TD – Q1 2025 Report to Shareholders

TD Bank Group Reports First Quarter 2025 Results

Report to Shareholders• Three months ended January 31, 2025

The financial information in this document is reported in Canadian dollars and is based on the Bank's unaudited Interim Consolidated Financial Statements and related Notes prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), unless otherwise noted. Certain comparative amounts have been revised to conform with the presentation adopted in the current period.

Reported results conform with generally accepted accounting principles (GAAP), in accordance with IFRS. Adjusted measures are non-GAAP financial measures. For additional information about the Bank's use of non-GAAP financial measures, refer to "Significant and Subsequent Events" and "Non-GAAP and Other Financial Measures" in the "How We Performed" section of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS, compared with the first quarter last year:

• Reported diluted earnings per share were $1.55, compared with $1.55.
• Adjusted diluted earnings per share were $2.02, compared with $2.00.
• Reported net income was $2,793 million, compared with $2,824 million.
• Adjusted net income was $3,623 million, compared with $3,637 million.

FIRST QUARTER ADJUSTMENTS (ITEMS OF NOTE)

The first quarter reported earnings figures included the following items of note:

• Amortization of acquired intangibles of $61 million ($52 million after tax or 3 cents per share), compared with $94 million ($79 million after tax or 4 cents per share) in the first quarter last year.
• Acquisition and integration charges related to the Cowen acquisition of $52 million ($41 million after tax or 2 cents per share), compared with $117 million ($93 million after tax or 5 cents per share) in the first quarter last year.
• Impact from the terminated First Horizon Corporation (FHN) acquisition-related capital hedging strategy of $54 million ($41 million after tax or 2 cents per share), compared with $57 million ($43 million after tax or 2 cents per share) in the first quarter last year.
• U.S. balance sheet restructuring of $927 million ($696 million after tax or 40 cents per share).

TORONTO, February 27, 2025 - TD Bank Group ("TD" or the "Bank") today announced its financial results for the first quarter ended January 31, 2025. Reported and adjusted earnings were $2.8 billion and $3.6 billion, respectively, relatively flat compared with the first quarter last year.

"TD started the year with strong momentum and record revenue across many of our businesses. While expenses remain somewhat elevated, we delivered solid earnings, which positions us well as we begin the new fiscal year," said Raymond Chun, Group President and Chief Executive Officer, TD Bank Group. "U.S. AML remediation remains our top priority and we continue to make consistent progress to strengthen the Bank. The strategic review is advancing as planned, and we have taken early action, such as our divestiture of Schwab, as we develop our strategy and roadmap for the future."

Canadian Personal and Commercial Banking delivered record revenue supported by continued volume growth

Canadian Personal and Commercial Banking net income was $1,831 million, an increase of 3% compared to the first quarter last year. This increase reflects higher revenue, partially offset by higher non-interest expenses and provisions for credit losses (PCL). Revenue was a record $5,149 million, an increase of 5%, primarily reflecting loan and deposit volume growth.

This quarter, the Canadian Personal Bank continued to build momentum, including deepening customer relationships by launching Real Estate Secured Lending and Investing specialists in its highest opportunity branches. In addition, the TD Aeroplan Visa Infinite Card was recognized by Rewards Canada as Canada's top airline credit card for the fourth year in a row1. 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$105 million), down 79% (79% in U.S. dollars), compared with the first quarter last year, primarily reflecting the impact of balance sheet restructuring activities, governance and control investments including the Bank's U.S. BSA/AML remediation program, and higher PCL, partially offset by the impact of the FDIC special assessment charge in the first quarter last year. On an adjusted basis, net income was $839 million (US$594 million), down 15% (18% in U.S. dollars) compared with the first quarter last year, reflecting higher non-interest expenses and higher PCL, partially offset by higher revenue.

