steps, and (ii) the

requirement for the various deliverables

to be acceptable to the regulators

and/or the monitor.

While substantial work remains, the

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

program remediation activities over the

first fiscal quarter of 2025, including:

The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties

and may vary based on the scope of work in the U.S.

BSA/AML remediation plan which could change as a result of additional findings that are identified as work progresses

as well as the Bank’s ability to successfully execute against the

U.S. BSA/AML remediation program in accordance with the U.S. Retail segment’s fiscal 2025 plan.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 6

the Bank submitted a list of candidates for

the monitorship to both the DOJ and

FinCEN, and they both approved the use of

the same Independent

Compliance Monitor on a go-forward basis;

the implementation of enhanced investigation

practices including the implementation

of technology which centralizes all new investigative

cases in a

single system to provide unified data sets

to help manage financial crime risk

with a single view of the customer;

the continued hiring of investigative analysts,

with the U.S. investigative analyst team

up 4% in size in the first fiscal quarter of

2025;

the completion of the design of machine learning

tools that help analyze customer data to

more effectively and rapidly detect potential activity

interest;

the introduction of new reporting on workloads

that has improved the Bank’s ability to forecast resource

needs; and

completed development of a detailed plan

to improve employee accountability

mechanisms to ensure that there are clear

consequences that are

understood throughout the organization.

For the second and third fiscal quarters of

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

activities:

hiring of additional investigative analysts

to help manage case volumes which are

expected to be higher as additional monitoring

capabilities continue

to be implemented;

the implementation of incremental enhancements

for transaction monitoring and client

onboarding, including the implementation of

a further round of

scenarios into the Bank’s transaction monitoring

system;

the introduction of updated investigative procedures

that contain additional guidance on analyzing

customer activity; and

the implementation of machine learning analysis

capabilities beginning in the third fiscal quarter

of 2025.

As noted in the Bank’s 2024 MD&A,

to help ensure that the Bank can continue

to support its customers’ financial needs

in the U.S. while not exceeding the

limitation on the combined total assets of

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

multiple U.S. balance sheet restructuring actions

in fiscal 2025. Refer to

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

section of the U.S. Retail segment section

for additional information on these actions.

For additional information

about expenses associated with the Bank’s

U.S. BSA/AML program remediation activities,

refer to the U.S. Retail segment

section.

Assessment and Strengthening of the

Bank’s Enterprise AML Program

The Bank is continuing to implement improvements

to the Enterprise AML Program and

continues to target implementation of

the majority of its Enterprise AML

Program remediation and enhancement actions

by the end of calendar 2025. As noted in

the Bank’s 2024 MD&A, once implemented,

those remediation and

enhancement actions will then be subject to internal

review, challenge and validation of the activities. Following

the end of the first fiscal quarter, the Financial

Transactions and Reports Analysis Centre of Canada

(“FINTRAC”) commenced a review of

certain remediation steps that the Bank has

taken to date to address

the FINTRAC violations. This review is ongoing,

and subject to the outcome, may result

in additional regulatory actions.

As noted in the “Risk Factors That May

Affect Future Results – Global Resolution of

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

Program” section of the

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

of the Enterprise AML program is exposed

to similar risks as noted in respect

of the remediation of the

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

remediation and enhancements to the

Enterprise AML Program, it expects an

increase in

identification of reportable transactions and/or

events, which will add to the operational

backlog in the Bank’s Financial Crime

Risk Management (FCRM)

investigations processing that the Bank currently

faces, but is working towards remediating,

across the enterprise. In addition, as the

Bank continues its

remediation and improvement activities of

the Enterprise AML Program, it continues

to assess (i) whether issues that have

been, and continue to be, identified in

the U.S. BSA/AML program exist in the Enterprise

AML Program in Canada, Europe or

Asia, and (ii) the impact of such issues. The results

of these assessments

may also broaden the scope of the remediation

and improvements required for the

Enterprise AML Program. Furthermore, the

Bank’s regulators or law

enforcement agencies may identify other issues

with the Bank’s Enterprise AML Program,

which may result in additional regulatory

actions.

While substantial work remains, the

Bank has made progress on the improvements

to the Enterprise AML Program over the

first fiscal quarter of 2025, including:

1) the consolidation of the Enterprise and

the U.S. AML mandates under the leadership

of the Global Head of FCRM, in order to better

enable strong

and consistent engagement, and delivery of improvements

across both the U.S. and Enterprise

AML programs;

2) additional improvements in the Bank’s process

and procedural guidance, including

additional targeted training across FCRM

and individual business

lines; and

hiring of additional investigative analysts,

to help improve management of case volumes,

with further expansion planned in future fiscal

quarters.

For the second and third fiscal quarters of

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

to the Enterprise AML Program:

1) the implementation of a new centralized

case management tool that is already in production

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

with the goal of

strengthening oversight and investigations of identified

FCRM risks;

2) the implementation of technology initiatives

to consolidate electronic document and data

availability to help improve timeliness of

monitoring and

oversight of escalated AML issues; and

3) the continued rollout of an enhanced risk

assessment methodology and tools to

strengthen identification and measurement

of FCRM risks across

clients, products, and transactions, supported

by improved data capabilities.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 7

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The evolution of geopolitical and trade-related

risks maintains a high degree of uncertainty

on both the economic outlook and the inflation

trajectory. However,

absent a significant materialization of negative

risks, the global economy remains on

track for a solid growth performance

in calendar 2025. A moderate slowdown

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

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

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

enabled central banks to lower

interest rates. TD Economics expects future

interest rate reductions to be gradual,

as central banks assess how growth and inflation

respond.

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

average annual pace in calendar 2024

supported by resilient consumer spending and

strength in business

investment. Lower mortgage rates in the

spring and summer of 2024 delivered a late-year

boost to residential investment, although

a more recent backup in bond

yields is likely to slow the sector’s

momentum in the near term. With U.S.

domestic demand outpacing that of many

of its advanced economy peers, import

growth

continued to run ahead of exports, leading

to little growth support from international

trade.

