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TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports Second Quarter 2026 Results

Earnings News Release

•

Three and six months ended April 30, 2026

This quarterly Earnings News Release (ENR)

should be read in conjunction with the

Bank’s unaudited second quarter 2026

Report to Shareholders for the three

and six months ended April 30,

2026, 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 ENR is dated May 27, 2026. 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 “Non-GAAP and Other Financial Measures”

in the “How We Performed”,

or “How Our Businesses Performed” sections

of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter last

year:

●

Reported diluted earnings per share were

$2.43, compared with $6.27.

●

Adjusted diluted earnings per share were

$2.38, compared with $1.97.

●

Reported net income was $4,251 million,

compared with $11,129 million.

●

Adjusted net income was $4,168 million,

compared with $3,626 million.

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

30, 2026, compared with the corresponding

period last year:

●

Reported diluted earnings per share were

$4.77, compared with $7.81.

●

Adjusted diluted earnings per share were

$4.82, compared with $3.99.

●

Reported net income was $8,294 million,

compared with $13,922 million.

●

Adjusted net income was $8,384 million,

compared with $7,249 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles

of $33 million ($25 million after tax or 1

cent per share), compared with $43 million

($35 million after tax or

2 cents per share) in the second quarter

last year.

●

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $43 million ($33

million after tax or

2 cents per share), compared with $47 million

($35 million after tax or 2 cents per

share) in the second quarter last year.

●

Income tax adjustment on gain on sale of

The Charles Schwab Corporation (Schwab)

shares of ($288) million (($288)

million after tax or (17) cents

per share).

●

Change in partnership share in the U.S. strategic

cards portfolio of $197 million ($147

million after tax or 9 cents per share).

TORONTO

, May 28, 2026

– TD Bank Group (“TD” or the “Bank”)

today announced its financial results

for the second quarter ended April 30,

2026. Reported

earnings and earnings per share were $4.3

billion and $2.43, compared with $11.1 billion and $6.27, respectively, in the second quarter

last year. Adjusted

earnings and earnings per share were $4.2

billion and $2.38, up 15% and 21%, respectively, year-over-year.

"This was another strong quarter for TD.

We drove record Q2 earnings in Canadian Personal

and Commercial Banking, all-time high

earnings in Wealth

Management and Insurance and Wholesale

Banking,

and we accelerated momentum in U.S.

Banking.

We demonstrated disciplined execution as we grew

return

on equity and delivered our fourth consecutive

quarter of positive operating leverage,

on an adjusted basis. We also continue to make

consistent progress on our

AML remediation and enhancements, which remain

our top priority,"

said Raymond Chun, Group President and

CEO, TD Bank Group. "Our bank has momentum,

and we are making important investments

in talent, innovation, AI and client experience,

as we fundamentally restructure our

cost base to drive performance and

continue winning."

Canadian Personal and Commercial

Banking delivered record Q2 revenue

and earnings

Canadian Personal and Commercial

Banking net income was $1,925 million, up

15% year-over-year, primarily reflecting higher revenue

and lower provisions for

credit losses (PCL). Revenue grew 5%

year-over-year driven by loan and deposit volume

growth and higher margins.

Canadian Personal Banking drove continued

momentum in deepening client relationships, achieving

record penetration rates for consumer and

small business

credit cards. The business also generated $9

billion in closed referrals to Wealth, with double-digit

growth year-over-year, driven by strong frontline engagement

and execution. Canadian Business Banking

maintained its momentum this quarter as

continued progress on distribution expansion

contributed to strong loan

growth and earnings. TD Auto Finance was

once again awarded #1 for Dealer Satisfaction

among both Non-Prime and Prime Credit

Non-Captive Automotive

Financing Lenders in the JD Power 2026

Canada Dealer Financing Satisfaction Study

U.S. Banking sustained business momentum

U.S. Banking reported net income was $813

million (US$595

million), an increase of $771

million (US$560

million) year-over-year. On an adjusted basis, net

income was $960 million (US$702

million), up 8% (12% in U.S. dollars) year-over-year. The

segment delivered a return on equity of 8.2%

on a reported basis and

9.6% on an adjusted basis, up 770 basis

points and 130 basis points year-over-year

respectively, as the business continued to manage capital

with discipline.

U.S. Banking performance was supported

by growth across core lending portfolios,

including double-digit growth year-over-year

in middle market commercial

lending and TD’s proprietary credit card balances.

In Wealth, record mass affluent sales drove double-digit

asset growth year-over-year.

TD Auto Finance received the highest score in the retail non-captive non-prime segment and the retail non-captive prime segment in the JD Power 2024-2026 Canada Dealer Financing Satisfaction

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

Core loan growth is defined as growth in average loan volumes excluding the impact of the loan portfolios identified for sale or run-off under the U.S. balance sheet restructuring program.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 2

Wealth Management and Insurance delivered

record earnings and assets

Wealth Management and Insurance net income

was $837 million, up 18% year-over-year, driven by record

assets, higher insurance earned premiums,

and

deposit volume growth.

Wealth Management launched the fully redesigned

TD Easy Trade™

app, delivering a streamlined, mobile-first

experience that supports the next generation

self-directed investors, offering market-leading

capabilities. TD Insurance launched a client-facing

generative AI powered Virtual Assistant, becoming

the first

Canadian home and auto insurer to deploy

this capability and making it simpler for

clients to connect with TD Insurance.

Wholesale Banking delivered record earnings

Wholesale Banking net income was $612

million, up 46% year-over-year on a reported

basis and 38% year-over-year on an adjusted

basis, reflecting higher

revenues and lower PCL, partially offset by higher

non-interest expenses. Revenue for the

quarter was $2,393 million, up 12% year-over-year, driven

by strong

execution across Global Markets and Corporate

and Investment Banking including strength

in Equities, Capital Markets, and Lending

businesses.

Wholesale Banking performance reflects

the depth and diversification of the platform

combined with high levels of client activity and

constructive market

conditions. Return on equity for the quarter

was 14.5%, a significant improvement

year-over-year, driven by strong revenue growth, moderating

expense growth,

and disciplined capital management.

Capital

TD’s Common Equity Tier 1 Capital ratio was 14.3%.

Conclusion

“Our ongoing share buy-back and the dividend

increase announced today reflect our

confidence in TD’s growth and earnings power,” added Chun. “As

we deepen

relationships, run our bank simpler and faster, and execute

with discipline, we are creating value for shareholders,

supporting our clients, and opening new

opportunities for growth. I want to thank our

colleagues for delivering once again this quarter

for TD and the more than 28 million

clients we serve."

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

on page 3.

TD BANK GROUP • SECOND QUARTER 2026 •

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 (2025 MD&A) in the Bank’s 2025 Annual Report under the heading

“Economic Summary and Outlook”, under the headings “Key Priorities for 2026” and “Operating Environment

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

Insurance, and Wholesale Banking segments, and under the heading “2025 Accomplishments and Focus

for 2026” for the Corporate segment, and in other statements regarding the Bank’s objectives and priorities for

2026

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, compliance and legal, 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; geopolitical risk (including policy, trade and tax-related risks and the

potential impact of any new or elevated tariffs or any retaliatory 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; the

business relationship with The Charles Schwab Corporation through the insured deposit account

agreement exposes the Bank to certain risks; 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 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 2025 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 2025 MD&A under

the headings “Economic Summary and Outlook” and “Significant Events”, under the headings “Key Priorities

for 2026” and

“Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Banking,

Wealth Management and Insurance, and Wholesale Banking segments, and under the heading “2025

Accomplishments and Focus for 2026” 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 • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Results of operations

Total revenue – reported

15,797

16,585

22,937

32,382

36,986

Total revenue – adjusted

16,037

16,629

15,138

32,666

30,168

Provision for (recovery of) credit losses

1,001

1,039

1,341

2,040

2,553

Insurance service expenses (ISE)

1,398

1,622

1,417

3,020

2,924

Non-interest expenses – reported

8,372

8,753

8,139

17,125

16,209

Non-interest expenses – adjusted

8,339

8,563

7,908

16,902

15,891

Net income – reported

4,251

4,043

11,129

8,294

13,922

Net income – adjusted

4,168

4,216

3,626

8,384

7,249

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

964.3

958.5

936.4

964.3

936.4

Total assets

2,085.1

2,099.3

2,064.3

2,085.1

2,064.3

Total deposits

1,243.4

1,245.1

1,267.7

1,243.4

1,267.7

Total equity

124.3

125.6

126.1

124.3

126.1

Total risk-weighted assets

641.4

635.2

624.6

641.4

624.6

Financial ratios

Return on common equity (ROE) – reported

14.7

13.6

39.1

14.1

24.8

Return on common equity – adjusted

14.4

14.2

12.3

14.3

12.7

Return on tangible common equity (ROTCE)

1,3

17.7

16.3

48.0

17.0

31.3

Return on tangible common equity – adjusted

17.2

16.9

15.0

17.1

15.9

Efficiency ratio – reported

53.0

52.8

35.5

52.9

43.8

Efficiency ratio – adjusted, net of ISE

1,3,4

57.0

57.1

57.6

57.0

58.3

Provision for (recovery of) credit losses

as a % of net

average loans

0.43

0.58

0.43

0.54

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

2.44

2.35

6.28

4.78

7.81

Diluted

2.43

2.34

6.27

4.77

7.81

Dividends per share

1.08

1.05

2.16

2.10

Book value per share

68.22

68.20

66.75

68.22

66.75

Closing share price (TSX)