This quarter, the U.S. Retail Bank continued to deliver operating momentum, with its fifth consecutive quarter of personal deposit growth and double-digit growth in

U.S. Wealth assets year-over-year. The business also made significant progress in its balance sheet restructuring strategy to ensure it can continue to support its customers' needs under the asset limitation.

Wealth Management and Insurance delivered record Wealth revenue, earnings and assets, and strong Insurance premium growth

Wealth Management and Insurance net income was $680 million, an increase of 23% compared with the first quarter last year, driven by record revenue, earnings and assets in Wealth Management and strong insurance premiums growth. This quarter's 15% revenue increase reflected insurance premiums growth and higher fee-based revenue driven by market and asset growth, as well as higher interest income from deposits and increased transaction revenue.

This quarter, Wealth Management and Insurance continued to deliver investment excellence and innovative solutions. TD Direct Investing was ranked #1 Digital Brokerage in Canada by The Globe and Mail for the third consecutive year. TD Asset Management received 24 Fundata FundGrade A+® Awards and was recognized in six categories at

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

the 2024 Canada LSEG Lipper Fund Awards. In addition, TD Insurance, with TD Securities as joint bookrunner, diversified its reinsurance capacity by becoming the first Canadian insurer to sponsor a catastrophe bond solely focused on catastrophe perils in Canada.

Wholesale Banking delivered record revenue driven by its Global Markets business

Wholesale Banking reported net income for the quarter was $299 million, an increase of 46% compared with the first quarter last year, primarily reflecting higher revenue, partially offset by higher PCL and non-interest expenses. On an adjusted basis, net income was $339 million, an increase of 14% compared with the first quarter last year. Revenue for the quarter was a record $2 billion, an increase of 12% compared with the first quarter last year, primarily reflecting higher trading-related revenue and underwriting fees.

Wholesale Banking continued to drive growth from the enhanced capabilities of the franchise. TD Cowen won the 2024 IFR U.S. Mid-Market Equity House Award, which recognizes the leading underwriter of U.S. equity offerings between US$50-US$500 million. Following the quarter end, TD Cowen also acted as a lead bookrunner on the marquee US$15 billion secondary offering of Schwab shares by TD, an important milestone.

Capital

TD's Common Equity Tier 1 Capital ratio was 13.1%.

Conclusion

"TD's strength and stability, combined with our unrelenting focus on meeting the needs of our customers and clients, will serve the Bank well in this period of geopolitical and macroeconomic uncertainty," added Chun. "I want to thank our colleagues across the globe for their tremendous efforts and commitment."

The foregoing contains forward-looking statements. Please refer to the "Caution Regarding Forward-Looking Statements" on page 4.

ENHANCED DISCLOSURE TASK FORCE

The Enhanced Disclosure Task Force (EDTF) was established by the Financial Stability Board in 2012 to identify fundamental disclosure principles, recommendations and leading practices to enhance risk disclosures of banks. The index below includes the recommendations (as published by the EDTF) and lists the location of the related EDTF disclosures presented in the first quarter 2025 Report to Shareholders (RTS), Supplemental Financial Information (SFI), or Supplemental Regulatory Disclosures (SRD). Information on TD's website, SFI, and SRD is not and should not be considered incorporated herein by reference into the first quarter 2025 RTS, Management's Discussion and Analysis, or the Interim Consolidated Financial Statements. Certain disclosure references have been made to the Bank's 2024 Annual Report.

TABLE OF CONTENTS

32 Risk Factors and Management

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

This MD&A is presented to enable readers to assess material changes in the financial condition and operating results of TD Bank Group ("TD" or the "Bank") for the three months ended January 31, 2025, compared with the corresponding periods shown. This MD&A should be read in conjunction with the Bank's unaudited Interim Consolidated Financial Statements and related Notes included in this Report to Shareholders and with the 2024 Consolidated Financial Statements and related Notes and 2024 MD&A. This MD&A is dated February 26, 2025. Unless otherwise indicated, all amounts are expressed in Canadian dollars and have been primarily derived from the Bank's 2024 Consolidated Financial Statements and related Notes or Interim Consolidated Financial Statements and related Notes, prepared in accordance with IFRS as issued by the IASB. Note that certain comparative amounts have been revised to conform with the presentation adopted in the current period. Additional information relating to the Bank, including the Bank's 2024 Annual Information Form, is available on the Bank's website at http://www.td.com as well as on SEDAR+ at http://www.sedarplus.ca and on the SEC's website at http://www.sec.gov (EDGAR filers section).