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

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

up modestly from a year ago. This can be

characterized as a normalization following

tight conditions that persisted for longer than

expected after the pandemic. The U.S. economy

carries the markings of a

“soft landing” that has been allowing inflation

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

its policy rate by a full percentage point

from September to December 2024, before

pausing in January 2025.

At its January 2025 meeting, the Federal Reserve

indicated that further interest rate reductions

would require additional progress towards

achieving its inflation

mandate. TD Economics expects this condition

to be met by the summer of 2025,

opening the door for the federal funds rate

to be lowered to 3.75-4.00% by the

end of calendar 2025 – a level still on the restrictive

side. The potential for higher federal government

deficits and increased import tariffs represent

upside risks to

both inflation and interest rates, while a strong

U.S. dollar poses a downside risk.

After Canada’s economy slowed notably in calendar

2023, strong population gains and lower

interest rates lifted economic growth

in calendar 2024 to an

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

quarter basis. Population increases have

also contributed to labour force growth outpacing

job

creation, taking the unemployment rate higher

and cooling labour market conditions. The

unemployment rate was 6.6% in January 2025,

above its pre-pandemic

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

ahead, TD Economics expects population

growth to slow sharply over the next few

years as the federal

government’s immigration policy changes restrict

immigration. The negative impact of

weaker population inflows on consumer spending

and housing activity is

likely to be more than offset by the boost to activity

from lower interest rates.

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

has emerged as a major downside

risk to the Canadian economic outlook. Even

if tariffs are not as severe as

proposed, the uncertainty is likely to dampen

business investment in Canada.

No other major central bank has reduced interest

rates as aggressively as the Bank

of Canada in recent years. The Canadian

central bank lowered its overnight

rate further to 3.00% in January 2025,

two percentage points below its peak in

calendar 2024. TD Economics expects the

Bank of Canada to continue trimming

interest rates, reaching 2.25% by the

middle of calendar 2025. Historically-wide interest

rate differentials between Canada and the

U.S. – alongside concerns

around U.S. import tariffs – have weakened the

Canadian dollar. TD Economics expects the Canadian dollar

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

the

next few quarters assuming major U.S. tariffs are

avoided.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

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

IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are historical,

non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance.

arrive at adjusted results, the Bank adjusts

for “items of note” from reported

results. Items of note are items which management

does not believe are indicative of underlying

business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, and adjusted effective

income tax rate. The Bank believes that

non-GAAP

financial measures and non-GAAP ratios provide

the reader with a better understanding of how

management views the Bank’s performance. Non-GAAP

financial

measures and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other

issuers. Supplementary financial measures

depict the Bank’s financial performance and position,

and capital management measures depict

the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

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

in the U.S. Retail segment includes only

the portion of revenue and credit losses attributable

to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

As at January 31, 2025, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Retail segment reflected

the Bank’s share of net

income from its investment in Schwab.

The Corporate segment net income (loss)

included

amounts for amortization of acquired intangibles,

the acquisition and

integration charges related to the Schwab

transaction, and the Bank’s share of restructuring

and other charges incurred by Schwab.

The Bank’s share of Schwab’s

earnings available to common shareholders

was reported with a one-month lag. For further

details, refer to Note 12 of the Bank’s 2024

Annual Consolidated

Financial Statements.

On August 21, 2024, the Bank sold 40.5

million shares of common stock of Schwab for

proceeds of approximately $3.4 billion (US$2.5

billion). The share sale

reduced the Bank’s ownership interest in Schwab

from 12.3% to 10.1%. The Bank recognized

approximately $1.0 billion (US$0.7 billion) as

other income (net of

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

reclassified to earnings), in the fourth quarter

of fiscal 2024.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. For

further details, refer to “Significant and Subsequent

Events” section of this document.

The Bank will discontinue recording its share

of earnings available to

common shareholders from its investment

in Schwab in the second quarter of fiscal

2025.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 8

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with

an initial expiration

date of July 1, 2031. Under the 2019 Schwab

IDA Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by up

to US$10 billion per year

(subject to certain limitations and adjustments),

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

requested some further operational flexibility

to allow for the

sweep deposit balances to fluctuate over

time, under certain conditions and subject to

certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account agreement

(the “2023 Schwab IDA Agreement” or the

“Schwab IDA

Agreement”), which replaced the 2019 Schwab

IDA Agreement. Pursuant to the 2023 Schwab

IDA Agreement, the Bank continues to make

sweep deposit

accounts available to clients of Schwab. Schwab

designates a portion of the deposits

with the Bank as fixed-rate obligation amounts

(FROA). Remaining deposits

are designated as floating-rate obligations.

In comparison to the 2019 Schwab IDA Agreement,

the 2023 Schwab IDA Agreement extends

the initial expiration date

by three years to July 1, 2034 and provides

for lower deposit balances in its first

six years, followed by higher balances in

the later years. Specifically, until

September 2025, the aggregate FROA

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

In addition, Schwab had the option to buy

down up

to $6.8 billion (US$5 billion) of FROA by paying

the Bank certain fees in accordance with

the 2023 Schwab IDA Agreement, subject

to certain limits.

During the first quarter of fiscal 2024, Schwab

exercised its option to buy down the remaining

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

FROA buydown

allowance and paid $32 million (US$23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By the

end of the first quarter

of fiscal 2024, Schwab had completed its buydown

of the full US$5 billion FROA buydown allowance

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

million) in

termination fees to the Bank. The fees were

intended to compensate the Bank for losses

incurred from discontinuing certain hedging

relationships and for lost

revenues. The net impact was recorded in

net interest income.

Subsequent to the sale of the Bank’s entire remaining

equity investment in Schwab, the Bank

continues to have a business relationship

with Schwab through

the IDA Agreement.