146.33

127.26

88.09

146.33

88.09

Shares outstanding (millions)

Average basic

1,660.7

1,680.3

1,740.5

1,670.6

1,745.3

Average diluted

1,665.5

1,684.7

1,741.7

1,675.4

1,746.3

End of period

1,652.1

1,671.2

1,722.5

1,652.1

1,722.5

Market capitalization (billions of Canadian dollars)

241.7

212.7

151.7

241.7

151.7

Dividend yield

3.2

3.5

5.0

3.4

5.2

Dividend payout ratio

44.1

45.9

16.6

45.0

26.8

Price-earnings ratio

17.3

10.3

9.1

17.3

9.1

Total shareholder return (1 year)

72.2

60.0

13.6

72.2

13.6

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

2.39

2.45

1.97

4.84

3.99

Diluted

2.38

2.44

1.97

4.82

3.99

Dividend payout ratio

45.0

44.0

53.0

44.5

52.4

Price-earnings ratio

15.9

14.5

11.4

15.9

11.4

Capital ratios

Common Equity Tier 1 (CET1) Capital ratio

14.3

14.5

14.9

14.3

14.9

Tier 1 Capital ratio

16.0

16.3

16.6

16.0

16.6

Total Capital ratio

17.8

18.1

18.5

17.8

18.5

Leverage ratio

4.5

4.7

4.5

4.7

Total Loss Absorbing Capacity (TLAC) ratio

31.1

31.0

31.1

31.0

TLAC Leverage ratio

8.8

8.6

8.7

8.8

8.7

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 “How We

Performed” or “How Our Businesses

Performed” sections

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

results. Non-GAAP financial measures and ratios used

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

used by other issuers.

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

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

Requirements

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

Loss Absorbing Capacity (TLAC) guidelines.

Refer to the “Capital Position” section in the Bank’s second quarter 2026 Management’s

Discussion and Analysis (MD&A) for further details.

For additional information about these metrics, refer to the Glossary in the Bank’s second

quarter 2026 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 –

Q2 2026: $14,639 million, Q1 2026: $15,007 million, Q2 2025: $13,721 million, 2026

YTD: $29,646 million, 2025 YTD: $27,244 million.

Toronto Stock Exchange closing market

price.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 5

UPDATE ON THE

REMEDIATION

OF THE U.S. BANK SECRECY ACT/ANTI-MONEY LAUNDERING

PROGRAM AND

ENTERPRISE AML PROGRAM

As previously disclosed, on October 10, 2024,

the Bank announced that, following active

cooperation and engagement with authorities and

regulators, it reached a

resolution (the “Global Resolution”) of

previously disclosed investigations related

to its U.S. BSA/AML program. 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 (“FRB”), 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 full terms of the consent orders and plea

agreements are available on the Bank’s issuer

profile on SEDAR+ at www.sedarplus.com.

The Bank is focused on meeting the terms

of the consent orders and plea agreements,

including meeting the requirements to remediate

the Bank’s U.S. BSA/AML

program. In addition, the Bank is also undertaking

remediation of the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions

Programs (“Enterprise

AML Program”).

For additional information on the risks associated

with the remediation of the Bank’s U.S. BSA/AML

program and the Bank’s Enterprise AML Program,

see the

“Risk Factors That May Affect Future Results –

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

and Enterprise AML Program” section

of the 2025 MD&A.

Update on the Remediation of the U.S.

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 work on its

management remediation actions (the term

“management remediation actions” is

not a regulatory definition and is considered by

the Bank to consist of the root

cause assessments, data preparation, design,

documentation, frameworks, policies, standards,

training, processes, systems, testing and implementation

controls, as well as the hiring of resources)

with significant work and important milestones

remaining in calendar 2026 and calendar 2027

including the Suspicious

Activity Report lookback per the OCC consent

order which management expects

to complete in calendar 2027. For fiscal 2026,

the Bank continues to expect U.S.

BSA/AML remediation and related governance

and control investments to be largely in

line with the previous guidance of approximately

US$500 million pre-tax.

All management remediation actions will

be subject to demonstrated sustainability

and validation by the Bank’s internal audit function

(with such activities currently

planned for calendar 2026 and calendar

2027), as well as the review by the appointed

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

regulators and the DOJ. Following such independent

reviews, testing, and validation, there could

be additional management remediation actions

that would take

place after calendar 2027 in which case the

overall remediation timeline may be extended.

In addition, 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 following graph

illustrates the Bank’s expected remediation plan

and progress on a calendar year basis,

based on its work to date:

The Bank’s remediation timeline is based on

the Bank’s current plans, as well as assumptions

related to the duration of remediation activities,

including the

completion of lookback reviews. 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, the successful development

and implementation of required technology

solutions, and data

availability to complete the required lookback

reviews. 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. As of the date hereof, the

Bank

believes that it and its applicable U.S. subsidiaries

have taken such actions as are required

of them to date under the terms of the consent

orders and plea

agreements and is not aware of them being in

breach of the same. For information

about the Bank’s AML governance framework,

see the “Managing Risk” section

of the Bank’s 2025 Annual Report.

While substantial work remains, the

Bank is making progress on remediating and

strengthening its U.S. BSA/AML program

as previously disclosed including

continued improvements through:

continued maturation of transaction monitoring

and investigation processes;

enhancements to the new Know Your Customer (KYC) platform which

now includes an improved customer risk

rating model and is expected to

provide more accurate, timely and consistent

risk assessments across U.S. Banking’s client

population;

additional enhancements to the Financial

Crime Risk Management (FCRM) training

program with improved controls, providing

insights into training

effectiveness, completion metrics, and workforce

readiness;

improvements to front-line onboarding

systems for Money Service Businesses, providing

U.S. Banking employees with the ability to

sustainably

identify, detect and manage Money Service Businesses going

forward; and

completion by the third-party vendor of

the first population of lookback reviews.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

U.S. BSA/AML program, including:

further deployments of the new KYC

platform;

further deployments of machine learning

and specialized AI;

continued data enhancements with the deployment

of dedicated FCRM data environments

which will create a single source of truth

in support of

advanced detection capabilities;

continued

enhancements to its financial crime risk assessment

methodologies and processes;

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

and may vary based on (i) 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, (ii) actual third party monitor and lookback review costs

which could vary from initial estimates and are not entirely within the control of the Bank, as well as (iii) the Bank’s

ability to successfully execute against the U.S. BSA/AML remediation

program in accordance with the U.S. Banking segment’s fiscal 2026 and medium term plan

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 6

continued training and development of colleagues;

and

continued execution of lookback reviews as required

under the OCC and FinCEN consent orders.

Strengthening of the Bank’s Enterprise AML Program

The Bank continues to undertake remediation

of the Enterprise AML Program, including

a range of management remediation and

enhancement actions (the term

“management remediation and enhancement

actions” is not a regulatory definition and

is considered by the Bank to consist

of root cause assessments, data

preparation, design, documentation, frameworks,

policies, standards, training, processes,

systems, testing, and execution of controls,

as well as the hiring of

resources). While the Bank has made progress

on this remediation work, it is a multi-year

endeavour and the remediation work remains

ongoing. The timing of

completion of the remediation work will not

be entirely within the Bank’s control, and is subject

to regulatory feedback, internal review, challenge and validation.

previously disclosed, following the end of the

first quarter of fiscal 2025, 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.

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 (see also “Remediation of the

U.S. BSA/AML Program” above). In particular, as the Bank

continues its remediation and improvement activities

of 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

FCRM investigations processing that the

Bank currently faces, but is working

towards remediating, across the Bank. In

addition, on an ongoing basis, the Bank will

continue to review and assess whether issues

identified in one jurisdiction have an impact

in other jurisdictions. 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.

These issues identified

through the Bank’s own review or by the Bank’s regulators

or law enforcement agencies may

broaden the scope of the remediation and improvements

required for

the Enterprise AML Program.

While substantial work remains, the

Bank is making progress on remediating

and strengthening the Enterprise AML

Program as previously disclosed, including:

1) advanced transaction monitoring capabilities,

including enhanced scenario coverage;

2) strengthened governance and first-line engagement

in managing financial crime risks via dedicated

governance forums; and

3) updated FCRM training standards to

strengthen and align requirements globally.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

Enterprise AML Program,

including:

continued progress on clearing operational

backlogs;

ongoing advancements in transaction monitoring

capabilities;

and

continued investment in supporting advanced

analytics, machine learning, and AI opportunities

within FCRM.

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The global economic outlook continues to

slow in calendar 2026. The conflict in the

Middle East and resulting surge in oil prices has already

lifted inflation and is

expected to continue to put downward pressure

on global growth. The conflict has also increased

volatility in financial and commodity markets

due to uncertainty

over the duration of restricted oil flows

through the Strait of Hormuz and elevated

oil prices. While some economies, including

parts of Europe, may see a modest

pickup in economic activity from higher government

spending later in the year, the near-term fallout from the oil

supply crunch will remain a dominant theme

weighing on growth in much of Asia and Europe.