Caution Regarding Forward-Looking Statements

From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the United States (U.S.) Securities and Exchange Commission (SEC), and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such statements are made pursuant to the "safe harbour" provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in this document, the Management's Discussion and Analysis ("2024 MD&A") in the Bank's 2024 Annual Report under the heading "Economic Summary and Outlook", under the headings "Key Priorities for 2025" and "Operating Environment and Outlook" for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments, and under the heading "2024 Accomplishments and Focus for 2025" for the Corporate segment, and in other statements regarding the Bank's objectives and priorities for 2025 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank's anticipated financial performance.

Forward-looking statements are typically identified by words such as "will", "would", "should", "believe", "expect", "anticipate", "intend", "estimate", "forecast", "outlook", "plan", "goal", "target", "possible", "potential", "predict", "project", "may", and "could" and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and uncertainties - many of which are beyond the Bank's control and the effects of which can be difficult to predict - may cause actual results to differ materially from the expectations expressed in the forward-looking statements.

Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit, market (including equity, commodity, foreign exchange, interest rate, and credit spreads), operational (including technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, legal and regulatory compliance (including financial crime), reputational, environmental and social, and other risks.

Examples of such risk factors include general business and economic conditions in the regions in which the Bank operates (including the economic, financial, and other impacts of pandemics); geopolitical risk (including the potential impact of new or elevated tariffs); inflation, interest rates and recession uncertainty; regulatory oversight and compliance risk; risks associated with the Bank's ability to satisfy the terms of the global resolution of the investigations into the Bank's U.S. Bank Secrecy Act (BSA)/anti-money laundering (AML) program; the impact of the global resolution of the investigations into the Bank's U.S. BSA/AML program on the Bank's businesses, operations, financial condition, and reputation; the ability of the Bank to execute on long-term strategies, shorter-term key strategic priorities, including the successful completion of acquisitions and dispositions and integration of acquisitions, the ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business retention plans, and other strategic plans; technology and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the Bank's technologies, systems and networks, those of the Bank's customers (including their own devices), and third parties providing services to the Bank; data risk; model risk; fraud activity; insider risk; conduct risk; the failure of third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and control of information, and other risks arising from the Bank's use of third-parties; the impact of new and changes to, or application of, current laws, rules and regulations, including without limitation consumer protection laws and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased competition from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and disruptive technology; environmental and social risk (including climate-related risk); exposure related to litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes in foreign exchange rates, interest rates, credit spreads and equity prices; downgrade, suspension or withdrawal of ratings assigned by any rating agency, the value and market price of the Bank's common shares and other securities may be impacted by market conditions and other factors; the interconnectivity of financial institutions including existing and potential international debt crises; increased funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events.

The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank's results. For more detailed information, please refer to the "Risk Factors and Management" section of the 2024 MD&A, as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable) related to any events or transactions discussed under the headings "Significant Events", "Significant and Subsequent Events" or "Update on U.S. Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement Activities" in the relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank's forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2024 MD&A under the headings "Economic Summary and Outlook" and "Significant Events", under the headings "Key Priorities for 2025" and "Operating Environment and Outlook" for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments, and under the heading "2024 Accomplishments and Focus for 2025" for the Corporate segment, each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable).

Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank's shareholders and analysts in understanding the Bank's financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

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

TABLE 1: FINANCIAL HIGHLIGHTS

1. The Toronto-Dominion Bank ("TD" or the "Bank") prepares its Interim Consolidated Financial Statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with IFRS as the "reported" results. The Bank also utilizes non-GAAP financial measures such as "adjusted" results and non-GAAP ratios to assess each of its businesses and to measure overall Bank performance. To arrive at adjusted results, the Bank adjusts reported results for "items of note". Refer to "Significant and Subsequent Events" and "How We Performed" sections of this document for further explanation, a list of the items of note, and a reconciliation of adjusted to reported results. Non-GAAP financial measures and ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers.
2. These measures have been included in this document in accordance with the Office of the Superintendent of Financial Institutions Canada's (OSFI's) Capital Adequacy Requirements (CAR), Leverage Requirements (LR), and Total Loss Absorbing Capacity (TLAC) guidelines. Refer to the "Capital Position" section of this document for further details.
3. For additional information about this metric, refer to the Glossary of this document.
4. Efficiency ratio - adjusted, net of ISE is calculated by dividing adjusted non-interest expenses by adjusted total revenue, net of ISE. Adjusted total revenue, net of ISE - Q1 2025: $13,523 million, Q4 2024: $12,533 million, Q1 2024: $12,405 million.
5. Toronto Stock Exchange closing market price.

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 20252. Remaining management implementations are planned for calendar 2026 and into calendar 2027. Sustainability and testing activities are planned for calendar 2026 and calendar 2027 following management implementations, and the Bank is targeting to have the Suspicious Activity Report lookback to be completed in calendar 2027 per the OCC consent order. As noted in the Bank's 2024 MD&A, all management remediation actions will be subject to validation by the Bank's internal audit function, followed by the review and acceptance by the appointed monitor, demonstrated sustainability, and, ultimately, the review and approval of the Bank's U.S. banking regulators and the DOJ. The following graph illustrates the Bank's expected remediation plan and progress on a calendar year basis, based on its work to date:

As noted in the Bank's 2024 MD&A including in the "Risk Factors That May Affect Future Results - Global Resolution of the Investigations into the Bank's U.S. BSA/AML Program" section thereof, the Bank's remediation timeline is based on the Bank's current plans, as well as assumptions related to the duration of planning activities, including the completion of external benchmarking and lookback reviews. As an example, as the Bank undertakes the lookback reviews, the Bank may be required to further expand the scope of the review, either in terms of the subjects being addressed and/or the time period reviewed. The Bank's ability to meet its planned remediation milestones assumes that the Bank will be able to successfully execute against its U.S. BSA/AML remediation program plan, which is subject to inherent risks and uncertainties including the Bank's ability to attract and retain key employees, the ability of third parties to deliver on their contractual obligations, and the successful development and implementation of required technology solutions. Furthermore, the execution of the U.S. BSA/AML remediation plan, including these planned milestones, will not be entirely within the Bank's control because of various factors such as (i) the requirement to obtain regulatory approval or non-objection before proceeding with various steps, and (ii) the requirement for the various deliverables to be acceptable to the regulators and/or the monitor.

While substantial work remains, the Bank has made progress on its U.S. BSA/AML program remediation activities over the first fiscal quarter of 2025, including:

2 The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties and may vary based on the scope of work in the U.S. BSA/AML remediation plan which could change as a result of additional findings that are identified as work progresses as well as the Bank's ability to successfully execute against the U.S. BSA/AML remediation program in accordance with the U.S. Retail segment's fiscal 2025 plan.

1. the Bank submitted a list of candidates for the monitorship to both the DOJ and FinCEN, and they both approved the use of the same Independent Compliance Monitor on a go-forward basis;
2. the implementation of enhanced investigation practices including the implementation of technology which centralizes all new investigative cases in a single system to provide unified data sets to help manage financial crime risk with a single view of the customer;
3. the continued hiring of investigative analysts, with the U.S. investigative analyst team up 4% in size in the first fiscal quarter of 2025;
4. the completion of the design of machine learning tools that help analyze customer data to more effectively and rapidly detect potential activity of interest;
5. the introduction of new reporting on workloads that has improved the Bank's ability to forecast resource needs; and
6. completed development of a detailed plan to improve employee accountability mechanisms to ensure that there are clear consequences that are understood throughout the organization.