Refer to Note 27 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details

on the Schwab IDA Agreement.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

Net interest income

7,866

7,940

7,488

Non-interest income

6,183

7,574

6,226

Total revenue

14,049

15,514

13,714

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

8,070

8,050

8,030

Income before income taxes and share

of net income from

investment in Schwab

3,260

3,991

3,317

Provision for (recovery of) income taxes

698

534

634

Share of net income from investment in

Schwab

231

178

141

Net income (loss) – reported

2,793

3,635

2,824

Preferred dividends and distributions on other

equity instruments

193

Net income (loss) attributable to common

shareholders

2,707

3,442

2,750

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 9

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

and Subsequent Events”

or “How We Performed” sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

Operating results – adjusted

Net interest income

1,2

7,920

8,034

7,545

Non-interest income

7,110

6,863

6,226

Total revenue

15,030

14,897

13,771

Provision for (recovery of) credit losses

1,212

1,109

1,001

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

7,983

7,731

7,125

Income before income taxes and share of net income from

investment in Schwab

4,328

3,693

4,279

Provision for (recovery of) income taxes

962

695

872

Share of net income from investment in Schwab

257

207

230

Net income – adjusted

3,623

3,205

3,637

Preferred dividends and distributions on other equity instruments

193

Net income available to common shareholders –

adjusted

3,537

3,012

3,563

Pre-tax adjustments for items of note

Amortization of acquired intangibles

(61)

(60)

(94)

Acquisition and integration charges related to the Schwab

transaction

4,5

–

(35)

(32)

Share of restructuring and other charges from investment

in Schwab

–

(49)

Restructuring charges

–

(291)

Acquisition and integration-related charges

(52)

(82)

(117)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(54)

(59)

(57)

Gain on sale of Schwab shares

–

1,022

–

U.S. balance sheet restructuring

(927)

(311)

–

Indirect tax matters

2,4

–

(226)

–

FDIC special assessment

–

(411)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

–

(52)

–

Less: Impact of income taxes

Amortization of acquired intangibles

(9)

(8)

(15)

Acquisition and integration charges related to the Schwab

transaction

–

(9)

(6)

Restructuring charges

–

(78)

Acquisition and integration-related charges

(11)

(18)

(24)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(13)

(14)

U.S. balance sheet restructuring

(231)

(77)

–

Indirect tax matters

–

(53)

–

FDIC special assessment

–

(101)

Total adjustments for items

of note

(830)

430

(813)

Net income (loss) available to common shareholders

– reported

2,707

3,442

2,750

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

impact of the strategy is reversed through net interest income – Q1 2025: ($54) million,

Q4 2024: ($59) million,

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

Adjusted net interest income excludes the following item of note:

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

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

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

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

ii.

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

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

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

in the Corporate segment;

ii.

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

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

iii.

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

iv.

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

$117 million, reported in the Wholesale Banking segment;

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

vi.

FDIC special assessment – Q4 2024: ($72) million, Q1 2024: $411 million, reported in the U.S. Retail segment; and

vii.

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

$52 million, reported in the U.S. Retail segment.

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:

Amortization of Schwab-related acquired intangibles – Q1 2025: $26 million, Q4 2024: $27 million,

Q1 2024: $31 million;

ii.

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

million, Q1 2024: $9 million;

iii.

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

iv.

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

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

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

to the Share

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

5 for amounts.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 10

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

(Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

Basic earnings (loss) per share – reported

1.55

1.97

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Basic earnings per share – adjusted

2.02

1.72

2.01

Diluted earnings (loss) per share – reported

1.55

1.97

1.55

Adjustments for items of note

0.47

(0.25)

0.45

Diluted earnings per share – adjusted

2.02

1.72

2.00

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

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

rounding.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

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

ROE for the business segments is calculated

as the segment net income attributable

to common shareholders as a percentage of average

allocated capital. The

Bank’s methodology for allocating capital to its

business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated

to the business segments was 11.5% Common Equity Tier 1 (CET1) Capital

effective fiscal 2024.

TABLE 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Average common equity

106,133

102,051

100,269

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Items of note, net of income taxes

830

(430)

813

Net income available to common shareholders

– adjusted

3,537

3,012

3,563

Return on common equity – reported

10.1

13.4

10.9

Return on common equity – adjusted

13.2

11.7

14.1

Return on Tangible Common Equity

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

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

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

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 6: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Average common equity

106,133

102,051

100,269

Average goodwill

19,205

18,568

18,208

Average imputed goodwill and intangibles on investments

in Schwab

5,116

5,328

6,056

Average other acquired intangibles

482

508

615

Average related deferred tax liabilities

(237)

(230)

(231)

Average tangible common equity

81,567

77,877

75,621

Net income (loss) attributable to common

shareholders – reported

2,707

3,442

2,750

Amortization of acquired intangibles, net of income

taxes

Net income (loss) attributable to common

shareholders adjusted for

amortization of acquired intangibles,

net of income taxes

2,759

3,494

2,829

Other items of note, net of income taxes

778

(482)

734

Net income available to common shareholders

– adjusted

3,537

3,012

3,563

Return on tangible common equity

13.4

17.8

14.9

Return on tangible common equity – adjusted

17.2

15.4

18.7

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 11

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments:

Canadian

Personal and Commercial Banking, U.S.

Retail, Wealth Management and Insurance, and

Wholesale Banking. The Bank’s other activities

are grouped into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

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

28 of

the Bank’s Consolidated Financial Statements

for the year ended October 31, 2024. Effective

the first quarter of 2025, certain U.S. governance

and control

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

remediation, previously reported

in the Corporate segment are now reported

in the U.S. Retail segment.

Comparative amounts have been reclassified

to conform with the presentation adopted

in the current period.

PCL related to performing (Stage 1 and Stage

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

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

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

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $15

million, compared with

$19 million in the prior quarter and $29 million

in the first quarter last year.