Incoming data suggest that the U.S. economy

has remained resilient despite a fluid policy

backdrop. Activity through the first calendar

quarter of 2026 was

supported by continued AI-related capital

spending (shifting from construction toward

equipment and software) and a rebound

in government activity after last

year's shutdown. Consumer spending

was a soft spot, in part reflecting bad weather

and, more recently, higher gasoline prices. Looking ahead, TD Economics

expects tax cuts, continued investments in

AI, and a business-friendly regulatory environment

to help sustain the expansion. However, the pace of

growth will

remain sensitive to labour market conditions,

energy-price volatility and the evolution

of trade policy.

Hiring in the U.S. was volatile through

the first quarter of calendar 2026, but looking

past the month-to-month volatility, the trend indicates job growth

has picked

up from an anemic pace at the end of last

year alongside a stabilization in the unemployment

rate. Inflation pressures have also picked

up, reflecting both the

pass-through from tariffs and higher energy prices.

We expect core inflation to drift higher in

the coming months reflecting the knock-on

effects of higher energy

costs. As a result, the Federal Reserve is likely

to leave the federal funds rate unchanged

at a range of 3.5%-3.75% this year. Should the supply

shocks fade and

inflation trends improve, TD Economics

forecasts that the Federal Reserve would lower

the policy rate towards estimates of a “neutral”

level at 3.25%-3.50% in

2027. The timing and pace of interest rate

moves will depend on whether job growth

weakens further and whether inflationary pressures

prove more persistent

than expected.

Canada’s economy has continued to expand at

a modest pace. The impact of U.S. tariffs is evident

both directly, via weaker exports in affected sectors, and

indirectly, through elevated uncertainty that has tempered hiring

and delayed some investment decisions.

Overall, Canada's labour market has shown

a lack of

dynamism. So far this year, total employment has declined

by a modest 28,000 per month on average.

Slower population growth has reduced

labour force growth,

which has kept the unemployment rate in

a still-elevated range of 6.5%-7%. Looking

ahead in 2026, a modest improvement in

the economy is expected alongside

a gradual improvement in housing activity, public infrastructure and

defense outlays, and some firming in

business investment. However, the risks to the outlook

remain highly sensitive to geopolitical events

and U.S. trade policy.

The Canadian central bank has maintained

a steady policy stance in 2026, keeping

the overnight rate at 2.25% after substantial

easing since mid-2024. TD

Economics expects no change in the policy

interest rate through the remainder of 2026.

Due to the economy having excess supply

and a weakened economic

growth profile, this is expected to outweigh

any near-term rise in inflation within the

conditions evaluated by the Bank of Canada.

Once the conflict subsides, a

generally weaker U.S. dollar and a smaller

gap between U.S. and Canadian short-term interest

rates are expected to lift the Canadian dollar. TD Economics

expects the Canadian dollar to appreciate to

the 74-75 U.S. cent range by late-2026, although

the outcome of U.S. trade policy will be a

key determinant for timing

and direction.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 7

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 net

interest margin, 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.

Investment in The Charles Schwab Corporation

(“Schwab”) and Insured Deposit Account

(IDA) Agreement

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. The Bank

discontinued recording its share of earnings

available to common shareholders from

its investment in Schwab following

the sale.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Banking 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 2025

Annual Consolidated Financial

Statements.

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

insured deposit account agreement (“Schwab

IDA Agreement”).

On May 4, 2023, the Bank and Schwab entered

into an amended Schwab IDA Agreement,

with an initial expiration of July 1, 2034. Pursuant

to the Schwab IDA

Agreement, the Bank makes sweep deposit

accounts available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate

obligation amounts. Remaining deposits are designated

as floating-rate obligations. The IDA deposit

floor is set at US$60 billion.

Refer to Note 26 of the Bank’s 2025 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

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Net interest income

8,861

8,789

8,125

17,650

15,991

Non-interest income

6,936

7,796

14,812

14,732

20,995

Total revenue

15,797

16,585

22,937

32,382

36,986

Provision for (recovery of) credit losses

1,001

1,039

1,341

2,040

2,553

Insurance service expenses

1,398

1,622

1,417

3,020

2,924

Non-interest expenses

8,372

8,753

8,139

17,125

16,209

Income before income taxes and share

of net income from

investment in Schwab

5,026

5,171

12,040

10,197

15,300

Provision for (recovery of) income taxes

775

1,128

985

1,903

1,683

Share of net income from investment in

Schwab

–

305

Net income – reported

4,251

4,043

11,129

8,294

13,922

Preferred dividends and distributions on other

equity instruments

202

101

200

303

286

Net income available to common shareholders

4,049

3,942

10,929

7,991

13,636

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 8

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “How

We Performed” or “How Our

Businesses Performed” sections of this document.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Operating results – adjusted

Net interest income

1,2

8,904

8,833

8,208

17,737

16,128

Non-interest income

7,133

7,796

6,930

14,929

14,040

Total revenue

16,037

16,629

15,138

32,666

30,168

Provision for (recovery of) credit losses

1,001

1,039

1,341

2,040

2,553

Insurance service expenses

1,398

1,622

1,417

3,020

2,924

Non-interest expenses

8,339

8,563

7,908

16,902

15,891

Income before income taxes and share of net income from

investment in Schwab

5,299

5,405

4,472

10,704

8,800

Provision for (recovery of) income taxes

1,131

1,189

929

2,320

1891

Share of net income from investment in Schwab

–

340

Net income – adjusted

4,168

4,216

3,626

8,384

7,249

Preferred dividends and distributions on other equity instruments

202

101

200

303

286

Net income available to common shareholders –

adjusted

3,966

4,115

3,426

8,081

6,963

Pre-tax adjustments for items of note

Amortization of acquired intangibles

(33)

(34)

(43)

(67)

(104)

Restructuring charges

–

(200)

(163)

(200)

(163)

Acquisition and integration-related charges

–

(34)

–

(86)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(43)

(44)

(47)

(87)

(101)

Gain on sale of Schwab shares

–

8,975

–

8,975

Balance sheet restructuring

2,3

–

(1,129)

–

(2,056)

Federal Deposit Insurance Corporation (FDIC) special assessment

–

Change in partnership share in the U.S. strategic cards

portfolio

(197)

–

(197)

–

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(16)

(17)

Restructuring charges

–

(52)

(41)

(52)

(41)

Acquisition and integration-related charges

–

(8)

–

(19)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(10)

(12)

(22)

(25)

Gain on sale of Schwab shares

(288)

–

407

(288)

407

Balance sheet restructuring

–

(282)

–

(513)

FDIC special assessment

–

Change in partnership share in the U.S. strategic cards

portfolio

(50)

–

(50)

–

Total adjustments for items

of note

(173)

7,503

(90)

6,673

Net income available to common shareholders – reported

4,049

3,942

10,929

7,991

13,636

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 (NII) – Q2 2026: ($43)

million, Q1 2026: ($44) million,

2026 YTD: ($87) million, Q2 2025: ($47) million, 2025 YTD: ($101) million, reported in the Corporate

segment.

Adjusted net interest income excludes the following item of note:

Balance sheet restructuring – Q2 2025: $36 million, 2025 YTD: $36 million in respect of U.S. Banking

activities, reported in the U.S. Banking segment.

Adjusted non-interest income excludes the following items

of note:

The Bank sold common shares of Schwab and recognized a gain on the sale – Q2 2025: $8,975

million, 2025 YTD: $8,975 million, reported in the Corporate segment;

ii.

Balance sheet restructuring – Q2 2025: $1,093 million, 2025 YTD: $2,020 million in respect of U.S. Banking

activities, reported in the U.S. Banking segment; and

iii.

Charge reflecting a change in the partnership share in the U.S. strategic cards portfolio, resulting in

an adjustment to the corresponding program receivable – Q2 2026: $197 million, 2026 YTD: $197 million,

reported in the U.S. Banking segment.

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

Amortization of acquired intangibles – Q2 2026: $33 million, Q1 2026: $34 million, 2026 YTD: $67 million, Q2

2025: $34 million, 2025 YTD: $69 million, reported in the Corporate segment;

ii.

Restructuring charges – Q1 2026: $200 million, 2026 YTD: $200 million, Q2 2025: $163 million, 2025 YTD:

$163 million, reported in the Corporate segment;

iii.

Acquisition and integration-related charges – Q2 2025: $34 million, 2025 YTD: $86 million, reported

in the Wholesale Banking segment; and

iv.

FDIC special assessment – Q1 2026: ($44) million, 2026 YTD: ($44) million, reported in the U.S.

Banking segment.

Provision for (recovery of) income taxes includes a tax benefit of $288 million related

to the Bank's gain on sale of Schwab shares in 2025, reported in the Corporate segment in the second

quarter of fiscal 2026 upon the

filing of the Bank’s tax return. Refer to “Income Taxes” in the “Financial Results Overview” section in the Bank's second quarter 2026 MD&A for further

details.

Adjusted share of net income from investment in Schwab excludes the following item of note on

an after-tax basis. The earnings impact of this item was reported in the Corporate segment:

Amortization of Schwab-related acquired intangibles – Q2 2025: $9 million, 2025 YTD: $35 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

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

and 6 for amounts.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Basic earnings per share – reported

2.44

2.35

6.28

4.78

7.81

Adjustments for items of note

(0.05)

0.10

(4.31)

0.06

(3.82)

Basic earnings per share – adjusted

2.39

2.45

1.97

4.84

3.99

Diluted earnings per share – reported

2.43

2.34

6.27

4.77

7.81

Adjustments for items of note

(0.05)

0.10

(4.30)

0.05

(3.82)

Diluted earnings per share – adjusted

2.38

2.44

1.97

4.82

3.99

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 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

based on 11.5% CET1 Capital.

