TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 1
TD Bank Group Reports Third Quarter 2025 Results
Report to Shareholders
Three and nine months ended July 31, 2025
The financial information in this document is reported in Canadian dollars and is based on the Bank’s unaudited Interim Consolidated Financial Statements
prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), unless
otherwise noted. Certain comparative amounts have been revised to conform with the presentation adopted in the current period.
Reported results conform with generally accepted accounting principles (GAAP), in accordance with IFRS. Adjusted results are non-GAAP financial measures.
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Significant Events”, “Non-GAAP and Other Financial Measures” in the
“How We Performed”, or “How Our Businesses Performed” sections of this document.
THIRD QUARTER FINANCIAL HIGHLIGHTS, compared with the third quarter last year:
●
Reported diluted earnings (loss) per share were $1.89, compared with $(0.14).
●
Adjusted diluted earnings per share were $2.20, compared with $2.05.
●
Reported net income (loss) was $3,336 million, compared with $(181) million.
●
Adjusted net income was $3,871 million, compared with $3,646 million.
YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July 31, 2025, compared with the corresponding period last year:
●
●
●
●
THIRD QUARTER ADJUSTMENTS (ITEMS OF NOTE)
The third 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 $64 million ($56 million after tax or
3 cents per share) in the third quarter last year.
●
Acquisition and integration charges related to the Cowen acquisition of $32 million ($25 million after tax or 1 cent per share), compared with
$78 million ($60 million after tax or 3 cents per share) in the third quarter last year.
●
Impact from the terminated First Horizon Corporation (FHN) acquisition-related capital hedging strategy of $55 million ($41 million after tax or
2 cents per share), compared with $62 million ($46 million after tax or 3 cents per share) in the third quarter last year.
●
U.S. balance sheet restructuring of $262 million ($196 million after tax or 13 cents per share).
●
Restructuring charges of $333 million ($248 million after tax or 14 cents per share), compared with $110 million ($81 million after tax or 5 cents per
share) under a previous program in the third quarter last year.
TORONTO
, August 28, 2025 – TD Bank Group (“TD” or the “Bank”) today announced its financial results for the third quarter ended July 31, 2025. Reported earnings were
$3.3 billion, compared with a loss of $181 million in the third quarter last year, and adjusted earnings were $3.9 billion, up 6%.
“Our teams delivered another quarter of strong performance, driven by robust client activity and disciplined execution, underscoring the strength of our diversified business
model,” said Raymond Chun, Group President and Chief Executive Officer, TD Bank Group. “We are well positioned to build on this momentum as we compete, grow and
build our bank for the future.”
Canadian Personal and Commercial Banking delivered a strong quarter with record revenue, earnings, deposit and loan volumes
Canadian Personal and Commercial Banking net income was a record $1,953 million, an increase of 4% year-over-year, reflecting higher revenue, partially offset by higher
non-interest expenses and provisions for credit losses (PCL). Revenue was a record $5,241 million, an increase of 5%, primarily reflecting loan and deposit volume growth.
Canadian Personal Banking achieved record year-to -date digital sales in personal chequing, savings and cards combined. This milestone underscores the compelling
convenience of TD's digital offerings. This quarter, Business Banking reported strong loan growth from commercial lending, and record retail originations in TD Auto Finance,
along with continued strong customer acquisition in Small Business Banking. In addition, TD announced a strategic relationship with Fiserv, a leading global provider of
payments and financial services technology, which will elevate the client experience within the TD Merchant Solutions offering.
U.S. Retail sustained business momentum and made significant progress on balance sheet restructuring
Excluding contributions of $178 million in the third quarter last year from the Bank's investment in The Charles Schwab Corporation, which was sold on February 12, 2025,
U.S. Retail reported net income was $760 million (US$554 million), an increase of $3,337 million (US$2,433 million) year-over-year. This primarily reflects the impact of the
charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program in the third quarter last year and higher revenue in the current quarter. This was
partially offset by the impact of U.S. balance sheet restructuring activities and higher governance and control investments, including costs for U.S. BSA/AML remediation in
the current quarter. On an adjusted basis, net income was $956 million (US$695 million), down 18% (18% in U.S. dollars) compared with the third quarter last year, reflecting
higher governance and control investments, including costs for U.S. BSA/AML remediation, partially offset by higher revenue.
This quarter, U.S. Retail sustained its momentum with growth in core lending portfolios and in U.S. Wealth assets year-over-year
balance sheet restructuring, completing its bond repositioning program and achieving its target 10% asset reduction. In addition, TD Bank N.A. (TDBNA) earned an
‘Outstanding’ rating on the Community Reinvestment Act (CRA) performance evaluations from the Office of the Comptroller of the Currency, maintaining its ‘Outstanding’
ratings in its CRA performance evaluations for TDBNA and TD Bank USA since 2014.
Wealth Management and Insurance delivered strong underlying business performance
1
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 2
Wealth Management and Insurance net income was $703 million, an increase of 63% year-over-year, driven by record assets and record earnings in Wealth Management,
strong insurance premiums growth and lower estimated losses from catastrophe claims. This quarter’s revenue growth marks the sixth consecutive quarter of double-digit
growth led by higher insurance premiums, fee-based revenue, and transaction revenue.
This quarter, TD Asset Management reinforced its leading position as Canada's #1 institutional asset manager with $2.5 billion of new mandate wins secured globally and
domestically. TD Private Wealth Management announced that it will be the first bank-owned wealth manager to combine its Investment Counsel and Investment Advisory
businesses into a unified discretionary management offering for high-net-worth clients, pending regulatory approval. TD Insurance advanced its digital transformation, with
more than 75% of clients digitally engaged and a mobile app that was recently rated as Canada's Top -Rated Home and Auto Insurance App by Apple and Google
addition, TD Insurance maintained its leadership position in the General Insurance market, with #1 brand awareness for Home and Auto Insurance
Wholesale Banking delivered a strong quarter driven by revenue growth
Wholesale Banking reported net income for the quarter was $398 million, an increase of 26% year-over-year, primarily reflecting higher revenue and lower PCL, partially offset
by higher non-interest expenses and income taxes. On an adjusted basis, net income was $423 million, an increase of 12% year-over-year. Revenue for the quarter was
$2,063 million, an increase of 15% year-over-year, primarily reflecting broad-based growth across Global Markets and Corporate and Investment Banking.
This quarter TD Securities was awarded Canada's Best Bank for Debt Capital Markets by EuroMoney Awards for Excellence
generative AI-powered assistant, designed to query and synthesize proprietary research in seconds, enhancing the speed of interactions with clients.
Board Appointments
As previously announced by the Bank in April 2025 in connection with the election of directors, Frank Pearn joined the Board of Directors effective August 27, 2025. In
addition, as previously announced in July 2025, John B. MacIntyre will step into the role of Chair of the Board of Directors on September 1, 2025.
Capital
TD’s Common Equity Tier 1 Capital ratio was 14.8%.
Conclusion
“We are confident in the strength of our business model and the discipline of our teams to navigate shifting economic conditions while delivering for our clients and
shareholders,” added Chun. “I want to thank our colleagues for their dedication and unwavering commitment to our clients.”
The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements” on page 4.
2
3
4
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 3
ENHANCED DISCLOSURE TASK FORCE
The Enhanced Disclosure Task Force (EDTF) was established by the Financial Stability Board (FSB) in 2012 to identify fundamental disclosure principles,
recommendations and leading practices to enhance risk disclosures of banks. The index below includes the recommendations (as published by the EDTF) and
lists the location of the related EDTF disclosures presented in the third quarter 2025 Report to Shareholders (RTS), Supplemental Financial Information (SFI), or
Supplemental Regulatory Disclosures (SRD). Information on TD’s website, SFI, and SRD is not and should not be considered incorporated herein by reference
into the third quarter 2025 RTS, Management’s Discussion and Analysis, or the Interim Consolidated Financial Statements. Certain disclosure references have
been made to the Bank’s 2024 Annual Report.
Type of
Risk
Topic
EDTF Disclosure
Page
RTS
Third
Quarter
2025
SFI
Third
Quarter
2025
SRD
Third
Quarter
2025
Annual Report
2024
General
1
Present all related risk information together in any particular report.
Refer to below for location of disclosures
2
The bank’s risk terminology and risk measures and present key parameter
values used.
94-101, 105,
110, 112-114,
125-127
3
Describe and discuss top and emerging risks.
84-93
4
Outline plans to meet each new key regulatory ratio once applicable rules
are finalized.
33, 46
80, 122
Risk
Governance
and Risk
Management
and
Business
Model
5
Summarize the bank’s risk management organization, processes, and key
functions.
95-99
6
Description of the bank’s risk culture and procedures applied to support the
culture.
94-95
7
Description of key risks that arise from the bank’s business models and
activities.
79, 94, 100-128
8
Description of stress testing within the bank’s risk governance and capital
frameworks.
78, 99-100, 108,
125
Capital
Adequacy
and Risk
Weighted
Assets
9
Pillar 1 capital requirements and the impact for global systemically important
banks.
30-32, 83
1-3, 6
75-77, 80-81,
235
10
Composition of capital and reconciliation of accounting balance sheet to the
regulatory balance sheet.
1-3, 5
75
11
Flow statement of the movements in regulatory capital.
4
12
Discussion of capital planning within a more general discussion of
management’s strategic planning.
76-78, 125
13
Analysis of how risk-weighted asset (RWA) relate to business activities and
related risks.
9-15
78-79
14
Analysis of capital requirements for each method used for calculating RWA.
13
101-103, 105,
107-108
15
Tabulate credit risk in the banking book for Basel asset classes and major
portfolios.
36-53, 59-65
16
Flow statement reconciling the movements of RWA by risk type.
18-19
17
Discussion of Basel III back-testing requirements.
80
104, 108,
112-113
Liquidity
18
The bank’s management of liquidity needs and liquidity reserves.
39-43
114-116,
118-119
Funding
19
Encumbered and unencumbered assets in a table by balance sheet
category.
41
117, 229
20
Tabulate consolidated total assets, liabilities and off-balance sheet
commitments by remaining contractual maturity at the balance sheet date.
46-48
122-124
21
Discussion of the bank’s funding sources and the bank’s funding strategy.
42-46
119-122
Market Risk
22
Linkage of market risk measures for trading and non-trading portfolio and
balance sheet.
36
106
23
Breakdown of significant trading and non-trading market risk factors.
36, 38
106, 109-110
24
Significant market risk measurement model limitations and validation
procedures.
37
107-110,
112-113
25
Primary risk management techniques beyond reported risk measures and
parameters.
37
107-110
Credit Risk
26
Provide information that facilitates users’ understanding of the bank’s credit
risk profile, including any significant credit risk concentrations.
27-30, 65-74
23-38
1-5, 13, 18,
20-70, 72-80
62-74, 101-105,
185-192, 201,
203-204,
233-234
27
Description of the bank’s policies for identifying impaired loans.
73
71, 162-163,
169-170, 191
28
Reconciliation of the opening and closing balances of impaired loans in the
period and the allowance for loan losses.
28, 68-72
27, 31
69, 188-190
29
Analysis of the bank’s counterparty credit risks that arise from derivative
transactions.
54-55, 66-70
103, 173-174,
195-197, 201,
203-204
30
Discussion of credit risk mitigation, including collateral held for all sources of
credit risk.
104, 166,
173-174
Other Risks
31
Description of ‘other risk’ types based on management’s classifications and
discuss how each one is identified, governed, measured, and managed.
110-113,
125-128
32
Discuss publicly known risk events related to other risks.
81
91-93, 227-228
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 4
TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS
4
Caution Regarding Forward-Looking Statements
49
Securitization and Off-Balance Sheet Arrangements
5
Financial Highlights
49
Accounting Policies and Estimates
6
Significant Events
49
Changes in Internal Control over Financial Reporting
6
Update on U.S. BSA/AML Program Remediation and
50
Glossary
Enterprise AML Program Improvement Activities
8
How We Performed
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
12
Financial Results Overview
53
Interim Consolidated Balance Sheet
16
How Our Businesses Performed
54
Interim Consolidated Statement of Income
25
Quarterly Results
55
Interim Consolidated Statement of Comprehensive Income
26
Balance Sheet Review
56
Interim Consolidated Statement of Changes in Equity
27
Credit Portfolio Quality
57
Interim Consolidated Statement of Cash Flows
30
Capital Position
58
Notes to Interim Consolidated Financial Statements
34
Risk Factors and Management
34
Managing Risk
84
SHAREHOLDER AND INVESTOR INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE
This Management’s Discussion and Analysis (MD&A) is presented to enable readers to assess material changes in the financial condition and operating results of
TD Bank Group (“TD” or the “Bank”) for the three and nine months ended July 31, 2025, compared with the corresponding periods shown. This MD&A should be
read in conjunction with the Bank’s unaudited Interim Consolidated Financial Statements included in this Report to Shareholders and with the 2024 Annual
Consolidated Financial Statements and 2024 MD&A. This MD&A is dated August 27, 2025. Unless otherwise indicated, all amounts are expressed in Canadian
dollars and have been primarily derived from the Bank’s 2024 Annual Consolidated Financial Statements or Interim Consolidated Financial Statements, prepared
in accordance with IFRS as issued by the IASB. Note that certain comparative amounts have been revised to conform with the presentation adopted in the current
period. Additional information relating to the Bank, including the Bank’s 2024 Annual Information Form, is available on the Bank’s website at http://www.td.com as
well as on SEDAR+ at http://www.sedarplus.ca and on the SEC’s website at http://www.sec.gov (EDGAR filers section).
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the United States (U.S.) Securities and
Exchange Commission (SEC), and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such statements are made
pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements made in this document, the Management’s Discussion and Analysis (“2024 MD&A”) in the Bank’s 2024 Annual Report under the heading “Economic
Summary and Outlook”, under the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and
Wholesale Banking segments, and under the heading “2024 Accomplishments and Focus for 2025” for the Corporate segment, and in other statements regarding the Bank’s objectives and priorities for 2025 and beyond
and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated financial performance.
Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”, “potential”,
“predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. By their very nature, these forward-
looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political,
and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control and the effects of which can be difficult to predict – may cause actual results to differ materially from the
expectations expressed in the forward-looking statements.
Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit, market (including equity, commodity, foreign exchange, interest rate, and credit spreads), operational (including
technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, 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
program on the Bank’s businesses, operations, financial condition, and reputation; the ability of the Bank to execute on long-term strategies, shorter-term key strategic priorities, including the successful completion of
acquisitions and dispositions and integration of acquisitions, the ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business retention plans, and other strategic plans; technology
and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the Bank’s technologies, systems and networks, those of the Bank’s customers (including their own devices), and third
parties providing services to the Bank; data risk; model risk; fraud activity; insider risk; conduct risk; the failure of third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and
control of information, and other risks arising from the Bank’s use of third-parties; the impact of new and changes to, or application of, current laws, rules and regulations, including without limitation consumer protection laws
and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased competition from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and
disruptive technology; environmental and social risk (including climate-related risk); exposure related to litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes in foreign
exchange rates, interest rates, credit spreads and equity prices; downgrade, suspension or withdrawal of ratings assigned by any rating agency, the value and market price of the Bank’s common shares and other securities
may be impacted by market conditions and other factors; the interconnectivity of financial institutions including existing and potential international debt crises; increased funding costs and market volatility due to market
illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic events and
claims resulting from such events.
The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results. For more detailed information, please refer to the “Risk Factors and
Management” section of the 2024 MD&A, as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable) related to any events or transactions discussed under the headings
“Significant Events”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement Activities“ in the
relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be
considered carefully when making decisions with respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements.
Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2024 MD&A under the headings “Economic Summary and Outlook” and “Significant Events”, under
the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments,
and under the heading “2024 Accomplishments and Focus for 2025” for the Corporate segment, each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable).
Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in
understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. The Bank
does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.
This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors, on the Audit Committee’s recommendation, prior to its release.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 5
TABLE 1: FINANCIAL HIGHLIGHTS
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Results of operations
Total revenue – reported
$
15,297
$
22,937
$
14,176
$
52,283
$
41,709
Total revenue – adjusted
1
15,614
15,138
14,238
45,782
41,892
Provision for (recovery of) credit losses
971
1,341
1,072
3,524
3,144
Insurance service expenses (ISE)
1,563
1,417
1,669
4,487
4,283
Non-interest expenses – reported
8,522
8,139
11,012
24,731
27,443
Non-interest expenses – adjusted
1
8,124
7,908
7,208
24,015
21,417
Net income (loss) – reported
3,336
11,129
(181)
17,258
5,207
Net income – adjusted
1
3,871
3,626
3,646
11,120
11,072
Financial position
(billions of Canadian dollars)
Total loans net of allowance for loan losses
$
936.1
$
936.4
$
938.3
$
936.1
$
938.3
Total assets
2,035.2
2,064.3
1,967.2
2,035.2
1,967.2
Total deposits
1,256.9
1,267.7
1,220.6
1,256.9
1,220.6
Total equity
125.4
126.1
111.6
125.4
111.6
Total risk-weighted assets
2
627.2
624.6
610.5
627.2
610.5
Financial ratios
Return on common equity (ROE) – reported
3
11.3
%
39.1
%
(1.0)
%
20.2
%
6.5
%
Return on common equity – adjusted
1
13.2
12.3
14.1
12.9
14.3
Return on tangible common equity (ROTCE)
1,3
13.6
48.0
(1.0)
25.2
8.9
Return on tangible common equity – adjusted
1
15.8
15.0
18.8
15.9
18.9
Efficiency ratio – reported
3
55.7
35.5
77.7
47.3
65.8
Efficiency ratio – adjusted, net of ISE
1,3,4
57.8
57.6
57.3
58.2
56.9
Provision for (recovery of) credit losses as a % of net
average loans and acceptances
0.41
0.58
0.46
0.50
0.46
Common share information – reported
(Canadian dollars)
Per share earnings
Basic
$
1.89
$
6.28
$
(0.14)
$
9.73
$
2.77
Diluted
1.89
6.27
(0.14)
9.72
2.76
Dividends per share
1.05
1.05
1.02
3.15
3.06
Book value per share
3
67.13
66.75
57.61
67.13
57.61
Closing share price (TSX)
5
100.92
88.09
81.53
100.92
81.53
Shares outstanding (millions)
Average basic
1,716.7
1,740.5
1,747.8
1,735.7
1,762.4
Average diluted
1,718.9
1,741.7
1,747.8
1,737.0
1,763.6
End of period
1,707.2
1,722.5
1,747.9
1,707.2
1,747.9
Market capitalization (billions of Canadian dollars)
$
172.3
$
151.7
$
142.5
$
172.3
$
142.5
Dividend yield
3
4.4
%
5.0
%
5.3
%
4.9
%
5.1
%
Dividend payout ratio
3
55.4
16.6
n/m
6
32.3
110.4
Price-earnings ratio
3
8.6
9.1
19.2
8.6
19.2
Total shareholder return (1 year)
3
30.0
13.6
(1.4)
30.0
(1.4)
Common share information – adjusted
(Canadian dollars)
Per share earnings
Basic
$
2.20
$
1.97
$
2.05
$
6.19
$
6.09
Diluted
2.20
1.97
2.05
6.19
6.09
Dividend payout ratio
47.5
%
53.0
%
49.7
%
50.7
%
50.1
%
Price-earnings ratio
12.8
11.4
10.3
12.8
10.3
Capital ratios
3
Common Equity Tier 1 Capital ratio
14.8
%
14.9
%
12.8
%
14.8
%
12.8
%
Tier 1 Capital ratio
16.5
16.6
14.6
16.5
14.6
Total Capital ratio
18.4
18.5
16.3
18.4
16.3
Leverage ratio
4.6
4.7
4.1
4.6
4.1
TLAC ratio
30.9
31.0
29.1
30.9
29.1
TLAC Leverage ratio
8.7
8.7
8.3
8.7
8.3
1
accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures such as “adjusted” results and non-GAAP ratios to assess each of its businesses
and to measure overall Bank performance. To arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to “Significant Events”, “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.
2
(CAR), Leverage Requirements (LR), and Total Loss Absorbing Capacity (TLAC) guidelines. Refer to the “Capital Position” section of this document for further details.
3
4
Q3 2025: $14,051 million, Q2 2025: $13,721 million, 2025 YTD: $41,295 million, Q3 2024: $12,569 million, 2024 YTD: $37,609 million.
5
6
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 6
SIGNIFICANT EVENTS
a)
On February 12, 2025, the Bank sold its entire remaining equity investment in The Charles Schwab Corporation (“Schwab”) through a registered offering and
share repurchase by Schwab. Immediately prior to the sale, TD held 184.7 million shares of Schwab’s common stock, representing 10.1% economic ownership.
The sale of the shares resulted in proceeds of approximately $21.0 billion (US$14.6 billion) and the Bank recognized a net gain on sale of approximately
$8.6 billion (US$5.8 billion) in the second quarter of fiscal 2025. This gain is net of the release of related cumulative foreign currency translation from accumulated
other comprehensive income (AOCI), the release of AOCI on designated net investment hedging items, direct transaction costs, and taxes. The Bank also
recognized $184 million of underwriting fees in its Wholesale segment as a result of TD Securities acting as a lead bookrunner on the transaction in the second
quarter of fiscal 2025.
The transaction increased Common Equity Tier 1 (CET1) capital by approximately 238 basis points (bps) in the second quarter of fiscal 2025. The Bank
discontinued recording its share of earnings available to common shareholders from its investment in Schwab following the sale. The Bank continues to have a
business relationship with Schwab through the IDA Agreement.
b) Restructuring Charges
The Bank initiated a new restructuring program in the second quarter of 2025 to reduce its cost base and achieve greater efficiency. In connection with this
program, the Bank expects to incur total restructuring charges of $600 million to $700 million pre-tax over several quarters and incurred $333 million and
$496 million pre-tax of restructuring charges during the three and nine months ended July 31, 2025, respectively, which primarily related to employee severance
and other personnel-related costs, asset impairment and other rationalization, including certain business wind-downs, and real estate optimization. The Bank
expects the restructuring program to generate savings of approximately $100 million pre-tax in fiscal 2025 and fully realized annual savings of $550 million to
$650 million pre-tax, including savings from an approximate 2% workforce reduction
UPDATE ON U.S. BANK SECRECY ACT (BSA)/ANTI-MONEY LAUNDERING (AML ) PROGRAM REMEDIATION AND
ENTERPRISE AML PROGRAM IMPROVEMENT ACTIVITIES
As previously disclosed in the Bank’s 2024 MD&A, on October 10, 2024, the Bank announced that, following active cooperation and engagement with authorities
and regulators, it reached a resolution of previously disclosed investigations related to its U.S. BSA/AML compliance programs (the “Global Resolution”). The Bank
and certain of its U.S. subsidiaries consented to orders with the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board, and the Financial
Crimes Enforcement Network (FinCEN) and entered into plea agreements with the Department of Justice (DOJ), Criminal Division, Money Laundering and Asset
Recovery Section and the United States Attorney’s Office for the District of New Jersey. The Bank is focused on meeting the terms of the consent orders and plea
agreements, including meeting its requirements to remediate the Bank’s U.S. BSA/AML programs. In addition, the Bank is also undertaking several improvements
to the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions Programs (“Enterprise AML Program”).
For additional information on the Global Resolution, the Bank’s U.S. BSA/AML program remediation activities, the Bank’s Enterprise AML Program improvement
activities, and the risks associated with the foregoing, see the “Significant Events – Global Resolution of the Investigations into the Bankְ’s U.S. BSA/AML Program”
and “Risk Factors That May Affect Future Results – Global Resolution of the Investigations into the Bank’s U.S. BSA/AML Program” sections of the Bank’s
2024 MD&A.
Remediation of the U.S. BSA/AML Program
The Bank remains focused on remediating its U.S. BSA/AML program to meet the requirements of the Global Resolution. As noted in the Bank’s first and second
quarter 2025 MD&A, the Bank continues to expect to have the majority of 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 of controls, as well as the hiring of resources) completed in calendar 2025 with significant
work and important milestones planned for calendar 2026 and calendar 2027. Sustainability and testing activities are planned for calendar 2026 and calendar 2027
following management implementations, and the Bank is targeting to have the Suspicious Activity Report lookback completed in calendar 2027 per the OCC
consent order. For fiscal 2025, the Bank continues to expect U.S. BSA/AML remediation and related governance and control investments of approximately
US$500 million pre-tax and expects similar investments in fiscal 2026. As noted in the Bank’s 2024 MD&A, all management remediation actions will be subject to
demonstrated sustainability, validation by the Bank’s internal audit function, 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:
5
talent re-deployment opportunities, years-of-service, execution timing of actions, decisions to expand on or reduce the restructuring actions (e.g., scope of real estate optimization, additional
rationalizations), and foreign exchange translation impacts. Refer to the “Risk Factors That May Affect Future Results” section of this document for additional information about risks and uncertainties
that may impact the Bank’s estimates.
6
The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties and may vary based on the scope of work in the U.S. BSA/AML
remediation plan which could change as a result of additional findings that are identified as work progresses as well as the Bank’s ability to successfully execute against the U.S. BSA/AML remediation
program in accordance with the U.S. Retail segment’s fiscal 2025 and medium term plan.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 7
As noted in the Bank’s 2024 MD&A, including in the “Risk Factors That May Affect Future Results – Global Resolution of the Investigations into the Bank’s U.S.
BSA/AML Program” section thereof, the Bank’s remediation timeline is based on the Bank’s current plans, as well as assumptions related to the duration of
planning activities, including the completion of external benchmarking and lookback reviews. 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.
While substantial work remains, in addition to the work that has been completed and previously outlined in the Bank's 2024 MD&A and first and second quarter
2025 MD&A, the Bank continued to make progress on remediating and strengthening its U.S. BSA/AML program during the third quarter of fiscal 2025, including:
1)
our investigative teams;
2)
subcommittee focused on reviewing and assessing new business products, services and geographies; and
3)
services.
For the upcoming fiscal quarters, the Bank’s focus will be on continuing to implement incremental enhancements to its transaction monitoring, customer screening,
and reporting controls, including:
1)
2)
high-risk typologies with customized models.
In addition, the Bank will continue to progress its work in relation to the lookback reviews and complete the implementation of additional reporting and controls for
cash management activities.
As noted in the Bank’s 2024 MD&A, to help ensure that the Bank can continue to support its customers’ financial needs in the U.S. while not exceeding the
limitation on the combined total assets of the U.S. Bank, the Bank is focused on executing multiple U.S. balance sheet restructuring actions in fiscal 2025. Refer to
the “Update on U.S. Balance Sheet Restructuring” section of the U.S. Retail segment section for additional information on these actions. For additional information
about expenses associated with the Bank’s U.S. BSA/AML program remediation activities, refer to the U.S. Retail segment section.
Assessment and Strengthening of the Bank’s Enterprise AML Program
The Bank is continuing to make improvements to the Enterprise AML Program and continues to target completion of the majority of its Enterprise AML Program
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) by the end of calendar 2025. As noted in the Bank’s first and second quarter 2025 MD&A, once
completed, those remediation and enhancement actions will then be subject to internal review, challenge and validation of the activities. Following the end of the
first fiscal quarter, the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) commenced a review of certain remediation steps that the
Bank has taken to date to address the FINTRAC violations. This review is ongoing, and subject to the outcome, may result in additional regulatory actions.
As noted in the “Risk Factors That May Affect Future Results – Global Resolution of the Investigations into the Bank’s U.S. BSA/AML Program” section of the
Bank’s 2024 MD&A, the remediation and enhancement of the Enterprise AML Program is exposed to similar risks as noted in respect of the remediation of the
Bank’s U.S. BSA/AML Program (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 Financial Crime Risk Management (FCRM) investigations processing that the Bank currently faces, but is working towards
remediating, across the Enterprise. 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 has made progress on the improvements to the Enterprise AML Program over the third quarter of fiscal 2025, including:
1) appointed permanent head of FCRM Canada and redesigned organizational structure to enable stronger collaboration, clear ownership, and a more
agile response to evolving risk and regulatory expectations;
2) completed comprehensive transaction monitoring coverage assessment to identify areas requiring enhancements and deployment of the first wave of
the new centralized case management tool for use at the Enterprise level;
3) improved Know Your Customer controls to strengthen tracking and regulatory compliance;
4) enhanced investigative processes through improved workflow and data management; and
5) delivered an enhanced monitoring and testing standard to improve coverage and depth of controls testing.
For the upcoming fiscal quarters, the Bank’s focus will be on the following improvements to the Enterprise AML Program:
1)
goal of strengthening oversight and investigations of identified FCRM risks;
2)
clients, products, and transactions, supported by improved data capabilities; and
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 8
3)
those of the U.S.
HOW WE PERFORMED
CORPORATE OVERVIEW
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD” or the “Bank”). TD is the sixth largest bank in North America by
assets and serves more than 28.1 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian
Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America’s Most Convenient Bank
®
,
TD Auto Finance U.S., and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and
Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among the world’s leading online financial services firms, with more than 18 million
active online and mobile customers. TD had $2.0 trillion in assets on July 31, 2025. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto
Stock Exchange and New York Stock Exchange.