Share of net income from investment in

Schwab is reported in the U.S. Retail

segment. Amounts for amortization of acquired

intangibles,

the acquisition and

integration charges related to the Schwab

transaction,

and the Bank’s share of restructuring and

other charges incurred by Schwab are recorded

in the Corporate

segment.

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Net interest income

4,135

4,058

3,833

Non-interest income

1,014

1,006

1,051

Total revenue

5,149

5,064

4,884

Provision for (recovery of) credit losses –

impaired

459

456

364

Provision for (recovery of) credit losses –

performing

(26)

Total provision for (recovery of) credit losses

521

430

423

Non-interest expenses

2,086

2,102

1,984

Provision for (recovery of) income taxes

711

709

692

Net income

1,831

1,823

1,785

Selected volumes and ratios

Return on common equity

31.4

32.0

34.6

Net interest margin (including on securitized

assets)

2.81

2.80

2.84

Efficiency ratio

40.5

41.5

40.6

Number of Canadian retail branches

1,063

1,060

1,062

Average number of full-time equivalent staff

27,422

27,930

29,271

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

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

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

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

section of this document and the Glossary in the Bank’s first quarter 2025

MD&A for additional information about these metrics.

Quarterly comparison – Q1 2025 vs. Q1 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,831 million, an increase of $46

million, or 3%, compared with the first quarter

last

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

expenses and PCL. The annualized

ROE for the quarter was 31.4%, compared

with 34.6% in

the first quarter last year.

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

increase of $265 million, or 5%,

compared with the first quarter last year. Net interest income

was

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

8%, primarily reflecting volume growth.

Average loan volumes increased $24 billion,

or 4%, reflecting 4% growth in

personal loans and 6% growth in business

loans. Average deposit volumes increased $25

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

deposits and 7% growth

in business deposits. Net interest margin

was 2.81%, a decrease of 3 basis points

(bps), primarily due to changes to balance

sheet mix reflecting the transition of

Bankers’ Acceptances (BAs) to Canadian Overnight

Repo Rate Average (CORRA)-based loans.

Non-interest income was $1,014 million, a decrease

$37 million, or 4%, compared with the

first quarter last year, primarily reflecting lower fees due

to the transition of BAs to CORRA-based loans in

the prior year, the

impact of which is offset in net interest income.

PCL for the quarter was $521 million, an increase

of $98 million compared with the first quarter

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

$95 million, or 26%, reflecting credit

migration in the consumer and commercial

lending portfolios. PCL – performing was

$62 million, an increase of $3 million

compared to the prior year. The performing provisions this quarter

were largely recorded in the commercial lending

portfolio reflecting policy and trade uncertainty

that could impact the economic trajectory and

credit performance, partially offset by an update

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

credit volume was 0.35%, an increase of

5 bps compared with the first quarter last

year.

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

million, an increase of $102 million, or

5%, compared with the first quarter

last year, reflecting higher

technology spend, the impact of the compensation

initiative whereby the Bank’s eligible non-executive

employees received share compensation

(the “TD Share

Compensation Initiative”),

and various other operating expenses.

The efficiency ratio for the quarter was 40.5%,

compared with 40.6% in the first quarter

last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Canadian Personal and Commercial

Banking net income for the quarter was

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

flat compared with the prior

quarter, primarily reflecting higher revenue and lower non-interest

expenses, partially offset by higher PCL. The annualized

ROE for the quarter was 31.4%,

compared with 32.0% in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 12

Revenue increased $85 million, or 2%, compared

with the prior quarter. Net interest income increased $77

million, or 2%, reflecting volume growth and higher

margins. Average loan volumes increased $6 billion,

or 1%, reflecting 1% growth in personal

loans and 2% growth in business loans.

Average deposit volumes

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

growth in personal deposits and 3% growth

in business deposits. Net interest margin

was 2.81%, an increase of 1 basis

point, primarily driven by changes to balance

sheet mix. As we look forward to Q2, while

many factors can impact margins, including

the impact of any further Bank

of Canada rate cuts, competitive market dynamics,

and deposit reinvestment rates and

maturity profiles, we expect NIM to be relatively

stable

. Non-interest

income increased $8 million, or 1% compared

with the prior quarter.

PCL for the quarter was $521 million, an increase

of $91 million compared with the prior

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

$3 million, or

1%, reflecting credit migration in the consumer

lending portfolios largely offset by lower

provisions in the commercial lending portfolio.

PCL – performing was a

build of $62 million, compared with a recovery

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

this quarter were largely recorded in the commercial

lending portfolio reflecting policy and trade

uncertainty that could impact the economic

trajectory and credit performance, partially offset by

an update to the

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

was 0.35%, an increase of 5 bps compared

with the prior quarter.

Non-interest expenses decreased $16 million,

or 1% compared with the prior quarter.

The efficiency ratio was 40.5%, compared with 41.5%

in the prior quarter.

U.S. Retail

Update on U.S. Balance Sheet Restructuring

Activities

The Bank continued to focus on executing

the balance sheet restructuring activities

disclosed in the 2024 MD&A to help ensure

we can continue to support

customers’ financial needs in the U.S. while

not exceeding the limitation on the

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

TD Bank USA, N.A. (the “U.S. Bank”).

As previously disclosed, the Bank expects

to reposition its U.S. investment portfolio by

selling up to US$50 billion of lower yielding investment

securities and

reinvesting the proceeds into a similar composition

of assets but yielding higher rates.

During the first quarter, the Bank sold approximately US$13.1

billion of

bonds. In the aggregate, since the announcement

of the U.S. balance sheet restructuring

activities on October 10, 2024, through

January 31, 2025, the Bank has

sold approximately US$15.9 billion of bonds

from its U.S. investment portfolio for an

aggregate loss of US$875 million pre-tax

and US$657 million after-tax.