TABLE 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Average common equity

113,288

115,250

114,585

114,310

110,708

Net income available to common shareholders

– reported

4,049

3,942

10,929

7,991

13,636

Items of note, net of income taxes

(83)

173

(7,503)

(6,673)

Net income available to common shareholders

– adjusted

3,966

4,115

3,426

8,081

6,963

Return on common equity – reported

14.7

13.6

39.1

14.1

24.8

Return on common equity – adjusted

14.4

14.2

12.3

14.3

12.7

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

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Average common equity

113,288

115,250

114,585

114,310

110,708

Average goodwill

18,584

18,751

19,302

18,696

19,207

Average imputed goodwill and intangibles on

investments in Schwab

–

1,304

–

2,924

Average other acquired intangibles

303

339

450

322

456

Average related deferred tax liabilities

(240)

(246)

(236)

(243)

(236)

Average tangible common equity

94,641

96,405

93,765

95,535

88,357

Net income attributable to common

shareholders – reported

4,049

3,942

10,929

7,991

13,636

Amortization of acquired intangibles, net of income

taxes

Net income attributable to common shareholders

adjusted for amortization of acquired intangibles,

net of income taxes

4,074

3,968

10,964

8,042

13,723

Other items of note, net of income taxes

(108)

147

(7,538)

(6,760)

Net income available to common shareholders

– adjusted

3,966

4,115

3,426

8,081

6,963

Return on tangible common equity

17.7

16.3

48.0

17.0

31.3

Return on tangible common equity – adjusted

17.2

16.9

15.0

17.1

15.9

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 10

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. Banking,

Wealth Management and Insurance, and Wholesale

Banking. The Bank’s other activities are grouped

into the

Corporate segment. Effective June 1, 2026, the Bank

will implement a reorganization within

the Canadian Personal and Commercial Banking

segment, whereby

Small Business Banking will transition from

Canadian Business Banking to Canadian

Personal Banking.

The reorganization will not impact the segment’s

reporting.

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 2025 MD&A, and Note

27 of

the Bank’s Annual Consolidated Financial

Statements for the year ended October 31,

2025.

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 $18

million, compared with

$17 million in the prior quarter and $13 million

in the second quarter last year.

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 the

Corporate segment’s

reported net income (loss). The net income

included in the U.S. Banking segment includes

only the portion of revenue and credit

losses attributable to TD under

the agreements.

Effective the first quarter of 2026, non-interest income

within U.S. Banking is adjusted for the Bank’s

share of losses from community-based

tax-advantaged

investments accounted for using the equity

method which are reclassified to provision for income

taxes. This allows the Bank to measure the

effective tax rate for

U.S. Banking consistently with similar institutions.

The adjustment between non-interest income

and provision for income taxes reflected in

U.S. Banking results is

reversed in the Corporate segment. Comparative

amounts have been reclassified to conform

with the presentation adopted in the first quarter

of 2026.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Prior to the sale, the Bank accounted

for its investment in Schwab using

the equity method and the share of net income

from investment in Schwab was reported in

the U.S. Banking 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

were recorded in the Corporate segment.

Beginning in the third quarter of fiscal 2025,

the U.S. Banking segment no longer includes

contributions from Schwab

and consequently discussions of the U.S. Banking

segment’s performance exclude Schwab.

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Net interest income

4,289

4,394

4,023

8,683

8,158

Non-interest income

967

1,027

968

1,994

1,982

Total revenue

5,256

5,421

4,991

10,677

10,140

Provision for (recovery of) credit losses –

impaired

465

424

428

889

887

Provision for (recovery of) credit losses –

performing

194

256

Total provision for (recovery of) credit losses

498

436

622

934

1,143

Non-interest expenses

2,088

2,147

2,052

4,235

4,138

Provision for (recovery of) income taxes

745

794

649

1,539

1,360

Net income

1,925

2,044

1,668

3,969

3,499

Selected volumes and ratios

Return on common equity

31.3

32.1

28.9

31.7

30.2

Net interest margin (including on securitized

assets)

2.85

2.83

2.82

2.84

2.82

Efficiency ratio

39.7

39.6

41.1

39.7

40.8

Number of Canadian retail branches

at period end

1,042

1,043

1,059

1,042

1,059

Average number of full-time equivalent staff

33,159

33,660

32,152

33,414

32,204

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 second quarter

2026 MD&A for additional information about these metrics.

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end to end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q2 2026 vs. Q2 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$1,925 million, an increase of $257

million, or 15%, compared with the second

quarter last year, primarily reflecting higher revenue and lower

PCL. The annualized ROE for the quarter

was 31.3%, compared with 28.9% in the

second quarter

last year.

Revenue for the quarter was $5,256 million, an

increase of $265 million, or 5%,

compared with the second quarter last year. Net interest income

was

$4,289 million, an increase of $266 million, or

7%, primarily reflecting volume growth

and higher margins. Average loan volumes

increased $32 billion, or 6%,

reflecting 5% growth in personal loans and

7% growth in business loans. Average deposit

volumes increased $12 billion, or 3%, reflecting

1% growth in personal

deposits and 5% growth in business deposits.

Net interest margin was 2.85%, an increase

of 3 basis points (bps), primarily due to higher

margins on loans and

deposits, partially offset by changes in balance

sheet mix. Non-interest income was $967

million, relatively flat compared with the second

quarter last year.

PCL for the quarter was $498 million, a decrease

of $124 million compared with the second

quarter last year. PCL – impaired was $465 million, an increase

$37 million, or 9%, largely reflecting credit

migration in the consumer lending portfolios, partially

offset by lower provisions in the commercial lending

portfolio. PCL

– performing was $33 million, a decrease of

$161 million compared with the second quarter

last year. The performing provisions this quarter were largely

driven by

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 11

the consumer lending portfolios reflecting an

update to the macroeconomic outlook.

Total PCL as an annualized percentage of credit volume was 0.33%, a

decrease of 11 bps compared with the second quarter last year.

Non-interest expenses for the quarter were $2,088

million, an increase of $36 million, or 2%,

compared with the second quarter last

year, primarily reflecting

higher employee-related expenses.

The efficiency ratio for the quarter was 39.7%, compared

with 41.1% in the second quarter last

year.

Quarterly comparison – Q2 2026 vs. Q1 2026

Canadian Personal and Commercial

Banking net income for the quarter was

$1,925 million, a decrease of $119 million, or 6%, compared

with the prior quarter,

primarily reflecting the impact of fewer days

in the second quarter and higher PCL.

The annualized ROE for the quarter

was 31.3%, compared with 32.1% in the

prior quarter.

Revenue decreased $165 million, or 3%,

compared with the prior quarter. Net interest income decreased

$105 million, or 2%, primarily reflecting fewer

days in

the second quarter. Average loan volumes increased $3 billion,

while average deposit volumes decreased

$2 billion. Net interest margin was 2.85%,

an increase

of 2 bps, primarily due to higher margins on loans

and deposits, partially offset by changes in balance

sheet mix. As we look forward to the third

quarter, based on

current rate and competitive market dynamics,

we expect net interest margin to be relatively

stable, similar to this quarter's results

Non-interest income

decreased $60 million, or 6%, compared with

the prior quarter, reflecting lower fee revenue.

PCL for the quarter was $498 million, an increase

of $62 million compared with the prior

quarter. PCL – impaired was $465 million, an increase

of $41 million, or

10%, largely reflecting higher provisions in

the commercial lending portfolio. PCL –

performing was $33 million, an increase

of $21 million compared with the prior

quarter. The performing provisions this quarter were largely

driven by the consumer lending portfolios

reflecting an update to the macroeconomic

outlook. Total

PCL as an annualized percentage of credit

volume was 0.33%, an increase of 5 bps

compared with the prior quarter.

Non-interest expenses decreased $59 million, or

3%, compared with the prior quarter, primarily reflecting

fewer days in the second quarter.

The efficiency ratio was 39.7%, compared with 39.6%

in the prior quarter

Year-to-date comparison – Q2 2026 vs. Q2 2025

Canadian Personal and Commercial

Banking net income for the six months ended

April 30, 2026, was $3,969 million, an increase

of $470 million, or 13%,

compared with the same period last year, reflecting higher

revenue and lower PCL, partially offset by higher

non-interest expenses. The annualized

ROE for the

period was 31.7%, compared with 30.2% in

the same period last year.

Revenue for the period was $10,677 million,

an increase of $537 million, or 5%, compared

with the same period last year. Net interest income was

$8,683 million, an increase of $525 million, or

6%, compared with the same period last

year, primarily reflecting volume growth and higher loan

margins. Average

loan volumes increased $32 billion, or 5%,

reflecting 5% growth in personal loans

and 6% growth in business loans. Average deposit

volumes increased

$14 billion, or 3%, reflecting 2% growth in

personal deposits and 5% growth in business

deposits. Net interest margin was 2.84%,

an increase of 2 bps, primarily

due to higher margins on loans and deposits,

partially offset by changes in balance sheet

mix. Non-interest income was $1,994

million, an increase of $12 million,

or 1%, reflecting business growth.