HOW THE BANK REPORTS
The Bank prepares its Interim Consolidated Financial Statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with
IFRS as “reported” results.
Non-GAAP and Other Financial Measures
In addition to reported results, the Bank also presents certain financial measures, including non-GAAP financial measures that are historical, non-GAAP ratios,
supplementary financial measures and capital management measures, to assess its results. Non-GAAP financial measures, such as “adjusted” results, are utilized
to assess the Bank’s businesses and to measure the Bank’s overall performance.
To
arrive at adjusted results, the Bank adjusts for “items of note” from reported
results. Items of note are items which management does not believe are indicative of underlying business performance and are disclosed in Table 3. Non-GAAP
ratios include a non-GAAP financial measure as one or more of its components. Examples of non-GAAP ratios include adjusted 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.
U.S. Strategic Cards
The Bank’s U.S. strategic cards portfolio is comprised of agreements with certain U.S. retailers pursuant to which TD is the U.S. issuer of private label and co-
branded consumer credit cards to their U.S. customers. Under the terms of the individual agreements, the Bank and the retailers share in the profits generated by
the relevant portfolios after credit losses. Under IFRS, TD is required to present the gross amount of revenue and PCL related to these portfolios in the Bank’s
Interim Consolidated Statement of Income. At the segment level, the retailer program partners’ share of revenues and credit losses is presented in the Corporate
segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to Corporate’s reported net
income (loss). The net income included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to TD under the agreements.
Investment in The Charles Schwab Corporation and IDA Agreement
On February 12, 2025, the Bank sold its entire remaining equity investment in Schwab through a registered offering and share repurchase by Schwab. For further
details, refer to the “Significant Events” section of this document. 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. Retail segment reflected the Bank’s share of net income
from its investment in Schwab. The Corporate segment net income (loss) included amounts for amortization of acquired intangibles, the acquisition and integration
charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab. The Bank’s share of Schwab’s earnings
available to common shareholders was reported with a one-month lag. For further details, refer to Note 12 of the Bank’s 2024 Annual Consolidated Financial
Statements.
On November 25, 2019, the Bank and Schwab signed an insured deposit account agreement (the “2019 Schwab IDA Agreement”), with an initial expiration
date of July 1, 2031. Under the 2019 Schwab IDA Agreement, starting July 1, 2021, Schwab had the option to reduce the deposits by up to US$10 billion per year
(subject to certain limitations and adjustments), with a floor of US$50 billion. In addition, Schwab requested some further operational flexibility to allow for the
sweep deposit balances to fluctuate over time, under certain conditions and subject to certain limitations.
On May 4, 2023, the Bank and Schwab entered into an amended insured deposit account agreement (the “2023 Schwab IDA Agreement” or the “Schwab IDA
Agreement”), which replaced the 2019 Schwab IDA Agreement. Pursuant to the 2023 Schwab IDA Agreement, the Bank continues to make sweep deposit
accounts available to clients of Schwab. Schwab designates a portion of the deposits with the Bank as fixed-rate obligation amounts (FROA). Remaining deposits
are designated as floating-rate obligations. In comparison to the 2019 Schwab IDA Agreement, the 2023 Schwab IDA Agreement extends the initial expiration date
by three years to July 1, 2034 and provides for lower deposit balances in its first six years, followed by higher balances in the later years. Specifically, until
September 2025, the aggregate FROA will serve as the floor. Thereafter, the floor will be set at US$60 billion. In addition, Schwab had the option to buy down up
to $6.8 billion (US$5 billion) of FROA by paying the Bank certain fees in accordance with the 2023 Schwab IDA Agreement, subject to certain limits.
During the first quarter of fiscal 2024, Schwab exercised its option to buy down the remaining $0.7 billion (US$0.5 billion) of the US$5 billion FROA buydown
allowance and paid $32 million (US$23 million) in termination fees to the Bank in accordance with the 2023 Schwab IDA Agreement. By the end of the first quarter
of fiscal 2024, Schwab had completed its buydown of the full US$5 billion FROA buydown allowance and had paid a total of $337 million (US$250 million) in
termination fees to the Bank. The fees were intended to compensate the Bank for losses incurred from discontinuing certain hedging relationships and for lost
revenues. The net impact was recorded in net interest income.
Subsequent to the sale of the Bank’s entire remaining equity investment in Schwab, the Bank continues to have a business relationship with Schwab through
the IDA Agreement. Refer to Note 27 of the Bank’s 2024 Annual Consolidated Financial Statements for further details on the Schwab IDA Agreement.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 9
Strategic Review Update
As previously disclosed in the second quarter 2025 MD&A, the Bank is conducting a strategic review. The strategic review is organized across four pillars that are
intended to help evolve the Bank strategically, operationally and financially:
1)
2)
3)
4)
Through the strategic review, the Bank is identifying opportunities to deepen client relationships across and within segments and channels, simplify the
organization to better execute with speed for colleagues and clients, and drive disciplined execution from a capital and cost management perspective. In addition,
as part of the strategic review, the Bank will continue to evolve its governance, and risk and control functions in line with the Bank's scale, complexity and
regulatory requirements. The Bank will provide an update on its strategic review, and on the Bank’s medium-term financial targets, at an Investor Day on
September 29, 2025. For additional information on current initiatives that are part of the strategic review, refer to “Significant Events – Sale of Schwab Shares”,
“Significant Events – Restructuring Charges”, and “How Our Businesses Performed – U.S. Retail – Update on U.S. Balance Sheet Restructuring Activities” in this
document.
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 nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Net interest income
$
8,526
$
8,125
$
7,579
$
24,517
$
22,532
Non-interest income
6,771
14,812
6,597
27,766
19,177
Total revenue
15,297
22,937
14,176
52,283
41,709
Provision for (recovery of) credit losses
971
1,341
1,072
3,524
3,144
Insurance service expenses
1,563
1,417
1,669
4,487
4,283
Non-interest expenses
8,522
8,139
11,012
24,731
27,443
Income before income taxes and share of net income from
investment in Schwab
4,241
12,040
423
19,541
6,839
Provision for (recovery of) income taxes
905
985
794
2,588
2,157
Share of net income from investment in Schwab
–
74
190
305
525
Net income (loss) – reported
3,336
11,129
(181)
17,258
5,207
Preferred dividends and distributions on other equity instruments
88
200
69
374
333
Net income (loss) attributable to common shareholders
$
3,248
$
10,929
$
(250)
$
16,884
$
4,874
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 10
The following table provides a reconciliation between the Bank’s adjusted and reported results. For further details refer to the “Significant Events”, “How We
Performed”, or “How Our Businesses Performed” sections.
TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation of Adjusted to Reported Net Income
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Operating results – adjusted
Net interest income
1,2
$
8,581
$
8,208
$
7,641
$
24,709
$
22,715
Non-interest income
3
7,033
6,930
6,597
21,073
19,177
Total revenue
15,614
15,138
14,238
45,782
41,892
Provision for (recovery of) credit losses
971
1,341
1,072
3,524
3,144
Insurance service expenses
1,563
1,417
1,669
4,487
4,283
Non-interest expenses
4
8,124
7,908
7,208
24,015
21,417
Income before income taxes and share of net income from
investment in Schwab
4,956
4,472
4,289
13,756
13,048
Provision for (recovery of) income taxes
1,085
929
868
2,976
2,660
Share of net income from investment in Schwab
5
–
83
225
340
684
Net income – adjusted
3,871
3,626
3,646
11,120
11,072
Preferred dividends and distributions on other equity instruments
88
200
69
374
333
Net income available to common shareholders – adjusted
3,783
3,426
3,577
10,746
10,739
Pre-tax adjustments for items of note
Amortization of acquired intangibles
6
(33)
(43)
(64)
(137)
(230)
Acquisition and integration charges related to the Schwab transaction
4,5
–
–
(21)
–
(74)
Share of restructuring and other charges from investment in Schwab
5
–
–
–
–
(49)
Restructuring charges
4
(333)
(163)
(110)
(496)
(566)
Acquisition and integration-related charges
4
(32)
(34)
(78)
(118)
(297)
Impact from the terminated FHN acquisition-related capital hedging strategy
1
(55)
(47)
(62)
(156)
(183)
Gain on sale of Schwab shares
3
–
8,975
–
8,975
–
U.S. balance sheet restructuring
2,3
(262)
(1,129)
–
(2,318)
–
Civil matter provision
4
–
–
–
–
(274)
Federal Deposit Insurance Corporation (FDIC) special assessment
4
–
–
–
–
(514)
Global resolution of the investigations into the Bank’s U.S. BSA/AML program
4
–
–
(3,566)
–
(4,181)
Less: Impact of income taxes
Amortization of acquired intangibles
(8)
(8)
(8)
(25)
(33)
Acquisition and integration charges related to the Schwab transaction
–
–
(3)
–
(14)
Restructuring charges
(85)
(41)
(29)
(126)
(150)
Acquisition and integration-related charges
(7)
(8)
(18)
(26)
(64)
Impact from the terminated FHN acquisition-related capital hedging strategy
(14)
(12)
(16)
(39)
(46)
Gain on sale of Schwab shares
–
407
–
407
–
U.S. balance sheet restructuring
(66)
(282)
–
(579)
–
Civil matter provision
–
–
–
–
(69)
FDIC special assessment
–
–
–
–
(127)
Total adjustments for items of note
(535)
7,503
(3,827)
6,138
(5,865)
Net income (loss) available to common shareholders – reported
$
3,248
$
10,929
$
(250)
$
16,884
$
4,874
1
2025 YTD: ($156) million, Q3 2024: ($62) million, 2024 YTD: ($183) million, reported in the Corporate segment.
2
i.
3
i.
ii.
4
i.
ii.
iii.
segment;
iv.
v.
vi.
vii.
5
i.
ii.
iii.
iv.
6
of net income from investment in Schwab, reported in the Corporate segment. Refer to footnotes 4 and 5 for amounts.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 11
TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE
1
(Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Basic earnings (loss) per share – reported
$
1.89
$
6.28
$
(0.14)
$
9.73
$
2.77
Adjustments for items of note
0.31
(4.31)
2.19
(3.54)
3.32
Basic earnings per share – adjusted
$
2.20
$
1.97
$
2.05
$
6.19
$
6.09
Diluted earnings (loss) per share – reported
$
1.89
$
6.27
$
(0.14)
$
9.72
$
2.76
Adjustments for items of note
0.31
(4.30)
2.19
(3.53)
3.32
Diluted earnings per share – adjusted
$
2.20
$
1.97
$
2.05
$
6.19
$
6.09
1
rounding.
TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Schwab
1
$
–
$
9
$
30
$
35
$
91
Wholesale Banking related intangibles
20
20
20
61
89
Other
5
6
6
16
17
Included as items of note
25
35
56
112
197
Software and asset servicing rights
136
124
115
379
315
Amortization of intangibles, net of income taxes
$
161
$
159
$
171
$
491
$
512
1
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
11.5% CET1 Capital effective fiscal 2024.
TABLE 6: RETURN ON COMMON EQUITY
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Average common equity
$
114,115
$
114,585
$
100,677
$
111,644
$
100,523
Net income (loss) attributable to common shareholders – reported
3,248
10,929
(250)
16,884
4,874
Items of note, net of income taxes
535
(7,503)
3,827
(6,138)
5,865
Net income available to common shareholders – adjusted
$
3,783
$
3,426
$
3,577
$
10,746
$
10,739
Return on common equity – reported
11.3
%
39.1
%
(1.0)
%
20.2
%
6.5
%
Return on common equity – adjusted
13.2
12.3
14.1
12.9
14.3
Return on Tangible Common Equity
Tangible common equity (TCE) is calculated as common shareholders’ equity less goodwill, imputed goodwill and intangibles on the investments in Schwab and
other acquired intangible assets, net of related deferred tax liabilities. ROTCE is calculated as reported net income available to common shareholders after
adjusting for the after-tax amortization of acquired intangibles, which are treated as an item of note, as a percentage of average TCE. Adjusted ROTCE is
calculated using reported net income available to common shareholders, adjusted for all items of note, as a percentage of average TCE. TCE, ROTCE, and
adjusted ROTCE can be utilized in assessing the Bank’s use of equity. TCE is a non-GAAP financial measure, and ROTCE and adjusted ROTCE are non-GAAP
ratios.
TABLE 7: RETURN ON TANGIBLE COMMON EQUITY
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Average common equity
$
114,115
$
114,585
$
100,677
$
111,644
$
100,523
Average goodwill
18,652
19,302
18,608
19,035
18,403
Average imputed goodwill and intangibles on
investments in Schwab
–
1,304
6,087
2,047
6,066
Average other acquired intangibles
1
405
450
544
445
578
Average related deferred tax liabilities
(225)
(236)
(228)
(232)
(230)
Average tangible common equity
95,283
93,765
75,666
90,349
75,706
Net income attributable to common
shareholders – reported
3,248
10,929
(250)
16,884
4,874
Amortization of acquired intangibles, net of income taxes
25
35
56
112
197
Net income attributable to common shareholders
adjusted for amortization of acquired intangibles,
net of income taxes
3,273
10,964
(194)
16,996
5,071
Other items of note, net of income taxes
510
(7,538)
3,771
(6,250)
5,668
Net income available to common shareholders – adjusted
$
3,783
$
3,426
$
3,577
$
10,746
$
10,739
Return on tangible common equity
13.6
%
48.0
%
(1.0)
%
25.2
%
8.9
%
Return on tangible common equity – adjusted
15.8
15.0
18.8
15.9
18.9
1
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 12
IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS
The following table reflects the estimated impact of foreign currency translation on key U.S. Retail segment income statement items. The impact is calculated as
the difference in translated earnings using the average U.S. to Canadian dollars exchange rates in the periods noted.
TABLE 8: IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL TRANSLATED
EARNINGS
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31, 2025 vs.
July 31, 2025 vs.
July 31, 2024
July 31, 2024
Increase (Decrease)
Increase (Decrease)
U.S. Retail
Total revenue – reported
$
12
$
263
Total revenue – adjusted
1
12
359
Non-interest expenses – reported
8
228
Non-interest expenses – adjusted
1
8
228
Net income excluding Schwab – reported, after tax
3
12
Net income excluding Schwab – adjusted, after tax
1
3
84
Share of net income from investment in Schwab
2
–
11
U.S. Retail net income – reported, after tax
3
23
U.S. Retail net income – adjusted, after tax
1
3
95
Earnings (loss) per share
(Canadian dollars)
Basic – reported
$
–
$
0.01
Basic – adjusted
1
–
0.05
Diluted – reported
–
0.01
Diluted – adjusted
1
–
0.05
Average foreign exchange rate (equivalent of CAD $1.00)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
U.S. dollar
$
0.728
$
0.730
$
0.712
$
0.735
1
document.