Between February 1, 2025, through February

26, 2025, the Bank sold an additional

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

US$197 million pre-tax and

US$148 million after-tax. The Bank expects

to complete its investment portfolio repositioning

no later than the first half of calendar 2025

and expects the net

interest income benefit from these sales

to be at the upper end of the previously disclosed

range of US$300 million to US$500 million pre-tax

in fiscal 2025

In addition, the Bank continues to target reducing

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

from the asset level as of September 30, 2024,

largely by selling

or winding down certain non-scalable or non-core

U.S. loan portfolios that do not align

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

or have lower returns on

investment such as the correspondent lending,

residential jumbo mortgage, export

and import lending, and commercial

auto dealer portfolios. This reduction in

assets combined with natural balance sheet

run-off, is expected to be largely complete by

the end of fiscal 2025 and reduce net interest

income in the U.S. Retail

segment by approximately US$200 million

to US$225 million pre-tax in fiscal 2025

This quarter, the Bank used proceeds from investment maturities,

plus cash on hand, to pay down US$25

billion of short-term borrowings.

In addition, loans were

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

some loan sales in certain non-scalable and

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

the combined total assets of the U.S. Bank

were US$402 billion. In the aggregate, total

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

sheet restructuring

activities from October 10, 2024 through

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

and US$659 million after-tax. In total, the

Bank’s collective balance sheet

restructuring actions are expected to result

in a loss up to US$1.5 billion after-tax, and impact

capital as executed

Subsequent to quarter end, the Bank reached

an agreement to sell approximately US$9

billion of certain U.S. residential mortgage

loans (correspondent lending

loans), which is expected to result in

a recognition of a pre-tax loss of approximately

US$600 million in the second quarter of

2025

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

assumptions regarding factors such as Bank of Canada rate cuts, competitive market

dynamics, and deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties,

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

Results” section of the Bank’s 2024 MD&A and the first quarter 2025 MD&A.

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

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

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

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

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

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

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

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

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

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

sale will likely be subject to customary closing terms and

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

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 13

TABLE 8: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2025

2024

Net interest income

3,064

2,924

2,899

Non-interest income (loss) – reported

(282)

287

604

Non-interest income – adjusted

1,2

645

598

604

Total revenue – reported

2,782

3,211

3,503

Total revenue – adjusted

1,2

3,709

3,522

3,503

Provision for (recovery of) credit losses –

impaired

529

418

377

Provision for (recovery of) credit losses –

performing

(78)

(29)

Total provision for (recovery of) credit losses

451

389

385

Non-interest expenses – reported

2,380

2,324

2,459

Non-interest expenses – adjusted

1,3

2,380

2,344

2,048

Provision for (recovery of) income taxes – reported

(192)

(50)

(17)

Provision for (recovery of) income taxes – adjusted

U.S. Retail Bank net income – reported

143

548

676

U.S. Retail Bank net income – adjusted

839

780

986

Share of net income from investment in

Schwab

4,5

199

154

194

Net income – reported

342

702

870

Net income – adjusted

1,038

934

1,180

U.S. Dollars

Net interest income

2,160

2,141

Non-interest income (loss) – reported

(198)

212

446

Non-interest income – adjusted

1,2

454

438

446

Total revenue – reported

1,962

2,353

2,587

Total revenue – adjusted

1,2

2,614

2,579

2,587

Provision for (recovery of) credit losses –

impaired

371

306

279

Provision for (recovery of) credit losses –

performing

(53)

(21)

Total provision for (recovery of) credit losses

318

285

Non-interest expenses – reported

1,675

1,703

1,815

Non-interest expenses – adjusted

1,3

1,675

1,717

1,515

Provision for (recovery of) income taxes – reported

(136)

(37)

(12)

Provision for (recovery of) income taxes – adjusted

U.S. Retail Bank net income – reported

105

402

499

U.S. Retail Bank net income – adjusted

594

571

725

Share of net income from investment in

Schwab

4,5

142

114

144

Net income – reported

247

516

643

Net income – adjusted

736

685

869

Selected volumes and ratios

Return on common equity – reported

2.9

6.2

8.1

Return on common equity – adjusted

1,6

8.6

8.2

11.0

Net interest margin

1,7

2.86

2.77

3.03

Efficiency ratio – reported

85.4

72.4

70.2

Efficiency ratio – adjusted

64.1

66.6

58.6

Assets under administration (billions of U.S.

dollars)

Assets under management (billions of U.S.

dollars)

Number of U.S. retail stores

1,134

1,132

1,176

Average number of full-time equivalent staff

28,276

27,802

27,985

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 income excludes the following item of note:

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

tax), Q4 2024:

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

US$170 million after tax).

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

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

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

US$226 million after tax); and

ii.

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

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

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

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

further details.

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 11.5% CET1

Capital.

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

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

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

performance.

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

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

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

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

Management believes this calculation better reflects segment performance.

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

2025 MD&A.

Quarterly comparison – Q1 2025 vs. Q1 2024

U.S. Retail reported net income for the quarter

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

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

(62% in U.S. dollars),

compared with the first quarter last year. On an adjusted

basis, net income for the quarter was

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

of $142 million

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

The reported and adjusted annualized ROE

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

with 8.1%

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

U.S. Retail net income includes contributions

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

in Schwab. Reported net income

for the quarter from the

Bank’s investment in Schwab was $199 million (US$142

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

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

in U.S. dollars),

compared with the first quarter last year.

U.S. Retail Bank reported net income

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

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

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

with the first quarter last year, primarily reflecting the impact

of U.S. balance sheet restructuring activities,

higher governance and control investments,

including

costs for U.S. BSA/AML remediation,

and higher PCL, partially offset by the impact of

the FDIC special assessment charge in

the first quarter last year. U.S. Retail

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 14

Bank adjusted net income was $839 million

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

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

U.S. dollars), compared with the first

quarter last year, reflecting higher governance and control

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

remediation and higher PCL, partially offset by higher

revenue.