PCL was $934 million, a decrease of $209

million compared with the same period last

year. PCL – impaired was $889 million, an increase of

$2 million,

relatively flat compared with the same period

last year, reflecting credit migration in the consumer lending

portfolios, largely offset by lower provisions in the

commercial lending portfolio. PCL – performing

was $45 million, a decrease of $211 million compared with the same

period last year. The current year performing

provisions were largely related to credit

migration in the consumer lending portfolios

and volume growth, partially offset by the impact

of a model update in the

other personal lending portfolios. Total PCL as an annualized percentage of

credit volume was 0.31%, a decrease of

8 bps compared with the same period last

year.

Non-interest expenses were $4,235 million,

an increase of $97 million, or 2%, compared

with the same period last year, reflecting higher employee-related

expenses.

The efficiency ratio was 39.7%, compared with 40.8%

for the same period last year.

The Bank’s Q3 2026 net interest margin expectations for the segment are based on the Bank’s assumptions regarding factors such as Bank of Canada rate actions, 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 in the Bank’s

second quarter 2026 MD&A.

TD BANK GROUP • SECOND QUARTER 2026 •

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Page 12

TABLE 8: U.S. BANKING

(millions of dollars, except as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

Canadian Dollars

2026

2025

2026

2025

Net interest income – reported

3,196

3,296

3,038

6,492

6,102

Net interest income – adjusted

1,2

3,196

3,296

3,074

6,492

6,138

Non-interest income (loss) – reported

588

789

(284)

1,377

(402)

Non-interest income – adjusted

1,3,4

785

789

809

1,574

1,618

Total revenue – reported

3,784

4,085

2,754

7,869

5,700

Total revenue – adjusted

3,981

4,085

3,883

8,066

7,756

Provision for (recovery of) credit losses –

impaired

332

394

309

726

838

Provision for (recovery of) credit losses –

performing

(99)

133

(89)

Total provision for (recovery of) credit losses

342

295

442

637

893

Non-interest expenses – reported

2,476

2,468

2,338

4,944

4,718

Non-interest expenses – adjusted

1,5

2,476

2,512

2,338

4,988

4,718

Provision for (recovery of) income taxes – reported

153

282

(68)

435

(96)

Provision for (recovery of) income taxes – adjusted

1,3

203

271

214

474

417

U.S. Banking net income excluding Schwab

– reported

813

1,040

1,853

185

U.S. Banking net income excluding Schwab

– adjusted

960

1,007

889

1,967

1,728

Share of net income from investment in

Schwab

6,7

–

277

U.S. Banking net income – reported

813

1,040

120

1,853

462

U.S. Banking net income – adjusted

960

1,007

967

1,967

2,005

U.S. Dollars

Net interest income – reported

2,332

2,372

2,136

4,704

4,296

Net interest income – adjusted

1,2

2,332

2,372

2,161

4,704

4,321

Non-interest income (loss) – reported

430

569

(193)

999

(275)

Non-interest income – adjusted

1,3,4

574

569

570

1,143

1,140

Total revenue – reported

2,762

2,941

1,943

5,703

4,021

Total revenue – adjusted

2,906

2,941

2,731

5,847

5,461

Provision for (recovery of) credit losses –

impaired

243

284

216

527

587

Provision for (recovery of) credit losses –

performing

(72)

(65)

Total provision for (recovery of) credit losses

250

212

311

462

629

Non-interest expenses – reported

1,807

1,778

1,644

3,585

3,319

Non-interest expenses – adjusted

1,5

1,807

1,810

1,644

3,617

3,319

Provision for (recovery of) income taxes – reported

110

204

(47)

314

(67)

Provision for (recovery of) income taxes – adjusted

1,3

147

196

150

343

293

U.S. Banking net income excluding Schwab

– reported

595

747

1,342

140

U.S. Banking net income excluding Schwab

– adjusted

702

723

626

1,425

1,220

Share of net income from investment in

Schwab

6,7

–

196

U.S. Banking net income – reported

595

747

1,342

336

U.S. Banking net income – adjusted

702

723

680

1,425

1,416

Selected volumes and ratios

U.S. Banking return on common equity excluding

Schwab – reported

8.2

9.9

0.5

9.0

0.9

U.S. Banking return on common equity excluding

Schwab – adjusted

1,8

9.6

8.3

9.6

7.9

U.S. Banking return on common equity – reported

8.2

9.9

1.1

9.0

2.1

U.S. Banking return on common equity – adjusted

1,8

9.6

8.8

9.6

8.7

Net interest margin – reported

3.41

3.38

3.00

3.40

2.93

Net interest margin – adjusted

1,9

3.41

3.38

3.04

3.40

2.95

Efficiency ratio – reported

65.4

60.5

84.6

62.9

82.5

Efficiency ratio – adjusted

1,3

62.2

61.5

60.2

61.9

60.8

Assets under administration (billions of U.S.

dollars)

Assets under management (billions of U.S.

dollars)

Number of U.S. banking stores

1,048

1,049

1,137

1,048

1,137

Average number of full-time equivalent staff

30,326

29,877

28,604

30,098

28,437

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, and the

Glossary in the Bank’s second quarter 2026 MD&A.

Adjusted net interest income excludes the following item of note:

Balance sheet restructuring (impact of loan hedge rebalancing before the close of the correspondent loan sale) – Q2 2025: $36 million or US$25 million ($26 million or US$19 million after tax),

2025 YTD: $36 million or US$25 million ($26 million or US$19 million after tax).

Effective the first quarter of 2026, non-interest income within U.S. Banking is adjusted for the Bank’s share of losses from community-based tax-advantaged investments accounted for using the equity

method which are reclassified to provision for income taxes. The adjustment between non-interest income and provision for income taxes reflected in U.S. Banking results is reversed in the Corporate

segment. The adjustment for the quarter was $179 million (US$131 million), compared with $184 million (US$132 million) in the prior quarter, and $161 million (US$113 million) in the second quarter last

year, 2026 YTD: $363 million (US$263 million); 2025 YTD: $325 million (US$229 million). Comparative amounts have been reclassified to conform with the presentation adopted in the first quarter of

2026.

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

Balance sheet restructuring – Q2 2025: $1,093 million or US$763 million ($821 million or US$572 million after tax), 2025 YTD: $2,020 million or US$1,415 million ($1,517 million or US$1,061 million

after tax).

ii.

Charge reflecting a change in the partnership share in the U.S. strategic cards portfolio, resulting in an adjustment to the corresponding program receivable – Q2 2026: $197 million or

US$144 million ($147 million or US$107 million after tax), 2026 YTD: $197 million or US$144 million ($147 million or US$107 million after tax).

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

FDIC special assessment – Q1 2026: ($44) million or US($32) million (($33) million or US($24) million after tax), 2026 YTD: ($44) million or US($32) million (($33) million or US($24) million after

tax).

The Bank’s share of Schwab’s earnings was reported with a one-month lag. Refer to Note 7 of the Bank’s second quarter 2026 Interim Consolidated Financial Statements for further details.

The after-tax amount for amortization of acquired intangibles was 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. Banking 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.

For additional information about this metric, refer to the Glossary in the Bank’s second quarter 2026 MD&A.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 13

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Discussions of the U.S. Banking segment's

performance exclude Schwab.

Refer to the "Significant Events" section of

the Bank's 2025 Annual Report for

further details.

During the second quarter of fiscal 2026,

the Bank completed the conversion of its Nordstrom

credit card portfolio onto the Bank’s servicing

platform and received

a greater share of revenue and credit losses.

The Bank incurred a charge of $197 million (US$144

million) pre-tax, reflecting an adjustment of

amounts which will

no longer be recovered from Nordstrom for

expected credit losses ("receivable adjustment").

Quarterly comparison – Q2 2026 vs. Q2 2025

U.S. Banking reported net income was $813 million

(US$595

million), an increase of $771

million (US$560

million), compared with the second quarter

last year,

reflecting the impact of U.S. balance

sheet restructuring activities and lower PCL,

partially offset by the receivable adjustment

in the U.S. strategic cards portfolio,

higher governance and control investments,

including costs for U.S. BSA/AML

remediation in the current quarter, and higher

spend supporting business growth

initiatives. U.S. Banking adjusted net income

was $960

million (US$702 million), an increase of

$71 million (US$76

million), or 8% (12% in U.S. dollars), compared

with the second quarter last year, reflecting

lower PCL and the impact of

U.S. balance sheet restructuring activities, partially

offset by higher governance and

control investments, including costs for U.S.

BSA/AML remediation in

the current quarter, and higher spend supporting

business growth initiatives. The reported

and adjusted annualized ROE for the quarter

were 8.2% and 9.6%, respectively, compared

with 0.5% and 8.3%, respectively, in

the second quarter last year.

Reported revenue for the quarter was US$2,762

million, an increase of US$819 million,

or 42%, compared with the second

quarter last year. Adjusted

revenue

for the quarter was US$2,906

million, an increase of US$175

million, or 6%, compared with the second

quarter last year. Reported and adjusted

net interest

income of US$2,332 million, increased US$196

million, or 9%, on a reported basis,

and increased US$171 million, or 8%, on

an adjusted basis, largely reflecting

higher product margins and the adjustment related

to certain deferred product acquisition

costs (the "deferred cost adjustment") in the

second quarter last year.