For the second and third fiscal quarters of 2025, the Bank's focus will be on the following remediation activities:

1. hiring of additional investigative analysts to help manage case volumes which are expected to be higher as additional monitoring capabilities continue to be implemented;
2. the implementation of incremental enhancements for transaction monitoring and client onboarding, including the implementation of a further round of scenarios into the Bank's transaction monitoring system;
3. the introduction of updated investigative procedures that contain additional guidance on analyzing customer activity; and
4. the implementation of machine learning analysis capabilities beginning in the third fiscal quarter of 2025.

As noted in the Bank's 2024 MD&A, to help ensure that the Bank can continue to support its customers' financial needs in the U.S. while not exceeding the limitation on the combined total assets of the U.S. Bank, the Bank is focused on executing multiple U.S. balance sheet restructuring actions in fiscal 2025. Refer to the "Update on U.S. Balance Sheet Restructuring" section of the U.S. Retail segment section for additional information on these actions. For additional information about expenses associated with the Bank's U.S. BSA/AML program remediation activities, refer to the U.S. Retail segment section.

Assessment and Strengthening of the Bank's Enterprise AML Program

The Bank is continuing to implement improvements to the Enterprise AML Program and continues to target implementation of the majority of its Enterprise AML Program remediation and enhancement actions by the end of calendar 2025. As noted in the Bank's 2024 MD&A, once implemented, those remediation and enhancement actions will then be subject to internal review, challenge and validation of the activities. Following the end of the first fiscal quarter, the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") commenced a review of certain remediation steps that the Bank has taken to date to address the FINTRAC violations. This review is ongoing, and subject to the outcome, may result in additional regulatory actions.

As noted in the "Risk Factors That May Affect Future Results - Global Resolution of the Investigations into the Bank's U.S. BSA/AML Program" section of the Bank's 2024 MD&A, the remediation and enhancement of the Enterprise AML program is exposed to similar risks as noted in respect of the remediation of the Bank's U.S. BSA/AML program. In particular, as the Bank makes remediation and enhancements to the Enterprise AML Program, it expects an increase in identification of reportable transactions and/or events, which will add to the operational backlog in the Bank's Financial Crime Risk Management (FCRM) investigations processing that the Bank currently faces, but is working towards remediating, across the enterprise. In addition, as the Bank continues its remediation and improvement activities of the Enterprise AML Program, it continues to assess (i) whether issues that have been, and continue to be, identified in the U.S. BSA/AML program exist in the Enterprise AML Program in Canada, Europe or Asia, and (ii) the impact of such issues. The results of these assessments may also broaden the scope of the remediation and improvements required for the Enterprise AML Program. Furthermore, the Bank's regulators or law enforcement agencies may identify other issues with the Bank's Enterprise AML Program, which may result in additional regulatory actions.

While substantial work remains, the Bank has made progress on the improvements to the Enterprise AML Program over the first fiscal quarter of 2025, including:

1. the consolidation of the Enterprise and the U.S. AML mandates under the leadership of the Global Head of FCRM, in order to better enable strong and consistent engagement, and delivery of improvements across both the U.S. and Enterprise AML programs;
2. additional improvements in the Bank's process and procedural guidance, including additional targeted training across FCRM and individual business lines; and
3. hiring of additional investigative analysts, to help improve management of case volumes, with further expansion planned in future fiscal quarters.

For the second and third fiscal quarters of 2025, the Bank's focus will be on the following improvements to the Enterprise AML Program:

1. the implementation of a new centralized case management tool that is already in production in the U.S. through the rest of the Bank, with the goal of strengthening oversight and investigations of identified FCRM risks;
2. the implementation of technology initiatives to consolidate electronic document and data availability to help improve timeliness of monitoring and oversight of escalated AML issues; and
3. the continued rollout of an enhanced risk assessment methodology and tools to strengthen identification and measurement of FCRM risks across clients, products, and transactions, supported by improved data capabilities.