Reported revenue for the quarter was US$1,962

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

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

revenue for the quarter was US$2,614

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

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

US$19 million, or 1%,

driven by higher deposit margins and

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

Net interest margin of 2.86% decreased

17 bps due to maintaining

elevated liquidity levels (which negatively

impacted net interest margin by 19 bps),

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

restructuring activities, and

higher deposit margins. Reported non-interest

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

decrease of US$644 million, compared

with the first quarter last year,

reflecting the impact of U.S. balance

sheet restructuring activities, partially offset by higher

fee revenue. On an adjusted basis, non-interest

income of

US$454 million increased US$8 million, or

2%, compared with the first quarter last

year, reflecting higher fee revenue.

Average loan volumes increased US$2 billion,

or 1%, compared with the first quarter last

year. Personal loans increased 3%, reflecting solid mortgage

and auto

originations, and business loans decreased

1%. Excluding the impact of the loan portfolios

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

sheet restructuring

program, average loan volumes increased

US$5 billion, or 3%

6,7

. Average deposit volumes decreased US$10 billion,

or 3%, reflecting a 11% decrease in sweep

deposits and a 4% decrease in business deposits,

partially offset by a 3% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits were

flat.

Assets under administration (AUA) were

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

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

first quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$9 billion

as of January 31, 2025, an increase of

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

first quarter last year.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

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

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

reflecting credit migration in the commercial

lending portfolio, and the adoption impact

of a model update in the U.S.

Cards portfolio. PCL – performing was a recovery

of US$53 million, compared with a build

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

this quarter

was largely recorded in the consumer lending

portfolios, reflecting the adoption impact

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

partially offset by a build in

the commercial lending portfolio related

to policy and trade uncertainty that could

impact the economic trajectory and

credit performance. U.S. Retail PCL including

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

cards portfolio, as an annualized percentage

of credit volume was 0.67%, an increase

of 6 bps, compared with

the first quarter last year.

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

non-interest expenses include certain U.S.

governance and control investments, including

costs for U.S.

BSA/AML remediation which were previously

reported in the Corporate segment.

Comparative amounts have been reclassified

to conform with the presentation

adopted in the current period.

Reported non-interest expenses for the quarter

were US$1,675 million, a decrease of

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

first

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

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

and control

investments including costs of US$86

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

higher operating expenses. Our governance

and control investments in this

quarter were higher compared to the first

quarter last year as remediation efforts progressed

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

trend to continue

into the second quarter of 2025

. On an adjusted basis, non-interest expenses

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

and control

investments including costs for U.S.

BSA/AML remediation, and higher operating

expenses.

The reported and adjusted efficiency ratios for

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

and 58.6%, respectively, in the first

quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

U.S. Retail reported net income was $342

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

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

compared with the

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

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

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

11% (7% in

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

ROE for the quarter were 2.9% and 8.6%,

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

prior quarter.

The contribution from Schwab of $199

million (US$142 million) increased $45

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

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

quarter.

U.S. Retail Bank reported net income

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

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

(74% in U.S. dollars) compared

with the prior quarter, primarily reflecting the impact of

U.S. balance sheet restructuring activities, higher

PCL, and the expense recovery of the FDIC

special

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

of the charges for the global resolution of

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

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

income was $839 million (US$594

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

or 8% (4% in

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

higher revenue, partially offset by higher non-interest

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

PCL.

Reported revenue was US$1,962 million,

a decrease US$391 million, or 17%,

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

million

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

impact of U.S. balance sheet restructuring activities,

partially offset by lower deposit margins. Net

interest margin of

2.86% increased 9 bps, compared with the

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

activities and normalization of liquidity levels

(which

positively impacted net interest margin by

5 bps), partially offset by lower deposit margins.

Net Interest Margin in the second quarter

is expected to deliver

substantial expansion,

reflecting ongoing U.S. balance sheet

restructuring activities and further normalization

of our elevated liquidity levels

. Reported non-

interest income (loss) was US($198)

million, compared with reported non-interest income

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

of U.S.

balance sheet restructuring activities. On

an adjusted basis, non-interest income of

US$454 million increased US$16 million,

or 4%, compared with the prior

quarter, reflecting higher fee revenue.

Average loan volumes were relatively flat, compared

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

loans, offset by a 1% increase in personal

loans. Excluding the impact of the loan portfolios

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

sheet restructuring program, average loan

volumes were

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

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

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

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

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

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

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

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.

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

execute against its projects or programs in accordance with its

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

BSA/AML

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

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

interest rates, deposit reinvestment rates, average asset levels,

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

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

Future Results” section of this document.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 15

flat

. Average deposit volumes increased US$3

billion, or 1%, compared with the prior

quarter, reflecting a 1% increase in personal deposits and

a 3% increase in

sweep deposits, partially offset by a 1% decrease

in business deposits.

AUA were US$43 billion as of January 31,

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

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

compared with

the prior quarter.

PCL for the quarter was US$318 million,

an increase of US$33 million compared

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

US$65 million, or 21%, largely reflected

in the U.S. Cards portfolio, related

to the adoption impact of a model update, and

typical seasonal trends. PCL –

performing was a recovery of US$53

million, compared with a recovery of US$21

million in the prior quarter. The performing recovery this quarter

was largely

recorded in the consumer lending portfolios, reflecting

the adoption impact of a model update in

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

in the

commercial lending portfolio related to policy

and trade uncertainty that could impact the

economic trajectory and credit performance.

U.S. Retail PCL including

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

cards portfolio, as an annualized percentage

of credit volume was 0.67%, an increase

of 7 bps, compared with

the prior quarter.

Reported non-interest expenses for the quarter

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

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

lower legal and regulatory expenses, partially

offset by higher operating expenses. On an adjusted

basis, non-interest expenses decreased

US$42 million, or 2%.

The reported and adjusted efficiency ratios for

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

and 66.6%, respectively, in the prior

quarter.