Reported and adjusted net interest margin

of 3.41%, increased 41 bps on a reported

basis, and increased 37 bps on an adjusted

basis,

due to higher loan and

deposit margins, the impact of U.S. balance

sheet restructuring activities, and the

normalization of elevated liquidity levels (which

positively impacted net interest

margin by 8 bps). Reported non-interest income

was US$430

million, an increase of US$623

million, compared with the second quarter

last year, reflecting the

impact of U.S. balance sheet restructuring

activities in the second quarter last year, partially

offset by the receivable adjustment in the U.S.

strategic cards portfolio.

On an adjusted basis, non-interest income

was US$574

million, an increase of US$4

million, or 1%, compared with the

second quarter last year.

Average loan volumes decreased US$13

billion, or 7%, compared with the second

quarter last year. Personal loans decreased

4% and business loans

decreased 10%, reflecting U.S. balance

sheet restructuring activities. Excluding the impact

of the loan portfolios identified for sale or

run-off under our U.S.

balance sheet restructuring program, core

average loan volumes increased US$4

billion, or 3%

. Average deposit volumes decreased

US$17 billion, or 5%,

reflecting a 14% decrease in sweep deposits,

a 2% decrease in personal deposits, and

a 2% decrease in business deposits.

Assets under administration (AUA) were US$46

billion as at April 30, 2026,

an increase of US$1 billion, or 2%, compared

with the second quarter last year, and

assets under management (AUM) were US$11

billion as of April 30, 2026,

an increase of US$2 billion, or 22%, compared

with the second quarter last year, both

reflecting net asset growth and market appreciation.

PCL for the quarter was US$250

million, a decrease of US$61 million

compared with the second quarter last

year. PCL – impaired was US$243

million, an

increase of US$27 million, or 13%, largely

reflecting credit migration in the consumer

lending portfolios. PCL – performing

was a build of US$7 million, a decrease

of US$88 million compared with the second quarter

last year. The performing provisions

this quarter were recorded in both the consumer

and commercial lending

portfolios, partially offset by lower volume.

U.S. Banking PCL including

only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as an annualized

percentage of credit volume was 0.60%, a

decrease of 9 bps compared with the

second quarter last year.

Non-interest expenses for the quarter were US$1,807

million, an increase of US$163 million,

or 10%, compared to the second quarter last

year, reflecting higher

governance and control investments including

costs of US$173 million for U.S. BSA/AML

remediation, higher spend supporting business

growth initiatives, and

higher employee-related expenses.

The reported and adjusted efficiency ratios

for the quarter were 65.4% and 62.2%, respectively,

compared with 84.6% and 60.2%, respectively,

in the second

quarter last year.

Quarterly comparison – Q2 2026 vs. Q1 2026

U.S. Banking reported net income was $813 million

(US$595

million), a decrease of $227 million (US$152

million), or 22% (20% in U.S. dollars),

compared with

the prior quarter, primarily reflecting the receivable

adjustment in the U.S. strategic cards portfolio,

higher PCL, the impact of fewer days

in the second quarter, and

the expense recovery of the FDIC special assessment

charge in the prior quarter. U.S. Banking adjusted

net income was $960 million (US$702 million),

decrease of $47 million (US$21

million), or 5% (3% in U.S. dollars), compared

to the prior quarter, primarily reflecting

higher PCL and the impact

of fewer days in

the second quarter. The reported and

adjusted annualized ROE for the quarter were

8.2% and 9.6%, respectively, compared with

9.9% and 9.6%, respectively, in

the prior quarter.

Reported revenue for the quarter was US$2,762

million, a decrease of US$179

million, or 6%, compared with the

prior quarter. Adjusted

revenue for the quarter

was US$2,906

million, a decrease of US$35 million,

or 1%, compared with the prior quarter.

Reported and adjusted net interest income

of US$2,332 million,

decreased US$40 million, or 2%, largely reflecting

fewer days in the second quarter.

Net interest margin of 3.41%, increased

3 bps, due to higher loan and deposit

margins. Net interest margin is expected

to modestly increase in the third quarter of

fiscal 2026

Reported non-interest income was US$430

million, a decrease of

US$139 million, or 24%, compared with the

prior quarter, reflecting the receivable

adjustment in the U.S. strategic cards portfolio.

On an adjusted basis, non-

interest income was US$574

million, an increase of US$5 million, or

1%, compared with the prior quarter.

Average loan volumes decreased US$2

billion, or 1%, compared with the prior

quarter, reflecting a 1% decrease in personal

loans and a 1% decrease in

business loans. Excluding the impact of the

loan portfolios identified for sale or run-off

under our U.S. balance sheet restructuring

program, core average loan

volumes were flat

. Average deposit volumes

decreased US$4 billion, or 1%, compared

with the prior quarter, reflecting a 3%

decrease in sweep deposits and a

3% decrease in business deposits, partially offset

by a 1% increase in personal deposits,

compared to the prior quarter.

AUA were US$46 billion as

at April 30, 2026, a decrease

of US$1 billion, or 2%, compared with

the prior quarter, reflecting a decrease in net assets,

and AUM

were US$11 billion as at April

30, 2026, flat compared with the prior

quarter.

PCL for the quarter was US$250

million, an increase of US$38 million

compared with the prior quarter. PCL

– impaired was US$243 million, a decrease

US$41 million, or 14%, reflecting lower provisions

in both the commercial and consumer

lending portfolios. PCL – performing was

a build of US$7 million,

compared with a recovery of US$72 million

in the prior quarter. The performing

provisions this quarter were recorded in

both the consumer and commercial lending

Loan portfolios identified for sale or run-off include the Point-of-Sale finance business which services third party retailers, correspondent lending, export and import lending, commercial auto dealer

portfolio, and other non-core portfolios. Q2 2026 average loan volumes: US$173 billion (Q1 2026: US$175 billion; 2026 YTD: US$174 billion; Q2 2025: US$187 billion; 2025 YTD: US$190 billion).

Q2 2026 average loan volumes of loan portfolios identified for sale or run-off: US$9 billion (Q1 2026: US$11 billion; 2026 YTD: US$10 billion; Q2 2025: US$27 billion; 2025 YTD: US$30 billion). Q2 2026

average loan volumes excluding loan portfolios identified for sale or run-off: US$164 billion (Q1 2026: US$164 billion; 2026 YTD: US$164 billion; Q2 2025: US$160 billion; 2025 YTD: US$160 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.

The Bank’s Q3 2026 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 in the

Bank’s second quarter 2026 MD&A.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 14

portfolios, partially offset by lower volume.

U.S. Banking PCL including

only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as an annualized

percentage of credit volume was 0.60%, an

increase of 11 bps compared with

the prior quarter.

Reported and adjusted non-interest expenses

for the quarter were US$1,807 million,

an increase of US$29 million, or 2%, on a

reported basis, compared with

the prior quarter, reflecting the expense recovery

of the FDIC special assessment charge

in the prior quarter. On an adjusted basis,

non-interest expenses were

relatively flat compared with the prior quarter.

The reported and adjusted efficiency ratios

for the quarter were 65.4% and 62.2%, respectively,

compared with 60.5% and 61.5%, respectively,

in the prior

quarter.

Year-to-date comparison – Q2 2026 vs. Q2 2025

U.S. Banking reported net income for the six

months ended April 30, 2026, was $1,853

million (US$1,342

million), an increase of $1,668

million

(US$1,202

million), compared with the same period last

year, reflecting the impact of U.S. balance sheet restructuring

activities, lower PCL, and the expense

recovery of the FDIC special assessment

charge, partially offset by higher governance

and control investments, including

costs for U.S. BSA/AML remediation,

and the receivable adjustment in the U.S.

strategic cards portfolio.

U.S. Banking adjusted net income

was $1,967

million (US$1,425

million), an increase of

$239 million (US$205

million), or 14% (17% in U.S. dollars), reflecting

the impact of U.S. balance sheet restructuring

activities and lower PCL, partially offset by

higher governance and control investments,

including costs for U.S. BSA/AML

remediation.

The reported and adjusted annualized ROE

for the period were 9.0%

and 9.6%, respectively, compared with 0.9% and 7.9%, respectively, in the same period

last year.

Reported revenue for the period was US$5,703

million, an increase of US$1,682

million, or 42%, compared with the same period

last year. On an adjusted

basis, revenue for the period was US$5,847

million, an increase of US$386 million, or 7%,

compared with the same period last

year. Reported and adjusted net

interest income of US$4,704 million, increased

US$408 million, or 9%, on a reported

basis, and increased US$383 million, or

9%, on an adjusted basis, reflecting

higher product margins,

the impact of U.S. balance sheet restructuring

activities,

and the deferred cost adjustment in the

prior year. Reported and adjusted net

interest margin of 3.40%, increased 47bps

on a reported basis,

and increased 45bps on an adjusted basis,

due to higher deposit and loan margins

and U.S.

balance sheet restructuring activities. Reported

non-interest income of US$999 million,

increased US$1,274 million, primarily reflecting

the impact of U.S. balance

sheet restructuring activities in the prior

year, partially offset by the receivable adjustment in the U.S. strategic

cards portfolio.