HOW WE PERFORMED

CORPORATE OVERVIEW

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by assets and serves more than 27.9 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S., and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among the world's leading online financial services firms, with more than 17 million active online and mobile customers. TD had $2.09 trillion in assets on January 31, 2025. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto Stock Exchange and New York Stock Exchange.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated Financial Statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with IFRS as "reported" results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also presents certain financial measures, including non-GAAP financial measures that are historical, non-GAAP ratios, supplementary financial measures and capital management measures, to assess its results. Non-GAAP financial measures, such as "adjusted" results, are utilized to assess the Bank's businesses and to measure the Bank's overall performance. To arrive at adjusted results, the Bank adjusts for "items of note" from reported results. Items of note are items which management does not believe are indicative of underlying business performance and are disclosed in Table 3. Non-GAAP ratios include a non-GAAP financial measure as one or more of its components. Examples of non-GAAP ratios include adjusted basic and diluted earnings per share (EPS), adjusted dividend payout ratio, adjusted efficiency ratio, net of ISE, and adjusted effective income tax rate. The Bank believes that non-GAAP financial measures and non-GAAP ratios provide the reader with a better understanding of how management views the Bank's performance. Non-GAAP financial measures and non-GAAP ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers. Supplementary financial measures depict the Bank's financial performance and position, and capital management measures depict the Bank's capital position, and both are explained in this document where they first appear.

U.S. Strategic Cards

The Bank's U.S. strategic cards portfolio is comprised of agreements with certain U.S. retailers pursuant to which TD is the U.S. issuer of private label and co- branded consumer credit cards to their U.S. customers. Under the terms of the individual agreements, the Bank and the retailers share in the profits generated by the relevant portfolios after credit losses. Under IFRS, TD is required to present the gross amount of revenue and PCL related to these portfolios in the Bank's Interim Consolidated Statement of Income. At the segment level, the retailer program partners' share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners' net share) recorded in Non-interest expenses, resulting in no impact to Corporate's reported net income (loss). The net income (loss) included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to TD under the agreements.

Investment in The Charles Schwab Corporation and IDA Agreement

As at January 31, 2025, the Bank accounted for its investment in Schwab using the equity method. The U.S. Retail segment reflected the Bank's share of net income from its investment in Schwab. The Corporate segment net income (loss) included amounts for amortization of acquired intangibles, the acquisition and integration charges related to the Schwab transaction, and the Bank's share of restructuring and other charges incurred by Schwab. The Bank's share of Schwab's earnings available to common shareholders was reported with a one-month lag. For further details, refer to Note 12 of the Bank's 2024 Annual Consolidated Financial Statements.

On August 21, 2024, the Bank sold 40.5 million shares of common stock of Schwab for proceeds of approximately $3.4 billion (US$2.5 billion). The share sale reduced the Bank's ownership interest in Schwab from 12.3% to 10.1%. The Bank recognized approximately $1.0 billion (US$0.7 billion) as other income (net of $0.5 billion (US$0.4 billion) loss from AOCI reclassified to earnings), in the fourth quarter of fiscal 2024.

On February 12, 2025, the Bank sold its entire remaining equity investment in Schwab through a registered offering and share repurchase by Schwab. For further details, refer to "Significant and Subsequent Events" section of this document. The Bank will discontinue recording its share of earnings available to common shareholders from its investment in Schwab in the second quarter of fiscal 2025.

On November 25, 2019, the Bank and Schwab signed an insured deposit account agreement (the "2019 Schwab IDA Agreement"), with an initial expiration date of July 1, 2031. Under the 2019 Schwab IDA Agreement, starting July 1, 2021, Schwab had the option to reduce the deposits by up to US$10 billion per year (subject to certain limitations and adjustments), with a floor of US$50 billion. In addition, Schwab requested some further operational flexibility to allow for the sweep deposit balances to fluctuate over time, under certain conditions and subject to certain limitations.