2
FINANCIAL RESULTS OVERVIEW
Performance Summary
Outlined below is an overview of the Bank’s performance for the third quarter of 2025. Shareholder performance indicators help guide and benchmark the Bank’s
accomplishments. For the purposes of this analysis, the Bank utilizes adjusted earnings, which excludes items of note from the reported results that are prepared
in accordance with IFRS. Reported and adjusted results and items of note are explained in “Non-GAAP and Other Financial Measures” in the “How We Performed”
section of this document.
●
●
●
average of 32.1%.
Net Income
Quarterly comparison – Q3 2025 vs. Q3 2024
Reported net income for the quarter was $3,336 million, an increase of $3,517 million compared with the third quarter last year, primarily reflecting the impact of
the charges for the global resolution of the investigations into the Bank's U.S. BSA/AML program in the third quarter last year in U.S. Retail and higher revenues,
partially offset by higher non-interest expenses, including higher governance and control investments, the impact of balance sheet restructuring activities in U.S.
Retail, and higher restructuring charges. On an adjusted basis, net income for the quarter was $3,871 million, an increase of $225 million, or 6%, compared with
the third quarter last year.
By segment, the increase in reported net income reflects increases in U.S. Retail of $3,159 million, in Wealth Management and Insurance of $273 million, in
Canadian Personal and Commercial Banking of $81 million, and in Wholesale Banking of $81 million, partially offset by a decrease in the Corporate segment of
$77 million.
Quarterly comparison – Q3 2025 vs. Q2 2025
Reported net income for the quarter decreased $7,793 million compared with the prior quarter, primarily reflecting the gain on the Schwab sale transaction in the
prior quarter in the Corporate segment, partially offset by the impact of balance sheet restructuring activities in U.S. Retail. Adjusted net income for the quarter
increased $245 million, or 7%, primarily reflecting higher revenue and lower PCL, partially offset by higher non-interest expenses.
By segment, the decrease in reported net income reflects decreases in the Corporate segment of $8,693 million, in Wholesale Banking of $21 million, and in
Wealth Management and Insurance of $4 million, partially offset by increases in U.S. Retail of $640 million, and in Canadian Personal and Commercial Banking of
$285 million.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Reported net income of $17,258 million, increased $12,051 million compared with the same period last year. The increase reflects the gain on the Schwab sale
transaction in the Corporate segment, the impact of the charges for the global resolution of the investigations into the Bank's U.S. BSA/AML program in the same
period last year in U.S. Retail, and higher revenues, partially offset by higher non-interest expenses and the impact of balance sheet restructuring activities in U.S.
Retail. Adjusted net income was $11,120 million, relatively flat compared with the same period last year.
By segment, the increase in reported net income reflects increases in the Corporate segment of $9,034 million, in U.S. Retail of $2,244 million, in Wealth
Management and Insurance of $484 million, in Wholesale Banking of $233 million, and in Canadian Personal and Commercial Banking of $56 million.
7
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 13
Net Interest Income
Quarterly comparison – Q3 2025 vs. Q3 2024
Reported net interest income for the quarter was $8,526 million, an increase of $947 million, or 12%, compared with the third quarter last year, primarily reflecting
higher revenue from treasury and balance sheet activities, volume growth in Canadian Personal and Commercial Banking, and the impact of balance sheet
restructuring activities and higher deposit margins in U.S. Retail. On an adjusted basis, net interest income was $8,581 million, an increase of $940 million, or
12%.
By segment, the increase in reported net interest income reflects increases in the Corporate segment of $344 million, in Canadian Personal and Commercial
Banking of $245 million, in U.S. Retail of $165 million, in Wholesale Banking of $136 million, and in Wealth Management and Insurance of $57 million.
Quarterly comparison – Q3 2025 vs. Q2 2025
Reported net interest income for the quarter increased $401 million, or 5%, compared with the prior quarter, primarily reflecting more days in the third quarter and
volume growth in Canadian Personal and Commercial Banking, higher revenue from treasury and balance sheet activities, and the impact of balance sheet
restructuring activities and higher deposit margins in U.S. Retail. On an adjusted basis, net interest income increased $373 million, or 5%.
By segment, the increase in reported net interest income reflects increases in Canadian Personal and Commercial Banking of $216 million, in Wholesale
Banking of $65 million, in U.S. Retail of $63 million, in the Corporate segment of $46 million, and in Wealth Management and Insurance of $11 million.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Reported net interest income was $24,517 million, an increase of $1,985 million, or 9%, compared with the same period last year, primarily reflecting higher
revenue from treasury and balance sheet activities, volume growth in Canadian Personal and Commercial Banking, and the impact of balance sheet restructuring
activities and higher deposit margins in U.S. Retail. On an adjusted basis, net interest income was $24,709 million, an increase of $1,994 million, or 9%.
By segment, the increase in reported net interest income reflects increases in the Corporate segment of $814 million, in Canadian Personal and Commercial
Banking of $758 million, in U.S. Retail of $527 million, and in Wealth Management and Insurance of $199 million, partially offset by a decrease in Wholesale
Banking of $313 million.
Non-Interest Income
Quarterly comparison – Q3 2025 vs. Q3 2024
Reported non-interest income for the quarter was $6,771 million, an increase of $174 million, or 3%, compared with the third quarter last year, primarily reflecting
higher insurance premiums, fee-based revenue, and transaction revenue in Wealth Management and Insurance and higher fixed income trading-related revenue
and underwriting fees in Wholesale Banking, partially offset by the impact of balance sheet restructuring activities in U.S. Retail. On an adjusted basis, non-interest
income was $7,033 million, an increase of $436 million, or 7%.
By segment, the increase in reported non-interest income reflects increases in Wealth Management and Insurance of $267 million, in Wholesale Banking of
$132 million, and in the Corporate segment of $22 million, partially offset by decreases in U.S. Retail of $240 million and in Canadian Personal and Commercial
Banking of $7 million.
Quarterly comparison – Q3 2025 vs. Q2 2025
Non-interest income for the quarter decreased $8,041 million compared with the prior quarter, primarily reflecting the gain on the Schwab sale transaction in the
prior quarter in the Corporate segment and lower underwriting fees, including fees associated with the sale of Schwab shares recorded in the prior quarter in
Wholesale Banking, partially offset by the impact of balance sheet restructuring activities in U.S. Retail and higher insurance premiums and fee-based revenue in
Wealth Management and Insurance. On an adjusted basis, non-interest income increased $103 million, or 1%.
By segment, the decrease in non-interest income reflects decreases in the Corporate segment of $8,924 million and in Wholesale Banking of $131 million,
partially offset by increases in U.S. Retail of $821 million, in Wealth Management and Insurance of $159 million, and in Canadian Personal and Commercial
Banking of $34 million.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Reported non-interest income was $27,766 million, an increase of $8,589 million, or 45%, compared with the same period last year, primarily reflecting the gain on
the Schwab sale transaction in the Corporate segment, higher trading-related revenue, and underwriting fees, including fees associated with the sale of Schwab
shares in Wholesale Banking, and higher insurance premiums, fee-based revenue, and transaction revenue in Wealth Management and Insurance, partially offset
by the impact of balance sheet restructuring activities in U.S. Retail. Adjusted non-interest income was $21,073 million, an increase of $1,896 million, or 10%.
By segment, the increase in reported non-interest income reflects increases in the Corporate segment of $8,902 million, in Wholesale Banking of $990 million, in
Wealth Management and Insurance of $977 million, partially offset by decreases in U.S. Retail of $2,177 million, and in Canadian Personal and Commercial
Banking of $103 million.
Provision for Credit Losses
Quarterly comparison – Q3 2025 vs. Q3 2024
PCL for the quarter was $971 million, a decrease of $101 million compared with the third quarter last year. PCL – impaired was $904 million, a decrease of
$16 million, or 2%, largely recorded in the Wholesale and U.S. consumer lending portfolios, partially offset by credit migration in the U.S. commercial and
Canadian consumer lending portfolios. PCL – performing was $67 million, a decrease of $85 million compared with the third quarter last year. The performing
provisions this quarter largely reflect further overlays for credit impacts from policy and trade uncertainty. Total PCL for the quarter as an annualized percentage of
credit volume was 0.41%.
By segment, PCL was lower by $61 million in U.S. Retail, by $47 million in Wholesale Banking, by $21 million in the Corporate segment, and higher by
$28 million in Canadian Personal and Commercial Banking.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 14
Quarterly comparison – Q3 2025 vs. Q2 2025
PCL for the quarter was $971 million, a decrease of $370 million compared with the prior quarter. PCL – impaired was $904 million, a decrease of $42 million, or
4%, largely recorded in the Canadian commercial and consumer lending portfolios, reflecting lower provisions related to credit migration. PCL – performing was
$67 million, a decrease of $328 million compared with the prior quarter. The performing provisions this quarter reflect a smaller current quarter build for policy and
trade uncertainty.
Total PCL for the quarter as an annualized percentage of credit volume was 0.41%.
By segment, PCL was lower by $159 million in Canadian Personal and Commercial Banking, by $125 million in U.S. Retail, by $52 million in Wholesale Banking
and by $34 million in the Corporate segment.
While results may vary by quarter, and are subject to changes to the economic trajectory, the Bank continues to expect total PCL for fiscal 2025 to be in the
range of 45 to 55 bps previously disclosed in the fourth quarter of fiscal 2024
Year-to-date comparison – Q3 2025 vs. Q3 2024
PCL was $3,524 million, an increase of $380 million compared with the same period last year. PCL – impaired was $3,066 million, an increase of $342 million,
largely reflecting credit migration in the Canadian consumer and U.S. commercial lending portfolios. PCL – performing was $458 million, an increase of $38 million
compared with the same period last year. The current year performing provisions largely reflect credit impacts from policy and trade uncertainty, including overlays
and updates to the macroeconomic forecast, partially offset by lower volume in U.S. Retail. Total PCL as an annualized percentage of credit volume was 0.50%.
By segment, PCL was higher by $281 million in Canadian Personal and Commercial Banking, by $83 million in Wholesale Banking, by $67 million in U.S.
Retail, and lower by $51 million in the Corporate segment.
TABLE 9: PROVISION FOR CREDIT LOSSES
1
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Provision for (recovery of) credit losses – Stage 3 (impaired)
Canadian Personal and Commercial Banking
$
376
$
428
$
338
$
1,263
$
1,099
U.S. Retail
330
309
331
1,168
1,019
Wholesale Banking
63
61
109
157
113
Corporate
2
135
148
142
478
493
Total provision for (recovery of) credit losses – Stage 3
904
946
920
3,066
2,724
Provision for (recovery of) credit losses – Stage 1
and Stage 2 (performing)
Canadian Personal and Commercial Banking
87
194
97
343
226
U.S. Retail
(13)
133
47
42
124
Wholesale Banking
8
62
9
109
70
Corporate
2
(15)
6
(1)
(36)
–
Total provision for (recovery of) credit losses – Stage 1
and Stage 2
67
395
152
458
420
Total provision for (recovery of) credit losses
$
971
$
1,341
$
1,072
$
3,524
$
3,144
1
2
Insurance Service Expenses
Quarterly comparison – Q3 2025 vs. Q3 2024
Insurance service expenses for the quarter were $1,563 million, a decrease of $106 million, or 6%, compared with the third quarter last year, primarily reflecting
lower estimated losses from catastrophe claims.
Quarterly comparison – Q3 2025 vs. Q2 2025
Insurance service expenses for the quarter increased $146 million, or 10%, compared with the prior quarter, primarily driven by claims seasonality.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Insurance service expenses were $4,487 million, an increase of $204 million, or 5%, compared with the same period last year, primarily due to increased claims
severity, partially offset by lower estimated losses from catastrophe claims.
Non-Interest Expenses and Efficiency Ratio
Quarterly comparison – Q3 2025 vs. Q3 2024
Reported non-interest expenses were $8,522 million, decreased $2,490 million, or 23%, compared with the third quarter last year, primarily reflecting the impact of
the charges for the global resolution of the investigations into the Bank's U.S. BSA/AML program in the third quarter last year in U.S. Retail, partially offset by
higher governance and control investments, including costs for U.S. BSA/AML remediation, higher restructuring charges, and higher spend supporting business
growth initiatives from employee-related expenses and technology costs. On an adjusted basis, non-interest expenses were $8,124 million, an increase of
$916 million, or 13%. The Bank continues to expect fiscal 2025 adjusted expense growth, assuming fiscal 2024 levels of variable compensation, foreign exchange
translation, and U.S. strategic cards portfolio impact, to be at the upper end of the previously communicated 5% to 7% range, reflecting investments in governance
and control and investments supporting business growth, net of expected productivity and restructuring savings
8
and performance, such as the level of unemployment, interest rates, economic growth or contraction, and borrower or industry specific credit factors and conditions, inclusive of policy
and trade uncertainty. The Bank’s PCL estimate is subject to risks and uncertainties including those set out in the “Risk Factors and Management” section of this document.
9
employee-related expenses, foreign exchange impact, gross-up of the retailer program partners’ share of PCL for the Bank’s U.S. strategic card portfolio (“SCP Impact”), and productivity
and restructuring savings. In particular in estimating its expense growth expectations, the Bank has assumed that the following three factors on the Bank’s fiscal 2025 adjusted expenses
will be the same as the Bank’s fiscal 2024 adjusted expenses: (i) variable compensation commensurate with higher revenue, (ii) foreign exchange translation, and (iii) SCP Impact. For
reference, in the third quarter of 2025, variable compensation, foreign exchange translation, and the SCP impact, in the aggregate, accounted for approximately one-fourth of the year-
over-year 13% increase in adjusted non-interest expenses. The Bank’s assumptions are subject to inherent uncertainties and may vary based on factors both within and outside the
Bank’s control, including the accuracy of the Bank’s employee compensation and benefit expense forecasts, impact of business performance on variable compensation, inflation, the
pace of productivity initiatives across the organization, and unexpected expenses such as legal matters. Refer to the “Risk Factors That May Affect Future Results” section of this
document for additional information about risks and uncertainties that may impact the Bank’s estimates.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 15
By segment, the decrease in reported non-interest expenses reflect a decrease in U.S. Retail of $3,283 million, partially offset by increases in the Corporate
segment of $460 million, in Wholesale Banking of $183 million, in Canadian Personal and Commercial Banking of $99 million, and in Wealth Management and
Insurance of $51 million.