On an adjusted basis, non-interest

income of US$1,143 million, increased

US$3 million, compared with the same period

last year.

Average loan volumes for the period decreased

US$15 billion, or 8%, compared with the

same period last year, reflecting a 11% decrease in business loans and

a 6% decrease 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 for the period increased

US$4 billion, or 2%, compared with the

same period last year

. Average deposit volumes decreased

US$15 billion, or 5%, reflecting a 13% decrease

in sweep deposits, a 2% decrease in personal

deposits, and a 1% decrease in business

deposits, compared with

the same period last year.

PCL was US$462 million, a decrease of

US$167 million compared with the same period

last year. PCL – impaired was US$527 million, a decrease

US$60 million, or 10%, largely reflecting

lower provisions in both the commercial

and consumer lending portfolios. PCL

– performing was a recovery of

US$65 million, compared to a build of US$42

million in the same period last year. The current year performing

recovery reflects an update to the macroeconomic

outlook, migration from performing to impaired

in the commercial lending portfolio, and lower

volume. 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 0.54%,

a decrease of 14 bps, compared with

the same period last year.

Reported non-interest expenses for the period

were US$3,585 million, an increase of US$266

million, or 8%, compared with the same period

last year, reflecting

higher governance and control investments,

including costs for U.S. BSA/AML

remediation, higher employee-related expenses,

and spend supporting business

growth initiatives, partially offset by the expense recovery

of the FDIC special assessment charge.

On an adjusted basis, non-interest expenses

for the period were

US$3,617 million, increased US$298 million,

or 9%, reflecting higher governance and

control investments, including costs for U.S.

BSA/AML remediation, higher

employee-related expenses,

and spend supporting business growth initiatives.

The reported and adjusted efficiency ratios for

the period were 62.9% and 61.9%, respectively, compared

with 82.5% and 60.8%, respectively, for the same

period last year.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 15

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Net interest income

423

406

362

829

731

Non-interest income

3,355

3,500

3,141

6,855

6,370

Total revenue

3,778

3,906

3,503

7,684

7,101

Insurance service expenses

1,398

1,622

1,417

3,020

2,924

Non-interest expenses

1,249

1,258

1,131

2,507

2,304

Provision for (recovery of) income taxes

294

269

248

563

486

Net income

837

757

707

1,594

1,387

Selected volumes and ratios

Return on common equity

51.2

45.3

46.8

48.2

44.7

Return on common equity – Wealth Management

65.0

66.3

57.8

65.7

59.9

Return on common equity – Insurance

35.9

22.7

33.5

29.2

27.3

Efficiency ratio

33.1

32.2

32.3

32.6

32.4

Efficiency ratio, net of ISE

52.5

55.1

54.2

53.8

55.2

Assets under administration (billions of Canadian

dollars)

797

771

654

797

654

Assets under management (billions of Canadian

dollars)

643

610

542

643

542

Average number of full-time equivalent staff

16,023

15,872

15,190

15,946

15,183

Includes estimated losses related to catastrophe claims – Q2 2026: nil. Q1 2026: $7 million, Q2 2025: $50 million,

2026 YTD: $7 million, 2025 YTD: $50 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

– Q2 2026: $2,380 million, Q1 2026: $2,284 million,

Q2 2025: $2,086 million, 2026 YTD: $4,664 million, 2025 YTD: $4,177 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 of this document and the Glossary in the Bank’s second

quarter 2026 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 – Q2 2026 vs. Q2 2025

Wealth Management and Insurance net income

for the quarter was $837 million, an increase

of $130 million, or 18%, compared

with the second quarter last year,

reflecting Wealth Management net income of

$558 million, an increase of $78 million,

or 16%, compared with the second quarter

last year, and Insurance net

income of $279 million, an increase of $52

million, or 23%, compared with the second

quarter last year. The annualized ROE for the quarter was 51.2%,

compared

with 46.8% in the second quarter last year. Wealth Management

annualized ROE for the quarter was 65.0%,

compared with 57.8% in the second quarter last

year,

and Insurance annualized ROE for the quarter

was 35.9% compared with 33.5% in the

second quarter last year.

Revenue for the quarter was $3,778 million, an

increase of $275 million, or 8%,

compared with the second quarter last year. Non-interest income

was

$3,355 million, an increase of $214 million, or

7%, reflecting higher fee-based revenues

from asset growth and higher earned premiums.

Net interest income was

$423 million, an increase of $61 million, or 17%,

compared with the second quarter last

year, reflecting higher deposit volumes.

AUA were $797 billion as at April 30, 2026, an

increase of $143 billion, or 22%, and AUM

were $643 billion as at April 30, 2026, an increase

of $101 billion, or

19%, compared with the second quarter last

year, both reflecting market appreciation and net asset

growth.

Insurance service expenses for the quarter

were $1,398 million, relatively flat compared

with the second quarter last year.

Non-interest expenses for the quarter were $1,249

million, an increase of $118 million, or 10%, compared with the

second quarter last year, reflecting higher

variable compensation commensurate

with higher revenue, increased employee-related

expenses and technology investments.

The efficiency ratio for the quarter was 33.1%,

compared with 32.3% in the second quarter

last year. The efficiency ratio, net of ISE for the quarter was 52.5%,

compared with 54.2% in the second quarter

last year.

Quarterly comparison – Q2 2026 vs. Q1 2026

Wealth Management and Insurance net income

for the quarter was $837 million, an increase

of $80 million, or 11%, compared with the prior quarter, reflecting

Wealth Management net income of $558 million,

a decrease of $16 million, or 3%, compared

with the prior quarter, and Insurance net income of $279 million,

increase of $96 million, or 52%, compared

with the prior quarter. The annualized ROE for the quarter

was 51.2%, compared with 45.3% in the prior quarter. Wealth

Management annualized ROE for the quarter

was 65.0%, relatively flat to the prior quarter, and Insurance

annualized ROE for the quarter was 35.9%,

compared

with 22.7% in the prior quarter.

Revenue decreased $128 million, or 3%,

compared with the prior quarter. Non-interest income decreased

$145 million, or 4%, mainly reflecting

the impact of

fewer days in the second quarter. Net interest income increased

$17 million, or 4%, reflecting higher deposit

volumes.

AUA increased $26 billion, or 3%, and AUM

increased $33 billion, or 5%, compared

with the prior quarter, both reflecting market appreciation.

Insurance service expenses decreased $224

million, or 14%, compared with the prior quarter, mainly driven

by lower claims frequency as well as reserve

releases related to prior years.

Non-interest expenses were relatively flat

compared with the prior quarter.

The efficiency ratio for the quarter was 33.1%,

compared with 32.2% in the prior quarter. The efficiency ratio,

net of ISE, for the quarter was 52.5%, compared

with 55.1% in the prior quarter.

Year-to-date comparison – Q2 2026 vs. Q2 2025

Wealth Management and Insurance net income

for the six months ended April 30, 2026, was

$1,594 million, an increase of $207 million,

or 15%, compared with

the same period last year, reflecting Wealth Management net income

of $1,132 million, an increase of $140

million, or 14%, compared with the same period

last

year, and Insurance net income of $462 million, an increase

of $67 million, or 17%, compared with

the same period last year. The annualized ROE for the period

was 48.2%, compared with 44.7% in the

same period last year. Wealth Management annualized ROE

for the period was 65.7%, compared

with 59.9% in the same

period last year, and Insurance annualized ROE for the period

was 29.2%, compared with 27.3% in the

same period last year.

Revenue for the period was $7,684 million,

an increase of $583 million, or 8%,

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

increased

$485 million, or 8%, reflecting higher fee-based

revenue from asset growth, insurance

earned premiums, and transaction revenue.

Net interest income increased

$98 million, or 13%, primarily reflecting higher

deposit volumes.

Insurance service expenses were $3,020

million, an increase of $96 million, or 3%,

compared with the same period last year, primarily due to

business growth

and increased claims severity, partially offset by lower losses from

catastrophe claims.

Non-interest expenses were $2,507 million,

an increase of $203 million, or 9%,

compared with the same period last year, reflecting higher variable

compensation

commensurate with higher revenue, increased

employee-related expenses and technology

investments.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 16

The efficiency ratio for the period was 32.6%, compared

with 32.4% for the same period last

year. The efficiency ratio, net of ISE, for the period was 53.8%,

compared with 55.2% in the same period last

year.

TABLE 10: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Net interest income (loss) (TEB)

276

(75)

201

(62)

Non-interest income

2,117

2,545

2,084

4,662

4,191

Total revenue

2,393

2,470

2,129

4,863

4,129

Provision for (recovery of) credit losses –

impaired

216

296

Provision for (recovery of) credit losses –

performing

(2)

(44)

(46)

101

Total provision for (recovery of) credit losses

172

123

250

195

Non-interest expenses – reported

1,509

1,563

1,461

3,072

2,996

Non-interest expenses – adjusted

1,2

1,509

1,563

1,427

3,072

2,910

Provision for (recovery of) income taxes

(TEB) – reported

194

174

126

368

220

Provision for (recovery of) income taxes

(TEB) – adjusted

194

174

134

368

239

Net income – reported

612

561

419

1,173

718

Net income – adjusted

612

561

445

1,173

785

Selected volumes and ratios

Trading-related revenue (TEB)

1,3

868

1,146

856

2,014

1,760

Average gross lending portfolio (billions of Canadian

dollars)

100.0

93.9

103.1

97.0

102.0

Return on common equity – reported

14.5

12.6

10.2

13.5

8.8

Return on common equity – adjusted

1,5

14.5

12.6

10.9

13.5

9.6

Efficiency ratio – reported

63.1

63.3

68.6

63.2

72.6

Efficiency ratio – adjusted

63.1

63.3

67.0

63.2

70.5

Average number of full-time equivalent staff

7,226

7,334

6,970

7,281

6,944

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 and the Glossary in the Bank’s second quarter 2026 MD&A.