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Net interest income

369

321

285

Non-interest income

3,229

3,616

2,850

Total revenue

3,598

3,937

3,135

Provision for (recovery of) credit losses –

impaired

–

Provision for (recovery of) credit losses –

performing

–

Total provision for (recovery of) credit losses

–

Insurance service expenses

1,507

2,364

1,366

Non-interest expenses

1,173

1,107

1,047

Provision for (recovery of) income taxes

238

117

167

Net income

680

349

555

Selected volumes and ratios

Return on common equity

42.7

22.5

37.5

Return on common equity – Wealth Management

61.9

56.6

44.5

Return on common equity – Insurance

21.9

(13.1)

29.3

Efficiency ratio

32.6

28.1

33.4

Efficiency ratio, net of ISE

56.1

70.4

59.2

Assets under administration (billions of Canadian

dollars)

687

651

576

Assets under management (billions of Canadian

dollars)

556

530

479

Average number of full-time equivalent staff

15,059

14,939

15,386

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

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

million.

Capital allocated to the business was 11.5% CET1 Capital.

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

Total revenue, net of ISE

– Q1: 2025 $2,091

million, Q4 2024: $1,573 million,

Q1 2024: $1,769 million. Total revenue,

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

“How We Performed” section and the

Glossary in the Bank’s first quarter 2025 MD&A for additional information about this metric.

Includes

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

Banking segment.

Quarterly comparison – Q1 2025 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $125 million, or 23%,

compared with the first quarter last year,

reflecting Wealth Management net income of

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

44%, compared with the first quarter last

year, and Insurance net income

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

compared with the first quarter last year. The annualized

ROE for the quarter was 42.7%, compared

with 37.5%

in the first quarter last year. Wealth Management annualized ROE

for the quarter was 61.9%, compared

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

annualized ROE for the quarter was 21.9%

compared with 29.3% in the first quarter

last year.

Revenue for the quarter was $3,598

million, an increase of $463

million, or 15%, compared with the first quarter

last year. Non-interest income was

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

13%, reflecting higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

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

compared with the first quarter last year, reflecting higher

deposit margins and volume growth.

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

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

increase of

$77 billion, or 16%, compared with the

first quarter last year, both reflecting market appreciation

and net asset growth.

Insurance service expenses for the quarter

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

million, or 10%, compared with the first quarter

last year, primarily reflecting

increased claims severity.

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

million, an increase of $126 million, or

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

higher

variable compensation,

higher spend supporting business growth initiatives

from technology costs and employee-related

expenses including the impact of TD

Share Compensation Initiative.

The efficiency ratio for the quarter was 32.6%,

compared with 33.4% in the first quarter

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

56.1%,

compared with 59.2% in the first quarter last

year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wealth Management and Insurance net income

for the quarter was $680 million, an increase

of $331 million, or 95%, compared

with the prior quarter, reflecting

Wealth Management net income of $512 million,

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

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

million, an

increase of $267 million, compared with a loss

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

for the quarter was 42.7%, compared with

22.5% in the prior

quarter. Wealth Management annualized ROE for the quarter was

61.9%, compared with 56.6% in the prior

quarter, and Insurance annualized ROE for the quarter

was 21.9% compared with -13.1% in the

prior quarter.

Revenue decreased $339

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

a result of reinsurance recoveries for

catastrophe claims in the prior

quarter of $718 million. Non-interest income

decreased $387

million, or 11%, reflecting lower reinsurance recoveries for

catastrophe claims, partially offset by

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 16

lower costs of reinsurance reinstatement

premiums, higher fee-based revenue,

transaction

revenue and insurance premiums. Net

interest income increased

$48 million, or 15%, reflecting higher deposit

volumes and margins.

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

increased $26

billion, or 5%, compared with the prior

quarter, both reflecting market appreciation and net asset

growth.

Insurance service expenses for the quarter

decreased $857 million, or 36%, compared

with the prior quarter, primarily the result of estimated losses

from

catastrophe claims of $1,020 million in

the prior quarter, partially offset by increased claims severity.

Non-interest expenses increased $66 million,

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

higher employee-related expenses including

the impact

of TD Share Compensation Initiative

and higher variable compensation.

The efficiency ratio for the quarter was 32.6%,

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

net of ISE for the quarter was 56.1%, compared

with 70.4% in the prior quarter.

TABLE 10: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2025

2024

Net interest income (loss) (TEB)

(107)

221

198

Non-interest income

2,107

1,550

1,582

Total revenue

2,000

1,771

1,780

Provision for (recovery of) credit losses –

impaired

134

Provision for (recovery of) credit losses –

performing

–

Total provision for (recovery of) credit losses

134

Non-interest expenses – reported

1,535

1,336

1,500

Non-interest expenses – adjusted

1,2

1,483

1,254

1,383

Provision for (recovery of) income taxes (TEB)

– reported

Provision for (recovery of) income taxes

(TEB) – adjusted

105

Net income – reported

299

235

205

Net income – adjusted

340

299

298

Selected volumes and ratios

Trading-related revenue (TEB)

904

633

730

Average gross lending portfolio (billions of Canadian

dollars)

100.9

97.0

96.2

Return on common equity – reported

7.3

5.9

5.3

Return on common equity – adjusted

1,5

8.3

7.5

7.6

Efficiency ratio – reported

76.8

75.4

84.3

Efficiency ratio – adjusted

74.2

70.8

77.7

Average number of full-time equivalent staff

6,919

6,975

7,100

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 for the Cowen acquisition

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

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

tax).

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

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

$784 million. Trading-related revenue (TEB) is a non-GAAP financial measure. Refer

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

in the Bank’s first quarter 2025

MD&A for additional information about this metric.

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 11.5% CET1 Capital.

Quarterly comparison – Q1 2025 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

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

first quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL and non-interest expenses. On an

adjusted basis, net income was $340

million, an increase of

$42 million, or 14%, compared with the

first quarter last year.