The Bank’s reported efficiency ratio was 55.7%, compared to 77.7% in the third quarter last year. The Bank’s adjusted efficiency ratio, net of ISE was 57.8%,
compared with 57.3% in the third quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Reported non-interest expenses increased $383 million, or 5%, compared with the prior quarter, primarily reflecting higher governance and control investments,
including costs for U.S. BSA/AML remediation, and higher restructuring charges. Adjusted non-interest expenses increased $216 million, or 3%.
By segment, the increase in reported non-interest expenses reflect increases in the Corporate segment of $270 million, in U.S. Retail of $43 million, in
Wholesale Banking of $32 million, in Wealth Management and Insurance of $24 million, and in Canadian Personal and Commercial Banking of $14 million.
The Bank’s reported efficiency ratio was 55.7%, compared with 35.5% in the prior quarter. The Bank’s adjusted efficiency ratio, net of ISE was 57.8%,
compared with 57.6% in the prior quarter.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Reported non-interest expenses of $24,731 million decreased $2,712 million, or 10%, compared with the same period last year, primarily reflecting the impact of
the charges for the global resolution of the investigations into the Bank's U.S. BSA/AML program and FDIC special assessment charge in the same period last
year in U.S. Retail, partially offset by higher governance and control investments, including costs for U.S. BSA/AML remediation, higher spend supporting business
growth initiatives from employee-related expenses and technology costs, and the impact of foreign exchange translation. On an adjusted basis, non-interest
expenses were $24,015 million, an increase of $2,598 million, or 12%.
By segment, the decrease in reported non-interest expenses reflects a decrease in U.S. Retail of $3,718 million, partially offset by increases in Canadian
Personal and Commercial Banking of $296 million, in Wealth Management and Insurance of $281 million, in Wholesale Banking of $249 million, and in the
Corporate segment of $180 million.
The Bank’s reported efficiency ratio was 47.3%, compared with 65.8% in the same period last year. The Bank’s adjusted efficiency ratio, net of ISE was 58.2%,
compared with 56.9% in the same period last year.
Income Taxes
The Bank’s effective income tax rate on a reported basis was 21.3% for the current quarter, compared with 187.7% in the third quarter last year and 8.2% in the
prior quarter. The year-over-year decrease primarily reflects the tax impact of the non-deductible provision for the Bank’s AML program in the prior year. The
quarter-over-quarter increase primarily reflects the tax impact of the sale of Schwab shares in the prior quarter.
To allow for an after-tax calculation of adjusted income, the adjusted provision for income taxes is calculated by adjusting the taxes for each item of note using
the statutory income tax rate of the applicable legal entity. The adjusted effective income tax rate is calculated as the adjusted provision for income taxes as a
percentage of adjusted net income before taxes. The Bank’s adjusted effective income tax rate was 21.9% for the current quarter, compared with 20.2% in the
third quarter last year and 20.8% in the prior quarter. The year-over-year increase primarily reflects taxes associated with Pillar Two legislation and the impact of
higher adjusted pre-tax income. The quarter-over-quarter increase primarily reflects the impact of higher adjusted pre-tax income for the current quarter and a tax
related adjustment in the prior quarter.
TABLE 10: INCOME TAXES – Reconciliation of Reported to Adjusted Provision for Income Taxes
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Income taxes at Canadian statutory income tax rate
$
1,179
27.8
%
$
3,347
27.8
%
$
118
27.8
%
$
5,432
27.8
%
$
1,899
27.8
%
Increase (decrease) resulting from:
Dividends received
(3)
(0.1)
(4)
–
(3)
(0.8)
(10)
(0.1)
(25)
(0.4)
Rate differentials on international operations
1
(243)
(5.7)
(2,303)
(19.1)
698
165.2
(2,745)
(14.0)
303
4.4
Other
(28)
(0.7)
(55)
(0.5)
(19)
(4.5)
(89)
(0.5)
(20)
(0.3)
Provision for income taxes and effective
income tax rate – reported
$
905
21.3
%
$
985
8.2
%
$
794
187.7
%
$
2,588
13.2
%
$
2,157
31.5
%
Total adjustments for items of note
180
(56)
74
388
503
Provision for income taxes and effective
income tax rate – adjusted
$
1,085
21.9
%
$
929
20.8
%
$
868
20.2
%
$
2,976
21.6
%
$
2,660
20.4
%
1
International Tax Reform – Pillar Two Global Minimum Tax
On December 20, 2021, the Organisation for Economic Co-operation and Development (OECD) published Pillar Two model rules as part of its efforts toward
international tax reform. The Pillar Two model rules provide for the implementation of a 15% global minimum tax for large multinational enterprises, which is to be
applied on a jurisdiction-by-jurisdiction basis. Pillar Two legislation was enacted in Canada on June 20, 2024 under Bill C-69, which includes the
Global Minimum
Tax Act
being paid in these countries. The rules were effective and implemented by the Bank on November 1, 2024. The IASB previously issued amendments to IAS 12
Income Taxes
which the Bank has applied. For the three and nine months ended July 31, 2025, the Bank’s effective tax rate increased by approximately 0.4% and 0.3%,
respectively, due to Pillar Two taxes (for the three and six months ended April 30, 2025 – 0.2% and 0.3%, respectively).
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 16
ECONOMIC SUMMARY AND OUTLOOK
The global economy remains on track to slow in calendar 2025 with decelerating cyclical momentum reinforced by trade barriers. Higher U.S. tariffs appear likely
to persist under the current administration. Inflation expectations have increased as the U.S. tariffs are expected to raise prices and complicate global supply
chains. This puts global central banks in the challenging position of gauging whether any resulting inflationary pressures are a one-time shock or will prove
persistent. TD Economics expects future interest rate reductions as evidence of slowing in global economies accumulates.
The U.S. economy has slowed in the first half of calendar 2025. The quarter-over-quarter performance in overall economic growth has been volatile, driven by
swings in imports as businesses rushed to ship ahead of tariffs. Smoothing through the volatility, consumer spending has slowed notably across both goods and
services. Investment in residential construction has weakened, held back by elevated borrowing costs. Government spending has also slowed, driven by cutbacks
at the federal level. Business investment has managed to buck the trend, largely the result of increased technology-related spending. TD Economics forecasts that
the U.S. economy will grow at below a 2% pace over calendar 2025 before a combination of tax cuts, lower interest rates and a more business-friendly regulatory
environment lift growth back to 2% in calendar 2026.
Momentum in hiring within the U.S. job market has decelerated, in line with the broader economy. The unemployment rate has held steady at around 4.2% over
the past year as labour force growth has slowed in line with hiring. Inflation has picked up so far in calendar 2025, leading the Federal Reserve to keep interest
rates unchanged as it assesses the impact of the increase in tariffs on the inflation outlook. TD Economics expects that given broader weakness in the economy,
the U.S. central bank will resume monetary easing, with the federal funds rate expected to be lowered to 3.50-3.75% by the end of calendar 2025 – a level still on
the restrictive side.
Canada's economic growth is on track to remain modest in calendar 2025 as the impact of U.S. import tariffs offsets the boost from lower borrowing costs. The
effect of elevated uncertainty around tariff policy has weakened business and consumer confidence about the future, which is expected to dampen growth in the
near term. TD Economics expects Canada's economy to contract in the second quarter of calendar 2025 due to a drop in exports, before gaining some modest
traction by year end. This soft backdrop is expected to lift the unemployment rate from 6.9% in July to 7.2% by (calendar) year end. TD Economics also expects
population growth to slow sharply over the next few years as immigration policy changes restrict inflows.
The Canadian central bank lowered its overnight rate to 2.75% in March 2025, before pausing to assess the impact of U.S. tariffs on the economic outlook.
TD Economics expects the Bank of Canada to continue trimming interest rates, reaching 2.25% by the end of calendar 2025. Concerns about the U.S. economic
outlook and larger U.S. government deficits have weakened the U.S. dollar, lifting the Canadian dollar. TD Economics expects the Canadian dollar will trade in a
range around 73 U.S. cents over the next couple of quarters, although that is likely to be influenced by the path of U.S. trade policy.
HOW OUR BUSINESSES PERFORMED
For management reporting purposes, the Bank’s business operations and activities are organized around the following four key business segments: Canadian
Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking. The Bank’s other activities are grouped into the
Corporate segment.
Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses in that segment. Where applicable, the Bank
measures and evaluates the performance of each segment based on adjusted results and ROE, and for those segments, the Bank indicates that the measure is
adjusted. For further details, refer to the “How We Performed” section of this document, the “Business Focus” section in the Bank’s 2024 MD&A, and Note 28 of
the Bank’s Annual Consolidated Financial Statements for the year ended October 31, 2024. Effective the first quarter of fiscal 2025, certain U.S. governance and
control investments, including costs for U.S. BSA/AML remediation, previously reported in the Corporate segment are now reported in the U.S. Retail segment.
Comparative amounts have been reclassified to conform with the presentation adopted in the current period.
PCL related to performing (Stage 1 and Stage 2) and impaired (Stage 3) financial assets, loan commitments, and financial guarantees is recorded within the
respective segment.
Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB), which means that the value of non-taxable or tax-exempt
income, including certain dividends, is adjusted to its equivalent pre-tax value. Using TEB allows the Bank to measure income from all securities and loans
consistently and makes for a more meaningful comparison of net interest income with similar institutions. The TEB increase to net interest income and provision for
income taxes reflected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the quarter was $16 million, compared with
$13 million in the prior quarter and $27 million in the third quarter last year.
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. Retail segment. Amounts for amortization of acquired
intangibles, the acquisition and integration charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab
were recorded in the Corporate segment. Refer to “Significant Events” for further details. Beginning in the third quarter of fiscal 2025, the U.S. Retail segment no
longer includes contributions from Schwab and consequently discussions of the U.S. Retail segment's performance exclude Schwab.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 17
TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Net interest income
$
4,239
$
4,023
$
3,994
$
12,397
$
11,639
Non-interest income
1,002
968
1,009
2,984
3,087
Total revenue
5,241
4,991
5,003
15,381
14,726
Provision for (recovery of) credit losses – impaired
376
428
338
1,263
1,099
Provision for (recovery of) credit losses – performing
87
194
97
343
226
Total provision for (recovery of) credit losses
463
622
435
1,606
1,325
Non-interest expenses
2,066
2,052
1,967
6,204
5,908
Provision for (recovery of) income taxes
759
649
729
2,119
2,097
Net income
$
1,953
$
1,668
$
1,872
$
5,452
$
5,396
Selected volumes and ratios
Return on common equity
1
32.5
%
28.9
%
34.1
%
31.0
%
33.9
%
Net interest margin (including on securitized assets)
2
2.83
2.82
2.81
2.82
2.83
Efficiency ratio
39.4
41.1
39.3
40.3
40.1
Number of Canadian retail branches
1,054
1,059
1,060
1,054
1,060
Average number of full-time equivalent staff
3
32,698
32,152
33,401
32,370
33,906
1
2
GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section and the Glossary of this document for additional information about
these metrics.
3
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 – Q3 2025 vs. Q3 2024
Canadian Personal and Commercial Banking net income for the quarter was $1,953 million, an increase of $81 million, or 4%, compared with the third quarter
last year, primarily reflecting higher revenue, partially offset by higher PCL and non-interest expenses. The annualized ROE for the quarter was 32.5%, compared
with 34.1%, in the third quarter last year.
Revenue for the quarter was $5,241 million, an increase of $238 million, or 5%, compared with the third quarter last year. Net interest income was
$4,239 million, an increase of $245 million, or 6%, primarily reflecting volume growth. Average loan volumes increased $22 billion, or 4%, reflecting 3% growth in
personal loans and 6% growth in business loans. Average deposit volumes increased $20 billion, or 4%, reflecting 4% growth in personal deposits and 6% growth
in business deposits. Net interest margin was 2.83%, an increase of 2 bps, primarily due to higher margins on loans, partially offset by changes to balance sheet
mix reflecting the transition of Bankers’ Acceptances (BAs) to Canadian Overnight Repo Rate Average (CORRA)-based loans. Non-interest income was
$1,002 million, a decrease of $7 million, or 1%, compared with the third quarter last year, primarily reflecting lower fees due to the transition of BAs to CORRA-
based loans in the prior year, the impact of which is offset in net interest income.
PCL for the quarter was $463 million, an increase of $28 million compared with the third quarter last year. PCL – impaired was $376 million, an increase of
$38 million, or 11%, largely reflecting credit migration in the consumer lending portfolios. PCL – performing was $87 million, a decrease of $10 million compared
with the third quarter last year. The performing provisions this quarter largely reflect further overlays for credit impacts from policy and trade uncertainty, and an
update to the macroeconomic forecast. Total PCL as an annualized percentage of credit volume was 0.31%, an increase of 1 basis point compared with the third
quarter last year.
Non-interest expenses for the quarter were $2,066 million, an increase of $99 million, or 5%, compared with the third quarter last year, primarily reflecting higher
technology spend and other operating expenses.
The efficiency ratio for the quarter was 39.4%, compared with 39.3% in the third quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Canadian Personal and Commercial Banking net income for the quarter was $1,953 million, an increase of $285 million, or 17%, compared with the prior
quarter, primarily reflecting higher revenue and lower PCL, partially offset by higher non-interest expenses. The annualized ROE for the quarter was 32.5%,
compared with 28.9% in the prior quarter.
Revenue increased $250 million, or 5%, compared with the prior quarter. Net interest income increased $216 million, or 5%, primarily reflecting more days in the
third quarter and volume growth. Average loan volumes increased $8 billion, or 1%, reflecting 1% growth in personal loans and 1% growth in business loans.
Average deposit volumes increased $4 billion, or 1%, reflecting 1% growth in personal deposits and 1% growth in business deposits. Net interest margin was
2.83%, an increase of 1 basis point, primarily driven by higher margins on loans and deposits. As we look forward to the fourth quarter, while many factors can
impact margins, we continue to expect net interest margin to be relatively stable
quarter, reflecting higher fee revenue.
PCL for the quarter was $463 million, a decrease of $159 million compared with the prior quarter. PCL – impaired was $376 million, a decrease of $52 million, or
12%, recorded across the commercial and consumer lending portfolios. PCL – performing was $87 million, a decrease of $107 million. The performing provisions
this quarter largely reflect further overlays for credit impacts from policy and trade uncertainty, and an update to the macroeconomic forecast. Total PCL as an
annualized percentage of credit volume was 0.31%, a decrease of 13 bps compared with the prior quarter.
Non-interest expenses increased $14 million, or 1% compared with the prior quarter, primarily reflecting more days in the third quarter.
The efficiency ratio was 39.4%, compared with 41.1% in the prior quarter.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Canadian Personal and Commercial Banking net income for the nine months ended July 31, 2025, was $5,452 million, an increase of $56 million, or 1%,
compared with the same period last year, reflecting higher revenue, partially offset by higher PCL and non-interest expenses. The annualized ROE for the period
was 31.0%, compared with 33.9%, in the same period last year.