On May 4, 2023, the Bank and Schwab entered into an amended insured deposit account agreement (the "2023 Schwab IDA Agreement" or the "Schwab IDA Agreement"), which replaced the 2019 Schwab IDA Agreement. Pursuant to the 2023 Schwab IDA Agreement, the Bank continues to make sweep deposit accounts available to clients of Schwab. Schwab designates a portion of the deposits with the Bank as fixed-rate obligation amounts (FROA). Remaining deposits are designated as floating-rate obligations. In comparison to the 2019 Schwab IDA Agreement, the 2023 Schwab IDA Agreement extends the initial expiration date by three years to July 1, 2034 and provides for lower deposit balances in its first six years, followed by higher balances in the later years. Specifically, until September 2025, the aggregate FROA will serve as the floor. Thereafter, the floor will be set at US$60 billion. In addition, Schwab had the option to buy down up to $6.8 billion (US$5 billion) of FROA by paying the Bank certain fees in accordance with the 2023 Schwab IDA Agreement, subject to certain limits.

During the first quarter of fiscal 2024, Schwab exercised its option to buy down the remaining $0.7 billion (US$0.5 billion) of the US$5 billion FROA buydown allowance and paid $32 million (US$23 million) in termination fees to the Bank in accordance with the 2023 Schwab IDA Agreement. By the end of the first quarter of fiscal 2024, Schwab had completed its buydown of the full US$5 billion FROA buydown allowance and had paid a total of $337 million (US$250 million) in termination fees to the Bank. The fees were intended to compensate the Bank for losses incurred from discontinuing certain hedging relationships and for lost revenues. The net impact was recorded in net interest income.

Subsequent to the sale of the Bank's entire remaining equity investment in Schwab, the Bank continues to have a business relationship with Schwab through the IDA Agreement. Refer to Note 27 of the Bank's 2024 Annual Consolidated Financial Statements for further details on the Schwab IDA Agreement.

The following table provides the operating results on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS - Reported

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

1. After the termination of the merger agreement between the Bank and FHN on May 4, 2023, the residual impact of the strategy is reversed through net interest income - Q1 2025: ($54) million, Q4 2024: ($59) million,
   Q1 2024: ($57) million, reported in the Corporate segment.
2. Adjusted net interest income excludes the following item of note:
3. 1. Indirect tax matters - Q4 2024: $35 million, reported in the Corporate segment.
4. Adjusted non-interest income excludes the following items of note:
5. 1. 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
   2. U.S. balance sheet restructuring - Q1 2025: $927 million, Q4 2024: $311 million, reported in the U.S. Retail segment.
6. Adjusted non-interest expenses exclude the following items of note:
7. 1. Amortization of acquired intangibles - Q1 2025: $35 million, Q4 2024: $33 million, Q1 2024: $63 million, reported in the Corporate segment;
   2. 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;
   3. Restructuring charges - Q1 2024: $291 million, reported in the Corporate segment;
   4. Acquisition and integration-related charges - Q1 2025: $52 million, Q4 2024: $82 million, Q1 2024: $117 million, reported in the Wholesale Banking segment;
   5. Indirect tax matters - Q4 2024: $191 million, reported in the Corporate segment;
   6. FDIC special assessment - Q4 2024: ($72) million, Q1 2024: $411 million, reported in the U.S. Retail segment; and
   7. 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.
8. 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:
9. 1. Amortization of Schwab-related acquired intangibles - Q1 2025: $26 million, Q4 2024: $27 million, Q1 2024: $31 million;
   2. 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;
   3. The Bank's share of restructuring charges incurred by Schwab - Q1 2024: $27 million; and
   4. The Bank's share of the FDIC special assessment charge incurred by Schwab - Q1 2024: $22 million.
10. 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.