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

increase of $220 million, or 12%,

compared with the first quarter last year. Higher revenue

primarily reflects

higher trading-related revenue and underwriting

fees.

PCL for the quarter was $72 million, an increase

of $62 million compared with the first quarter

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

$28 million compared with the prior year, primarily reflecting

a few new impairments. PCL – performing

was $39

million, an increase of $34 million compared

to the

prior year. The performing build this quarter reflects policy and

trade uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

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

million, or 2%, compared with the first quarter

last year, primarily

reflecting higher variable compensation

commensurate with higher revenues, higher

front office and technology costs.

The higher non-interest expenses are

partially offset by the impact of a provision related

to the U.S. record keeping and trading regulatory

matters recorded in the same quarter last year

and lower

acquisition and integration-related costs. On

an adjusted basis, non-interest expenses

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

or 7%.

Quarterly comparison – Q1 2025 vs. Q4 2024

Wholesale Banking reported net income for

the quarter was $299 million, an increase

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

quarter, primarily reflecting

higher revenues and lower PCL, partially offset

by higher non-interest expenses. On an adjusted

basis, net income was $340 million, an increase

of $41 million, or

14%.

Revenue for the quarter increased $229 million,

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

primarily reflects higher trading-related

revenue.

PCL for the quarter was $72 million, a decrease

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

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

to higher impairments in the prior period.

PCL – performing was $39 million,

an increase of $39 million. The performing

build this quarter reflects policy and trade

uncertainty that could impact the economic

trajectory and credit performance.

Reported non-interest expenses for the quarter

increased $199 million, or 15%, compared

with the prior quarter, primarily reflecting higher variable

compensation commensurate with higher

revenues, partially offset by lower acquisition

and integration-related costs. On an adjusted

basis, non-interest expenses

increased $229 million, or 18%.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 17

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2025

2024

Net income (loss) – reported

(359)

526

(591)

Adjustments for items of note

Amortization of acquired intangibles

Acquisition and integration charges related

to the Schwab transaction

–

Share of restructuring and other charges

from investment in Schwab

–

Restructuring charges

–

291

Impact from the terminated FHN acquisition-related

capital hedging strategy

Gain on sale of Schwab shares

–

(1,022)

–

Indirect tax matters

–

226

–

Less: impact of income taxes

113

Net income (loss) – adjusted

(266)

(200)

(181)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

(370)

(389)

(217)

Other

104

189

Net income (loss) – adjusted

(266)

(200)

(181)

Selected volumes

Average number of full-time equivalent staff

22,748

22,826

23,437

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 in the first quarter of 2025 MD&A, which is incorporated

by reference.

Quarterly comparison – Q1 2025 vs. Q1 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

net loss of $591 million in the first quarter

last year. The lower

net loss primarily reflects the impacts of

prior year restructuring charges,

share of restructuring charges from investment

in Schwab and higher revenue from

treasury and balance sheet activities in the

current quarter. Net corporate expenses increased $153

million compared to the prior year, primarily reflecting higher

governance and control costs, pension and

benefit related costs. The adjusted net

loss for the quarter was $266 million,

compared with an adjusted net loss of

$181 million in the first quarter last year.

Quarterly comparison – Q1 2025 vs. Q4 2024

Corporate segment’s reported net loss for the quarter

was $359 million, compared with a reported

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

quarter decrease primarily reflects the impacts

of prior quarter gain on sale of Schwab

shares, partially offset by the provision for indirect

tax matters. Net

corporate expenses decreased $19 million

compared to the prior quarter. The adjusted net loss

for the quarter was $266 million, compared with an

adjusted net

loss of $200 million in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2025

• EARNINGS NEWS RELEASE

Page 18

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

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

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

Access to Quarterly Results Materials

Interested investors, the media and others

may view the first quarter earnings news release,

results slides, supplementary financial

information, and the Report to

Shareholders on the TD Investor Relations

website at www.td.com/investor/.

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on February

27, 2025. The call will be audio webcast

live through TD’s website at

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

by TD executives on the Bank’s

financial results for the first quarter and

discussions of related disclosures,

followed by a question-and-answer period with analysts.

The presentation material referenced

during the call will be available on the

TD website at

www.td.com/investor

on February 27,

2025, in advance of the call.

A listen-only telephone line

is available at 416-340-2217 or 1-800-806-5484

(toll free) and the

passcode is 2829533#.

The audio webcast and presentations will be

archived at

www.td.com/investor

. Replay of the teleconference will be available

from 5:00 p.m. ET on

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

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

(toll free). The passcode is 8753393#.

Annual Meeting

Thursday, April 10, 2025

Toronto, Ontario

About TD Bank Group

The Toronto-Dominion Bank and its

subsidiaries are collectively known as

TD Bank Group (“TD” or the “Bank”).

TD is the sixth largest bank in North

America by

assets and serves over 27.9 million customers

in four key businesses operating in a

number of locations in financial centres around

the globe: Canadian Personal

and Commercial Banking, including

TD Canada Trust and TD

Auto Finance Canada; U.S. Retail,

including TD Bank, America’s

Most Convenient Bank®, TD

Auto

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

Management and Insurance, including

TD Wealth (Canada), TD Direct Investing,

and TD Insurance; and Wholesale

Banking, including TD Securities and

TD Cowen.

TD also ranks among the world’s leading

online financial services firms, with more

than 17 million active online

and mobile customers. TD had $2.09

trillion in assets on January 31, 2025. The

Toronto-Dominion Bank trades under the

symbol “TD” on the Toronto Stock

Exchange and New York Stock Exchange.

For further information contact:

Brooke Hales,

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

Brooke.hales@td.com

Elizabeth Goldenshtein,

Senior Manager, Corporate Communications,

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

The Toronto-Dominion Bank (TD) 6-K2025 Q1 TD Bank Group • First Quarter 2025 • Report to Shareholders