Revenue for the period was $15,381 million, an increase of $655 million, or 4%, compared with the same period last year. Net interest income was
$12,397 million, an increase of $758 million, or 7%, primarily reflecting volume growth. Average loan volumes increased $22 billion, or 4%, reflecting 3% growth in
10
deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future Results” section of the Bank’s
2024 MD&A and the third quarter 2025 MD&A.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 18
personal loans and 6% growth in business loans. Average deposit volumes increased $23 billion, or 5%, reflecting 4% growth in personal deposits and 7% growth
in business deposits. Net interest margin was 2.82%, a decrease of 1 basis point, primarily due to changes to balance sheet mix reflecting the transition of BAs to
CORRA-based loans. Non-interest income was $2,984 million, a decrease of $103 million, or 3%, reflecting lower fees due to the transition of BAs to CORRA-
based loans in the prior year, the impact of which is offset in net interest income, partially offset by higher fee revenue.
PCL was $1,606 million, an increase of $281 million compared with the same period last year. PCL – impaired was $1,263 million, an increase of $164 million, or
15%, largely reflecting credit migration in the consumer lending portfolios. PCL – performing was $343 million, an increase of $117 million compared with the same
period last year. The current year performing provisions largely reflect credit impacts from policy and trade uncertainty, including overlays and updates to the
macroeconomic forecasts, and volume growth. Total PCL as an annualized percentage of credit volume was 0.37%, an increase of 6 bps compared with the same
period last year.
Non-interest expenses were $6,204 million, an increase of $296 million, or 5%, compared with the same period last year, reflecting higher technology and other
operating expenses.
The efficiency ratio was 40.3%, compared with 40.1%, for the same period last year.
U.S. Retail
Update on U.S. Balance Sheet Restructuring Activities
The Bank continued to focus on executing the balance sheet restructuring activities disclosed in the 2024 MD&A to help ensure the Bank can continue to support
customers’ financial needs in the U.S. while not exceeding the limitation on the combined total assets of TD Bank, N.A. and TD Bank USA, N.A. (the “U.S. Bank”).
This quarter, the Bank completed the repositioning of its U.S. investment portfolio by selling lower yielding investment securities and reinvesting the proceeds into
a similar composition of assets but yielding higher rates. During the third quarter of fiscal 2025, the Bank sold approximately US$5.9 billion of bonds which resulted
in a loss of US$244 million pre-tax. In the aggregate, since the announcement of the U.S. balance sheet restructuring activities on October 10, 2024, the Bank has
sold approximately US$25 billion of bonds from its U.S. investment portfolio for an aggregate loss of US$1.3 billion pre-tax. The Bank expects the net interest
income benefit from these sales to be approximately US$500 million pre-tax in fiscal 2025
The Bank now expects to reduce the U.S. Bank's assets by modestly more than 10% from the asset level as of September 30, 2024 by using excess cash to
paydown borrowings and by selling or winding down certain non-scalable or non-core U.S. loan portfolios that do not align with the U.S. Retail segment’s focused
strategy or have lower returns on investment. This reduction in assets combined with natural balance sheet run-off, is expected to be largely complete by the end
of fiscal 2025 and reduce net interest income in the U.S. Retail segment by approximately US$150 million pre-tax in fiscal 2025
During the quarter, the Bank used proceeds from the sale of the loans, investment maturities, and cash on hand, to pay down US$10 billion of short-term
borrowings. Loans were reduced by US$4 billion, reflecting run-off and sales in the non-core U.S. loan portfolios. Accordingly, as of July 31, 2025, the combined
total assets of the U.S. Bank were US$386 billion. TD Bank, N.A. reached an agreement with The Toronto-Dominion Bank and certain of its affiliates to sell
approximately US$5 billion of commercial loans at market terms. Upon closing, these loans are reflected in the Wholesale Banking segment.
As of June 30, 2025, the combined total assets of the U.S. Bank, as measured in accordance with the OCC Consent Order which utilizes the average of spot
balances of March 31, 2025, and June 30, 2025, was US$396 billion.
In the aggregate, total losses associated with the Bank’s U.S. balance sheet restructuring activities from October 10, 2024, through July 31, 2025, are
US$1,854 million pre-tax and US$1,391 million after-tax. In total, the Bank’s collective balance sheet restructuring actions are expected to result in a loss up to
US$1.5 billion after-tax, and impact capital as executed
As previously disclosed, in addition to the asset reductions identified on October 10, 2024, the Bank made the strategic decision in the second quarter to gradually
wind-down the approximately US$3 billion point of sale financing business which services third-party retailers, as part of the Bank’s efforts to reduce non-scalable
and niche portfolios that do not fit the Bank’s focused strategy. In addition, as part of the Bank’s strategic review, the U.S. Retail segment has identified additional
loans that do not align with the U.S. Retail segment’s focused strategy or have lower returns on investment and will be reduced over the course of fiscal 2026 and
beyond.
11
within the Bank’s control.
12
successfully dispose of the assets is subject to inherent risks and uncertainty and there is no guarantee that the Bank will be able to sell the assets in the timeline outlined or achieve the
purchase price which it currently expects. The ability to sell the assets will depend on market factors and conditions and any sale will likely be subject to customary closing terms and
conditions which could involve regulatory approvals which are not entirely within the Bank’s control.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 19
TABLE 12: U.S. RETAIL
(millions of dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
Canadian Dollars
2025
2025
2024
2025
2024
Net interest income – reported
$
$
$
$
$
Net interest income – adjusted
1,2
Non-interest income (loss) – reported
(445)
(351)
Non-interest income – adjusted
1,3
Total revenue – reported
Total revenue – adjusted
1,2,3
Provision for (recovery of) credit losses – impaired
Provision for (recovery of) credit losses – performing
(13)
Total provision for (recovery of) credit losses
Non-interest expenses – reported
Non-interest expenses – adjusted
1,4
Provision for (recovery of) income taxes – reported
(229)
(402)
Provision for (recovery of) income taxes – adjusted
1
U.S. Retail net income (loss) excluding Schwab – reported
(2,577)
(1,577)
U.S. Retail net income excluding Schwab – adjusted
1
Share of net income from investment in Schwab
5,6
–
U.S. Retail net income (loss) – reported
$
$
$
(2,399)
$
$
(1,022)
U.S. Retail net income – adjusted
1
U.S. Dollars
Net interest income – reported
$
$
$
$
$
Net interest income – adjusted
1,2
Non-interest income (loss) – reported
(306)
(228)
Non-interest income – adjusted
1,3
Total revenue – reported
Total revenue – adjusted
1,2,3
Provision for (recovery of) credit losses – impaired
Provision for (recovery of) credit losses – performing
(9)
Total provision for (recovery of) credit losses
Non-interest expenses – reported
Non-interest expenses – adjusted
1,4
Provision for (recovery of) income taxes – reported
(160)
(281)
Provision for (recovery of) income taxes – adjusted
1
U.S. Retail net income (loss) excluding Schwab – reported
(1,879)
(1,137)
U.S. Retail net income excluding Schwab – adjusted
1
Share of net income from investment in Schwab
5,6
–
U.S. Retail net income (loss) – reported
$
$
$
(1,750)
$
$
(728)
U.S. Retail net income – adjusted
1
Selected volumes and ratios
U.S. Retail return on common equity excluding Schwab – reported
7
%
%
(25.1)
%
%
(5.2)
%
U.S. Retail return on common equity excluding Schwab – adjusted
1,7
U.S. Retail return on common equity – reported
7
(20.9)
(3.0)
U.S. Retail return on common equity – adjusted
1,7
Net interest margin – reported
1,8
Net interest margin – adjusted
1,8
Efficiency ratio – reported
Efficiency ratio – adjusted
1
Assets under administration (billions of U.S. dollars)
9
$
$
$
$
$
Assets under management (billions of U.S. dollars)
9
Number of U.S. retail stores
Average number of full-time equivalent staff
1
document.
2
i.
US$19 million after-tax), 2025 YTD: $36 million or US$25 million ($26 million or US$19 million after-tax).
3
i.
US$572 million after-tax), 2025 YTD: $2,282 million or US$1,603 million ($1,713 million or US$1,202 million after-tax).
4
i.
ii.
$4,181 million or US$3,050 million (before and after-tax).
5
The Bank’s share of Schwab’s earnings was reported with a one-month lag. Refer to Note 7 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements for further details.
6
The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC special assessment charge were recorded in the Corporate segment.
7
Capital allocated to the business segment was 11.5% CET1 Capital.
8
Net interest margin is calculated by dividing U.S. Retail segment’s net interest income by average interest-earning assets excluding the impact related to sweep deposits arrangements
and the impact of intercompany deposits and cash collateral, which management believes better reflects segment performance. In addition, the value of tax-exempt interest income is
adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the calculation of average interest-earning assets. Net interest income and
average interest-earning assets used in the calculation are non-GAAP financial measures. Management believes this calculation better reflects segment performance.
9
For additional information about this metric, refer to the Glossary of this document.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 20
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. Retail segment. Amounts for amortization of acquired
intangibles, the acquisition and integration charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab
were recorded in the Corporate segment. Refer to “Significant Events” for further details. Beginning in the third quarter of fiscal 2025, the U.S. Retail segment no
longer includes contributions from Schwab and consequently discussions of the U.S. Retail segment's performance exclude Schwab.
Quarterly comparison – Q3 2025 vs. Q3 2024
Excluding Schwab earnings of $178 million (US$129 million) in the third quarter last year, U.S. Retail reported net income was $760 million (US$554 million), an
increase of $3,337 million (US$2,433 million), compared with the third quarter last year, primarily reflecting the impact of the charges for the global resolution of the
investigations into the Bank’s U.S. BSA/AML program in the third quarter last year and higher revenue in the current quarter, partially offset by the impact of U.S.
balance sheet restructuring activities and higher governance and control investments, including costs for U.S. BSA/AML remediation in the current quarter.
U.S. Retail adjusted net income was $956 million (US$695 million), a decrease of $33 million (US$26 million), or 3% (4% in U.S. dollars), compared with the third
quarter last year, primarily reflecting higher governance and control investments, including costs for U.S. BSA/AML remediation, partially offset by higher revenue.
The reported and adjusted annualized ROE excluding Schwab for the quarter were 7.1% and 8.9%, respectively, compared with (25.1)% and 9.6%, respectively, in
the third quarter last year.
Reported revenue for the quarter was US$2,532 million, a decrease of US$62 million, or 2%, compared with the third quarter last year. On an adjusted basis,
revenue for the quarter was US$2,720 million, an increase of US$126 million, or 5%. Reported and adjusted net interest income of US$2,256 million, increased
US$112 million, or 5%, largely reflecting the impact of U.S. balance sheet restructuring activities and higher deposit margins, partially offset by an adjustment for
client deposit rates. Reported net interest margin of 3.19% increased 17 bps due to the impact of U.S. balance sheet restructuring activities and higher deposit
margins, partially offset by an adjustment for client deposit rates. Reported non-interest income was US$276 million, a decrease of US$174 million, or 39%,
compared with the third quarter last year, reflecting the impact of U.S. balance sheet restructuring activities, partially offset by higher fee income. On an adjusted
basis, non-interest income of US$464 million increased US$14 million, or 3%, compared with the third quarter last year, reflecting higher fee income.
Average loan volumes decreased US$13 billion, or 7%, compared with the third quarter last year. Personal loans decreased 8% and business loans decreased
6%, 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, average loan volumes increased US$3 billion, or 2%
. Average deposit volumes decreased US$4 billion, or 1%, reflecting a 5% decrease
in sweep deposits and a 1% decrease in business deposits, partially offset by a 1% increase in personal deposits.
Assets under administration (AUA) were US$46 billion as at July 31, 2025, an increase of US$5 billion, or 12%, compared with the third quarter last year, and
assets under management (AUM) were US$10 billion as of July 31, 2025, an increase of US$2 billion, or 25%, compared with the third quarter last year, both
reflecting net asset growth.
PCL for the quarter was US$231 million, a decrease of US$45 million compared with the third quarter last year. PCL – impaired was US$240 million, a decrease
of US$2 million, reflecting lower provisions in the consumer lending portfolios largely offset by credit migration in the commercial lending portfolio. PCL –
performing was a recovery of US$9 million, compared with a build of US$34 million in the third quarter last year. The performing recovery this quarter largely
reflects an update to the macroeconomic forecast, partially offset by further overlays for credit impacts from policy and trade uncertainty. 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 0.52%, a decrease of 6 bps compared with
the third quarter last year.
Effective the first quarter of 2025, U.S. Retail segment non-interest expenses include certain U.S. governance and control investments, including costs for U.S.
BSA/AML remediation which were previously reported in the Corporate segment. Comparative amounts have been reclassified to conform with the presentation
adopted in the current period. Reported non-interest expenses for the quarter were US$1,732 million, a decrease of US$2,401 million, or 58%, compared to the
third quarter last year, reflecting the impact of charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program in the third quarter last
year, partially offset by higher governance and control investments including costs of US$157 million for U.S. BSA/AML remediation, and higher employee-related
expenses, in the current quarter. On an adjusted basis, non-interest expenses increased US$199 million, or 13%, reflecting higher governance and control
investments, including costs for U.S. BSA/AML remediation, and higher employee-related expenses.
The reported and adjusted efficiency ratios for the quarter were 68.4% and 63.7%, respectively, compared with 159.3% and 59.1%, respectively, in the third
quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Excluding Schwab earnings of $78 million (US$54 million) in the prior quarter, U.S. Retail reported net income was $760 million (US$554 million), an increase of
$718 million (US$519 million), compared with the prior quarter, primarily 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. U.S. Retail adjusted net income was $956 million
(US$695 million), an increase of $67 million (US$69 million), or 8% (11% in U.S. dollars), compared to the prior quarter, primarily reflecting lower PCL, partially
offset by higher governance and control investments, including costs for U.S. BSA/AML remediation. The reported and adjusted annualized ROE excluding
Schwab for the quarter were 7.1% and 8.9%, respectively, compared with 0.5% and 8.3%, respectively, in the prior quarter.
Reported revenue was US$2,532 million, an increase of US$702 million, or 38%, compared with the prior quarter. On an adjusted basis, revenue was
US$2,720 million, an increase of US$102 million, or 4%, compared with the prior quarter. Reported net interest income of US$2,256 million increased
US$120 million, or 6%, and adjusted net interest income increased $95 million, or 4%, driven by the impact of U.S. balance sheet restructuring activities, and
higher deposit margins. Reported net interest margin of 3.19% increased 19 bps, and adjusted net interest margin of 3.19% increased 15 bps, due to impact of
U.S. balance sheet restructuring activities, normalization of elevated liquidity levels (which positively impacted net interest margin by 7 bps), and higher deposit
margins.