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

– Q2 2025: $34 million ($26 million after tax), 2025 YTD: $86 million

($67 million after tax).

Includes net interest income (loss) TEB of ($121) million, (Q1 2026: ($455) million, Q2 2025: ($272) million, 2026

YTD: ($576) million; 2025 YTD: ($676) million), and trading income (loss)

of $989 million (Q1 2026: $1,601 million,

Q2 2025: $1,128 million, 2026 YTD: $2,590 million, 2025 YTD: $2,436 million). Trading

-related revenue (TEB) is a non-GAAP financial measure.

Includes gross loans 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 – Q2 2026 vs. Q2 2025

Wholesale Banking reported and adjusted net

income for the quarter was $612 million. Reported

net income for the quarter increased $193

million, or 46%,

compared with the second quarter last

year, primarily reflecting higher revenues and lower PCL,

partially offset by higher non-interest expenses.

On an adjusted

basis, net income increased $167 million, or 38%,

compared with the second quarter last

year.

Revenue for the quarter was $2,393 million, an

increase of $264 million, or 12%,

compared with the second quarter last year. Higher revenue

primarily reflects

higher lending and financing revenue, advisory

fees and equity commissions.

PCL for the quarter was $78 million, a decrease

of $45 million compared with the second

quarter last year. PCL – impaired was $80 million, an increase

$19 million compared with the prior year, reflecting a small number

of impairments across various industries.

PCL – performing was a recovery of $2

million,

compared to a build of $62 million in the prior

year. The performing recovery this quarter reflects migration

of reserves from performing to impaired,

partially offset

by an update to the macroeconomic outlook.

Reported and adjusted non-interest expenses

for the quarter were $1,509 million. Reported

non-interest expenses increased $48

million, or 3%, compared with

the second quarter last year, primarily reflecting higher variable

compensation and operating costs, including

front office and technology, partially offset by the

cessation of acquisition and integration-related

costs. On an adjusted basis, non-interest expenses

increased $82 million, or 6%.

Quarterly comparison – Q2 2026 vs. Q1 2026

Wholesale Banking reported and adjusted net

income for the quarter was $612 million. Reported

and adjusted net income increased $51

million, or 9%, compared

with the prior quarter, primarily reflecting lower PCL and non-interest

expenses, partially offset by lower revenues.

Revenue for the quarter decreased $77 million,

or 3%, compared with the prior quarter. Lower revenue

primarily reflects lower trading-related

revenue, partially

offset by higher underwriting fees, lending and

financing revenue and the net change in

fair value of loan underwriting commitments.

PCL for the quarter was $78 million, a decrease

of $94 million compared with the prior quarter. PCL – impaired

was $80 million, a decrease of $136 million, due

to higher impairments in the prior period.

PCL – performing was a recovery of $2

million, compared with a recovery of $44

million in the prior quarter. The

performing recovery this quarter reflects

migration of reserves from performing to impaired,

partially offset by an update to the macroeconomic

outlook.

Reported and adjusted non-interest expenses

for the quarter decreased $54 million, or 3%,

compared with the prior quarter, primarily reflecting lower

operating

costs, including front office and technology and

variable compensation.

Year-to-date comparison – Q2 2026 vs. Q2 2025

Wholesale Banking reported and adjusted net

income for the six months ended April 30, 2026

was $1,173 million. Reported net income

for the quarter increased

$455 million, or 63%, compared with the same

period last year, reflecting higher revenues, partially offset by

higher non-interest expenses and PCL.

On an

adjusted basis, net income increased $388 million,

or 49%.

Revenue was $4,863 million, an increase of

$734 million, or 18%, compared with the

same period last year. Higher revenue primarily reflects higher

lending and

financing revenue, trading-related revenue,

and advisory fees.

PCL was $250 million, an increase of $55

million compared with the same period last

year. PCL – impaired was $296 million, an increase of

$202 million,

reflecting a small number of impairments

across various industries. PCL – performing

was a recovery of $46 million, compared to

a build of $101 million in the

same period last year. The current year performing recovery

was driven by migration from performing to impaired,

partially offset by an update to the

macroeconomic outlook.

Reported and adjusted non-interest expenses

were $3,072 million. Reported non-interest

expenses increased $76 million, or 3%,

compared with the same

period last year, primarily reflecting higher operating costs,

including front office and technology, variable compensation, and spend

supporting business growth,

partially offset by the cessation of acquisition and integration-related

costs. On an adjusted basis, non-interest

expenses increased $162 million, or 6%.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 17

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

2026

2025

2026

2025

Net income (loss) – reported

(359)

8,215

(295)

7,856

Adjustments for items of note

Amortization of acquired intangibles

104

Restructuring charges

–

200

163

200

163

Impact from the terminated FHN acquisition-related

capital hedging strategy

101

Gain on sale of Schwab shares

–

(8,975)

–

(8,975)

Less: impact of income taxes

Gain on sale of Schwab shares

288

–

(407)

288

(407)

Other items of note

Net income (loss) – adjusted

(166)

(153)

(161)

(319)

(427)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

(543)

(515)

(431)

(1,058)

(801)

Other

377

362

270

739

374

Net income (loss) – adjusted

(166)

(153)

(161)

(319)

(427)

Selected volumes

Average number of full-time equivalent staff

18,111

18,098

18,356

18,104

18,073

The current quarter income tax impact includes an adjustment to the Bank's estimate of taxes owed on the gain from its disposition

of Schwab shares in the prior year. Refer to "Income

Taxes" in the "Financial Results Overview"

section in the Bank's second quarter 2026 MD&A for further details.

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, and the Glossary in the Bank’s second quarter 2026 MD&A.

For additional information about this metric, refer to the Glossary in the Bank’s second quarter 2026

MD&A.

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end-to-end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q2 2026 vs. Q2 2025

Corporate segment’s reported net income for the quarter

was $64 million, compared with $8,215

million in the second quarter last year. The lower net income

primarily reflects the gain on sale of Schwab

shares in the prior year. Net corporate expenses increased

$112 million compared with the second quarter last year,

primarily reflecting continued investments

in governance and controls. The adjusted

net loss for the quarter was $166 million,

compared with $161 million in the

prior year.

Quarterly comparison – Q2 2026 vs. Q1 2026

Corporate segment’s reported net income for the quarter

was $64 million, compared with a reported

net loss of $359 million in the prior quarter. The quarter-over-

quarter change primarily reflects the

current quarter impact of a tax benefit related

to the prior year's gain on sale of Schwab

shares and restructuring charges in

the prior quarter. The adjusted net loss for the quarter

was $166 million, compared with $153

million in the prior quarter.

Year-to-date comparison – Q2 2026 vs. Q2 2025

Corporate segment’s reported net loss for the six

months ended April 30, 2026 was $295 million,

compared with a reported net income of $7,856

million in the

same period last year. The year-over-year change primarily reflects

the gain on sale of Schwab shares in the

prior year. Net corporate expenses increased

$257 million compared to the same period

last year, primarily reflecting continued investments in governance

and controls. The adjusted net loss for the

six

months ended April 30, 2026 was $319 million,

compared with $427 million in the same

period last year.

TD BANK GROUP • SECOND QUARTER 2026 •

EARNINGS NEWS RELEASE

Page 18

SHAREHOLDER AND INVESTOR INFORMATION

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questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

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and quarterly reports

Co-Transfer Agent and Registrar:

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P.O. Box 43006

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Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

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For all other shareholder inquiries, please

contact TD Shareholder Relations at

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note that by leaving us an e-mail or voicemail

message, you are providing your

consent for us to forward your inquiry

to the appropriate party for response.

General Information

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days a week: 1-866-567-8888

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Access to Quarterly Results Materials

Interested investors, the media and others

may view the second 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 May 28, 2026.

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 second 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

May 28, 2026, in advance of the call.

A listen-only telephone line

is available at 416-855-9085 or 1-800-990-2777

(toll free), passcode 62095#.

The audio webcast and presentations will be

archived at

www.td.com/investor

. Replay of the teleconference will be available

until 11:59 p.m. ET on June 11, 2026,

by calling 289-819-1325 or 1-888-660-6264 (toll

free). The passcode is 62095#.

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 28.1 million clients 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. Banking,

including 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

Cowen.

TD also ranks among North

America’s leading digital banks,

with more than 13 million active mobile

users in Canada and the U.S.

TD had $2.1 trillion in

assets on April 30,

2026. 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,

Senior Vice President, Investor Relations,

416-307-8647, Brooke.Hales@td.com

Gabrielle Sukman,

Senior Manager, Corporate and Public

Affairs,

416-983-1854, Gabrielle.Sukman@td.com