Net interest margin is expected to
moderately
expand
in the fourth quarter
. Reported
non
-
interest income was US$276 million, compared with reported
non-interest loss of US$306 million in the prior quarter, reflecting the impact of U.S. balance sheet restructuring activities, and higher fee revenue. On an adjusted
basis, non-interest income of US$464 million increased US$7 million, or 2%, compared with the prior quarter, reflecting higher fee revenue.
Average loan volumes decreased US$7 billion, or 4%, compared with the prior quarter, reflecting a 5% decrease in personal loans and a 2% decrease in
business loans, reflecting the impact of U.S. balance sheet restructuring activities. Excluding the impact of the loan portfolios identified for sale or run-off under our
13
auto dealer portfolio, and other non-core portfolios. Q3 2025 average loan volumes: US$180 billion (Q2 2025: US$187 billion; 2025 YTD: US$186 billion; Q3 2024: US$193 billion;
2024 YTD: US$192 billion). Q3 2025 average loan volumes of loan portfolios identified for sale or run-off: US$20 billion (Q2 2025: US$28 billion; 2025 YTD: US$27 billion; Q3 2024:
US$36 billion; 2024 YTD: US$37 billion). Q3 2025 average loan volumes excluding loan portfolios identified for sale or run-off: US$160 billion (Q2 2025: US$159 billion; 2025 YTD:
US$159 billion; Q3 2024: US$157 billion; 2024 YTD: US$155 billion).
14
document.
15
execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect
Future Results” section of this document.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 21
U.S. balance sheet restructuring program, average loan volumes increased US$1 billion, or 1%
Average deposit volumes decreased US$4 billion, or 1%,
compared with the prior quarter, reflecting a 3% decrease in sweep deposits and a 2% decrease in personal deposits, partially offset by a 1% increase in business
deposits.
AUA were US$46 billion as at July 31, 2025, an increase of US$1 billion, or 2%, compared with the prior quarter. AUM were US$10 billion, an increase of
US$1 billion or 11%, compared with the prior quarter.
PCL for the quarter was US$231 million, a decrease of US$80 million compared with the prior quarter. PCL – impaired was US$240 million, an increase of
US$24 million, or 11%, largely reflecting credit migration in the commercial lending portfolio. PCL – performing was a recovery of US$9 million, compared with a
build of US$95 million in the prior quarter. The performing recovery this quarter largely reflects an update to the macroeconomic forecast, partially offset by further
overlays for credit impacts from policy and trade uncertainty. 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 0.52%, a decrease of 18 bps compared with the prior quarter.
Non-interest expenses for the quarter were US$1,732 million, an increase of US$88 million, or 5%, compared with the prior quarter, reflecting higher governance
and control investments, including costs for U.S. BSA/AML remediation and higher legal expenses, partially offset by lower employee-related costs.
The reported and adjusted efficiency ratios for the quarter were 68.4% and 63.7%, respectively, compared with 89.8% and 62.8%, respectively, in the prior
quarter.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Excluding Schwab earnings of $277 million (US$196 million) and $555 million (US$ 409 million), in the current year and prior year, respectively, U.S. Retail
reported net income for the nine months ended July 31, 2025, was $945 million (US$694 million), an increase of $2,522 million (US$1,831 million), compared with
the same period last year, reflecting the impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program and FDIC
special assessment charge, in the same period last year, and higher revenue, partially offset by the impact of U.S. balance sheet restructuring activities, higher
non-interest expenses. U.S. Retail adjusted net income was $2,684 million (US$1,915 million), a decrease of $307 million (US$280 million), or 10% (13% in U.S.
dollars), primarily reflecting higher non-interest expenses, partially offset by higher revenue. The reported and adjusted annualized ROE excluding Schwab for the
period were 3.0% and 8.2%, respectively, compared with (5.2)% and 10.0%, respectively, in the same period last year.
Reported revenue for the period was US$6,324 million, a decrease of US$1,397 million, or 18%, compared with the same period last year. On an adjusted basis,
revenue for the period was US$7,952 million, an increase of US$231 million, or 3%, compared with the same period last year. Reported net interest income of
US$6,552 million increased US$173 million, or 3%, and adjusted net interest income of US$6,577 million increased US$198 million, or 3%, reflecting the impact of
U.S. balance sheet restructuring activities and higher deposit margins. Reported net interest margin of 3.02% increased 1 basis point, and adjusted net interest
margin of 3.03% increased 2 bps, due to U.S. balance sheet restructuring activities and higher deposit margins. Reported non-interest loss of US$228 million,
compared with reported non-interest income of US$1,342 million in the same period last year, primarily reflecting the impact of U.S. balance sheet restructuring
activities, partially offset by higher fee revenue. On an adjusted basis, non-interest income of US$1,375 million increased US$33 million, or 2%, primarily reflecting
higher fee revenue.
Average loan volumes for the period decreased $6 billion, or 3%, compared with the same period last year, reflecting a 4% decrease in business loans and a 2%
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$7 billion, or 2%,
reflecting an 8% decrease in sweep deposits and a 3% decrease in business deposits, partially offset by a 2% increase in personal deposits compared with the
same period last year.
PCL was US$860 million, an increase of US$19 million compared with the same period last year. PCL – impaired was US$827 million, an increase of
US$77 million, or 10%, largely reflecting credit migration in the commercial lending portfolio and the adoption impact of a model update in the credit card portfolio.
PCL – performing was US$33 million, a decrease of US$58 million compared with the same period last year. The current year performing provisions largely reflect
credit impacts from policy and trade uncertainty, including overlays and updates to the macroeconomic forecasts, partially offset by lower volume and the adoption
impact of a model update in the credit card portfolio. 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 0.63%, an increase of 4 bps, compared with the same period last year.
Reported non-interest expenses for the period were US$5,051 million, a decrease of US$2,877 million, or 36%, compared with the same period last year,
reflecting the impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program, in the same period last year, partially
offset by higher governance and control investments, including costs for U.S. BSA/AML remediation, and higher employee-related expenses. On an adjusted
basis, non-interest expenses increased US$548 million, or 12%, reflecting higher governance and control investments, including costs for U.S. BSA/AML
remediation, and higher employee-related expenses. For fiscal 2026, non-interest expenses are expected to grow in the mid-single digit range
The reported and adjusted efficiency ratios for the period were 79.9% and 63.5%, respectively, compared with 102.7% and 58.3%, respectively, for the same
period last year.
THE CHARLES SCHWAB CORPORATION
Refer to Note 7, Investment in Associates and Joint Ventures of the Bank’s third quarter 2025 Interim Consolidated Financial Statements for further information on
Schwab.
16
The Bank’s expectations regarding expense growth are based on the assumptions regarding certain factors, including the Bank’s ability to successfully execute against its governance
and control initiatives, including U.S. BSA/AML remediation, the timing of business investments, and productivity and restructuring savings. Refer to the “Risk Factors That May Affect
Future Results” section of the 2024 MD&A for additional information about risks and uncertainties that may impact the Bank's estimates.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 22
TABLE 13: WEALTH MANAGEMENT AND INSURANCE
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Net interest income
$
373
$
362
$
316
$
1,104
$
905
Non-interest income
3,300
3,141
3,033
9,670
8,693
Total revenue
3,673
3,503
3,349
10,774
9,598
Insurance service expenses
1
1,563
1,417
1,669
4,487
4,283
Non-interest expenses
1,155
1,131
1,104
3,459
3,178
Provision for (recovery of) income taxes
252
248
146
738
531
Net income
$
703
$
707
$
430
$
2,090
$
1,606
Selected volumes and ratios
Return on common equity
44.7
%
46.8
%
27.1
%
44.7
%
35.0
%
Return on common equity – Wealth Management
2
62.4
57.8
52.6
60.7
50.4
Return on common equity – Insurance
24.7
33.5
1.9
26.4
18.7
Efficiency ratio
31.4
32.3
33.0
32.1
33.1
Efficiency ratio, net of ISE
3
54.7
54.2
65.7
55.0
59.8
Assets under administration (billions of Canadian dollars)
4
$
709
$
654
$
632
$
709
$
632
Assets under management (billions of Canadian dollars)
572
542
523
572
523
Average number of full-time equivalent staff
15,443
15,190
15,016
15,271
15,272
1
2
3
2025 YTD: $6,287 million, Q3 2024: $1,680 million, 2024 YTD: $5,315 million. Total revenue, net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial
Measures” in the “How We Performed” section and the Glossary of this document for additional information about this metric.
4
Includes
AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial Banking segment.
Quarterly comparison – Q3 2025 vs. Q3 2024
Wealth Management and Insurance net income for the quarter was $703 million, an increase of $273 million, or 63%, compared with the third quarter last year,
reflecting Wealth Management net income of $521 million, an increase of $106 million, or 26%, compared with the third quarter last year, and Insurance net
income of $182 million, an increase of $167 million, compared with the third quarter last year. The annualized ROE for the quarter was 44.7%, compared with
27.1% in the third quarter last year. Wealth Management annualized ROE for the quarter was 62.4%, compared with 52.6% in the third quarter last year, and
Insurance annualized ROE for the quarter was 24.7% compared with 1.9% in the third quarter last year.
Revenue for the quarter was $3,673 million, an increase of $324 million, or 10%, compared with the third quarter last year. Non-interest income was
$3,300 million, an increase of $267 million, or 9%, reflecting higher insurance premiums, fee-based revenue, and transaction revenue. Net interest income was
$373 million, an increase of $57 million, or 18%, compared with the third quarter last year, reflecting higher deposit volumes and margins.
AUA were $709 billion as at July 31, 2025, an increase of $77 billion, or 12%, and AUM were $572 billion as at July 31, 2025, an increase of $49 billion, or 9%,
compared with the third quarter last year, both reflecting market appreciation and net asset growth.
Insurance service expenses for the quarter were $1,563 million, a decrease of $106 million, or 6%, compared with the third quarter last year, primarily reflecting
lower estimated losses from catastrophe claims.
Non-interest expenses for the quarter were $1,155 million, an increase of $51 million, or 5%, compared with the third quarter last year, reflecting higher variable
compensation commensurate with higher revenues and increased technology investments, partially offset by prior year provisions related to litigation matters.
The efficiency ratio for the quarter was 31.4%, compared with 33.0% in the third quarter last year. The efficiency ratio, net of ISE for the quarter was 54.7%,
compared with 65.7% in the third quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Wealth Management and Insurance net income for the quarter was $703 million, relatively flat compared with the prior quarter, reflecting Wealth Management net
income of $521 million, an increase of $41 million, or 9%, compared with the prior quarter, and Insurance net income of $182 million, a decrease of $45 million, or
20%, compared with the prior quarter. The annualized ROE for the quarter was 44.7%, compared with 46.8% in the prior quarter. Wealth Management annualized
ROE for the quarter was 62.4%, compared with 57.8% in the prior quarter, and Insurance annualized ROE for the quarter was 24.7% compared with 33.5% in the
prior quarter.
Revenue increased $170 million, or 5%, compared with the prior quarter. Non-interest income increased $159 million, or 5%, reflecting higher insurance
premiums and higher fee-based revenue. Net interest income increased $11 million, or 3%, reflecting the effect of more days in the third quarter and higher deposit
volumes.
AUA increased $55 billion, or 8%, and AUM increased $30 billion, or 6%, compared with the prior quarter, both reflecting market appreciation.
Insurance service expenses for the quarter increased $146 million, or 10%, compared with the prior quarter, primarily driven by claims seasonality.
Non-interest expenses for the quarter were $1,155 million, an increase of $24 million or 2%, compared with the prior quarter, primarily reflecting higher variable
compensation.
The efficiency ratio for the quarter was 31.4%, compared with 32.3% in the prior quarter. The efficiency ratio, net of ISE for the quarter was 54.7%, compared
with 54.2% in the prior quarter.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Wealth Management and Insurance net income for the nine months ended July 31, 2025, was $2,090 million, an increase of $484 million, or 30%, compared with
the same period last year, reflecting Wealth Management net income of $1,513 million, an increase of $325 million, or 27%, compared with the same period last
year, and Insurance net income of $577 million, an increase of $159 million, or 38%, compared with the same period last year. The annualized ROE for the period
was 44.7%, compared with 35.0%, in the same period last year. Wealth Management annualized ROE for the period was 60.7%, compared with 50.4% in the
same period last year, and Insurance annualized ROE for the period was 26.4% compared with 18.7% in the same period last year.
Revenue for the period was $10,774 million, an increase of $1,176 million, or 12%, compared with same period last year. Non-interest income increased
$977 million, or 11%, reflecting higher insurance premiums, fee-based revenue, and transaction revenue. Net interest income increased $199 million, or 22%,
reflecting higher deposit volumes and margins.
Insurance service expenses were $4,487 million, an increase of $204 million, or 5%, compared with the same period last year, primarily due to increased claims
severity, partially offset by lower estimated losses from catastrophe claims.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 23
Non-interest expenses were $3,459 million, an increase of $281 million, or 9%, compared with the same period last year, reflecting higher variable compensation
commensurate with higher revenues and increased technology investments, partially offset by prior year provisions related to litigation matters.
The efficiency ratio for the period was 32.1%, compared with 33.1% for the same period last year. The efficiency ratio, net of ISE for the period was 55.0%,
compared with 59.8% in the same period last year.
TABLE 14: WHOLESALE BANKING
1
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Net interest income (loss) (TEB)
$
110
$
45
$
(26)
$
48
$
361
Non-interest income
1,953
2,084
1,821
6,144
5,154
Total revenue
2,063
2,129
1,795
6,192
5,515
Provision for (recovery of) credit losses – impaired
63
61
109
157
113
Provision for (recovery of) credit losses – performing
8
62
9
109
70
Total provision for (recovery of) credit losses
71
123
118
266
183
Non-interest expenses – reported
1,493
1,461
1,310
4,489
4,240
Non-interest expenses – adjusted
1,2
1,461
1,427
1,232
4,371
3,943
Provision for (recovery of) income taxes (TEB) – reported
101
126
50
321
209
Provision for (recovery of) income taxes (TEB) – adjusted
1
108
134
68
347
273
Net income – reported
$
398
$
419
$
317
$
1,116
$
883
Net income – adjusted
1
423
445
377
1,208
1,116
Selected volumes and ratios
Trading-related revenue (TEB)
3
$
873
$
856
$
726
$
2,633
$
2,149
Average gross lending portfolio (billions of Canadian dollars)
4
96.8
103.1
97.4
100.3
96.6
Return on common equity – reported
5
9.3
%
10.2
%
7.8
%
9.0
%
7.5
%
Return on common equity – adjusted
1,5
9.9
10.9
9.4
9.7
9.4
Efficiency ratio – reported
72.4
68.6
73.0
72.5
76.9
Efficiency ratio – adjusted
1
70.8
67.0
68.6
70.6
71.5
Average number of full-time equivalent staff
7,342
6,970
7,018
7,078
7,065
1
document.
2
($26 million after tax), 2025 YTD: $118 million ($92 million after tax), Q3 2024: $78 million ($60 million after tax), 2024 YTD: $297 million ($233 million after tax).
3
of $1,104 million (Q2 2025: $1,128 million, 2025 YTD: $3,540 million, Q3 2024: $1,058 million, 2024 YTD: $2,653 million). Trading-related revenue (TEB) is a non-GAAP financial
measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section and the Glossary of this document for additional information about this metric.
4
5
Quarterly comparison – Q3 2025 vs. Q3 2024
Wholesale Banking reported net income for the quarter was $398 million, an increase of $81 million, or 26%, compared with the third quarter last year, primarily
reflecting higher revenues, and lower PCL, partially offset by higher non-interest expenses, and income taxes. On an adjusted basis, net income was $423 million,
an increase of $46 million, or 12%, compared with the third quarter last year.
Revenue for the quarter was $2,063 million, an increase of $268 million, or 15%, compared with the third quarter last year. Higher revenue primarily reflects
higher fixed income trading-related revenue, and underwriting fees.
PCL for the quarter was $71 million, a decrease of $47 million compared with the third quarter last year. PCL – impaired was $63 million, a decrease of
$46 million compared with the prior year, reflecting a lower pace of credit migration in the current quarter. PCL – performing was $8 million, a decrease of
$1 million.
Reported non-interest expenses for the quarter were $1,493 million, an increase of $183 million, or 14%, compared with the third quarter last year, primarily
reflecting higher technology and front office costs, variable compensation, and higher spend supporting regulatory and business projects, partially offset by lower
acquisition and integration-related costs. On an adjusted basis, non-interest expenses were $1,461 million, an increase of $229 million, or 19%.
Quarterly comparison – Q3 2025 vs. Q2 2025
Wholesale Banking reported net income for the quarter was $398 million, a decrease of $21 million, or 5%, compared with the prior quarter, primarily reflecting
lower revenues and higher non-interest expenses, partially offset by lower PCL, and income taxes. On an adjusted basis, net income was $423 million, a decrease
of $22 million, or 5%.
Revenue for the quarter decreased $66 million, or 3%, compared with the prior quarter. Lower revenue primarily reflects lower underwriting fees, including fees
associated with the sale of Schwab shares recorded in the prior quarter, partially offset by higher advisory fees and the net change in fair value of the equity
investment portfolio.
PCL for the quarter was $71 million, a decrease of $52 million compared with the prior quarter. PCL – impaired was $63 million, an increase of $2 million,
primarily reflecting a few impairments across various industries. PCL – performing was $8 million, a decrease of $54 million, largely reflecting lower performing
build for credit impacts from policy and trade uncertainty.
Reported non-interest expenses for the quarter increased $32 million, or 2%, compared with the prior quarter, primarily reflecting higher operating expenses,
and variable compensation, partially offset by the impact of foreign exchange translation. On an adjusted basis, non-interest expenses increased $34 million, or
2%.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Wholesale Banking reported net income for the nine months ended July 31, 2025 was $1,116 million, an increase of $233 million, or 26%, compared with the same
period last year, reflecting higher revenues, partially offset by higher non-interest expenses, income taxes, and PCL. On an adjusted basis, net income was
$1,208 million, an increase of $92 million, or 8%.
Revenue was $6,192 million, an increase of $677 million, or 12%, compared with the same period last year. Higher revenue primarily reflects higher trading-
related revenue, and underwriting fees, including fees associated with the sale of Schwab shares, partially offset by the net change in fair value of loan
underwriting commitments, and lower advisory fees.
PCL was $266 million, an increase of $83 million compared with the same period last year. PCL – impaired was $157 million, an increase of $44 million,
primarily reflecting a small number of impairments across various industries. PCL – performing was $109 million, an increase of $39 million. The current year
performing provisions primarily reflect credit impacts from policy and trade uncertainty, including overlays and updates to the macroeconomic forecast.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 24
Reported non-interest expenses were $4,489 million, an increase of $249 million, or 6%, compared with the same period last year, reflecting higher front office
and technology costs, volume related expenses, variable compensation, higher spend supporting regulatory and business projects, and the impact of foreign
exchange translation, partially offset by lower acquisition and integration-related costs, and the impact of a provision related to the U.S. record keeping and trading
regulatory matters recorded in the same period last year. On an adjusted basis, non-interest expenses were $4,371 million, an increase of $428 million, or 11%.
TABLE 15: CORPORATE
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Net income (loss) – reported
$
(478)
$
8,215
$
(401)
$
7,378
$
(1,656)
Adjustments for items of note
Amortization of acquired intangibles
33
43
64
137
230
Acquisition and integration charges related to the Schwab transaction
–
–
21
–
74
Share of restructuring and other charges from investment in Schwab
–
–
–
–
49
Restructuring charges
333
163
110
496
566
Impact from the terminated FHN acquisition-related capital hedging strategy
55
47
62
156
183
Gain on sale of Schwab shares
–
(8,975)
–
(8,975)
–
Civil matter provision
–
–
–
–
274
Less: impact of income taxes
107
(346)
56
(217)
312
Net income (loss) – adjusted
1
$
(164)
$
(161)
$
(200)
$
(591)
$
(592)
Decomposition of items included in net income (loss) – adjusted
Net corporate expenses
2
$
(477)
$
(431)
$
(302)
$
(1,278)
$
(857)
Other
313
270
102
687
265
Net income (loss) – adjusted
1
$
(164)
$
(161)
$
(200)
$
(591)
$
(592)
Selected volumes
Average number of full-time equivalent staff
3
18,725
18,356
17,816
18,293
18,092
1
document.
2
3
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 – Q3 2025 vs. Q3 2024
Corporate segment’s reported net loss for the quarter was $478 million, compared with a reported net loss of $401 million in the third quarter last year. The higher
net loss primarily reflects higher net corporate expenses and restructuring charges, partially offset by higher revenue from treasury and balance sheet activities in
the current quarter. Net corporate expenses increased $175 million compared to the third quarter last year, primarily reflecting higher governance and control
costs. The adjusted net loss for the quarter was $164 million, compared with an adjusted net loss of $200 million in the third quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Corporate segment’s reported net loss for the quarter was $478 million, compared with a reported net income of $8,215 million in the prior quarter. The
quarter-over-quarter decrease primarily reflects the gain on the Schwab sale transaction in the prior quarter and higher restructuring charges in the current quarter.
The adjusted net loss for the quarter was $164 million, compared with an adjusted net loss of $161 million in the prior quarter.
Year-to-date comparison – Q3 2025 vs. Q3 2024
Corporate segment’s reported net income for the nine months ended July 31, 2025 was $7,378 million, compared with a reported net loss of $1,656 million in the
same period last year. The period-over-period increase primarily reflects the gain on the Schwab sale transaction and higher revenue from treasury and balance
sheet activities, partially offset by higher net corporate expenses in the current period.
Net corporate expenses increased $421 million compared to the same
period last year, primarily reflecting higher governance and control costs. The adjusted net loss for the nine months ended July 31, 2025 was $591 million,
compared with an adjusted net loss of $592 million in the same period last year.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 25
QUARTERLY RESULTS
The following table provides summary information related to the Bank’s eight most recently completed quarters.
TABLE 16: QUARTERLY RESULTS
(millions of Canadian dollars, except as noted)
For the three months ended
2025
2024
2023
Jul. 31
Apr. 30
Jan. 31
Oct. 31
Jul. 31
Apr. 30
Jan. 31
Oct. 31
Net interest income
$
8,526
$
8,125
$
7,866
$
7,940
$
7,579
$
7,465
$
7,488
$
7,494
Non-interest income
6,771
14,812
6,183
7,574
6,597
6,354
6,226
5,684
Total revenue
15,297
22,937
14,049
15,514
14,176
13,819
13,714
13,178
Provision for (recovery of) credit losses
971
1,341
1,212
1,109
1,072
1,071
1,001
878
Insurance service expenses
1,563
1,417
1,507
2,364
1,669
1,248
1,366
1,346
Non-interest expenses
8,522
8,139
8,070
8,050
11,012
8,401
8,030
7,628
Provision for (recovery of) income taxes
905
985
698
534
794
729
634
616
Share of net income from investment in Schwab
–
74
231
178
190
194
141
156
Net income (loss) – reported
3,336
11,129
2,793
3,635
(181)
2,564
2,824
2,866
Pre-tax adjustments for items of note
1
Amortization of acquired intangibles
33
43
61
60
64
72
94
92
Acquisition and integration charges related to the
Schwab transaction
–
–
–
35
21
21
32
31
Share of restructuring and other charges from
investment in Schwab
–
–
–
–
–
–
49
35
Restructuring charges
333
163
–
–
110
165
291
363
Acquisition and integration-related charges
32
34
52
82
78
102
117
197
Impact from the terminated FHN acquisition-related
capital hedging strategy
55
47
54
59
62
64
57
64
Gain on sale of Schwab shares
–
(8,975)
–
(1,022)
–
–
–
–
U.S. balance sheet restructuring
262
1,129
927
311
–
–
–
–
Indirect tax matters
2,3
–
–
–
226
–
–
–
–
Civil matter provision
–
–
–
–
–
274
–
–
FDIC special assessment
–
–
–
(72)
–
103
411
–
Global resolution of the investigations into the
Bank’s U.S. BSA/AML program
–
–
–
52
3,566
615
–
–
Total pre-tax adjustments for items of note
1
715
(7,559)
1,094
(269)
3,901
1,416
1,051
782
Less: Impact of income taxes
180
(56)
264
161
74
191
238
163
Net income – adjusted
1
3,871
3,626
3,623
3,205
3,646
3,789
3,637
3,485
Preferred dividends and distributions on other
equity instruments
88
200
86
193
69
190
74
196
Net income available to common
shareholders – adjusted
1
$
3,783
$
3,426
$
3,537
$
3,012
$
3,577
$
3,599
$
3,563
$
3,289
(Canadian dollars, except as noted)
Basic earnings (loss) per share
Reported
$
1.89
$
6.28
$
1.55
$
1.97
$
(0.14)
$
1.35
$
1.55
$
1.48
Adjusted
1
2.20
1.97
2.02
1.72
2.05
2.04
2.01
1.82
Diluted earnings (loss) per share
Reported
1.89
6.27
1.55
1.97
(0.14)
1.35
1.55
1.48
Adjusted
1
2.20
1.97
2.02
1.72
2.05
2.04
2.00
1.82
Return on common equity – reported
11.3
%
39.1
%
10.1
%
13.4
%
(1.0)
%
9.5
%
10.9
%
10.5
%
Return on common equity – adjusted
1
13.2
12.3
13.2
11.7
14.1
14.5
14.1
12.9
(billions of Canadian dollars, except as noted)
Average total assets
$
2,112
$
2,156
$
2,063
$
2,035
$
1,968
$
1,938
$
1,934
$
1,910
Average interest-earning assets
4
1,855
1,894
1,883
1,835
1,778
1,754
1,729
1,715
Net interest margin – reported
1.82
%
1.76
%
1.66
%
1.72
%
1.70
%
1.73
%
1.72
%
1.73
%
Net interest margin – adjusted
1
1.83
1.78
1.67
1.74
1.71
1.75
1.74
1.75
1
Performed” section of this document.
2
3
4
Performed” section and the Glossary of this document for additional information about these metrics.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 26
BALANCE SHEET REVIEW
TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Assets
Cash and Interest-bearing deposits with banks
$
121,140
$
176,367
Trading loans, securities, and other
205,679
175,770
Non-trading financial assets at fair value through profit or loss
6,369
5,869
Derivatives
75,950
78,061
Financial assets designated at fair value through profit or loss
6,576
6,417
Financial assets at fair value through other comprehensive income
122,894
93,897
Debt securities at amortized cost, net of allowance for credit losses
245,525
271,615
Securities purchased under reverse repurchase agreements
228,280
208,217
Loans, net of allowance for loan losses
936,090
949,549
Investment in Schwab
–
9,024
Other
86,659
86,965
Total assets
$
2,035,162
$
2,061,751
Liabilities
Trading deposits
$
33,102
$
30,412
Derivatives
72,030
68,368
Financial liabilities designated at fair value through profit or loss
194,626
207,914
Deposits
1,256,922
1,268,680
Obligations related to securities sold under repurchase agreements
207,858
201,900
Subordinated notes and debentures
10,496
11,473
Other
134,734
157,844
Total liabilities
1,909,768
1,946,591
Total equity
125,394
115,160
Total liabilities and equity
$
2,035,162
$
2,061,751
Total assets
depreciation in the Canadian dollar decreased total assets by $4 billion.
The decrease in total assets reflects a decrease in cash and interest-bearing deposits with banks of $55 billion, debt securities at amortized cost of $26 billion,
loans, net of allowances for loan losses of $14 billion, investment in Schwab of $9 billion, and derivative assets of $2 billion. The decrease was partially offset by
an increase in trading loans, securities, and other of $30 billion, financial assets at fair value through other comprehensive income (FVOCI) of $29 billion, and
securities purchased under reverse repurchase agreements of $20 billion.
Cash and interest-bearing deposits with banks
decreased $55 billion primarily reflecting cash management activities in Canada and the reduction of excess
liquidity in relation to the U.S. balance sheet restructuring activities, partially offset by proceeds from the sale of Schwab.
Trading loans, securities, and other
increased $30 billion primarily in commodities held for trading, equity securities, government securities held for trading, and
securitized mortgages.
Derivative
assets
decreased $2 billion primarily reflecting changes in mark-to-market values of interest rate contracts, partially offset by an increase in equity
contracts.
Financial assets at fair value through other comprehensive income
partially offset by maturities and sales.
Debt securities at amortized cost, net of allowance for credit losses
balance sheet restructuring activities, partially offset by new investments.
Securities purchased under reverse repurchase agreements
increased $20 billion
primarily
reflecting an increase in volume.
Loans, net of allowance for loan losses
decreased $14 billion primarily reflecting the impact of deconsolidation of U.S. asset-backed commercial paper (ABCP)
conduits, sale of U.S. residential mortgage loans (correspondent lending loans) in relation to the U.S. balance sheet restructuring activities, and the impact of
foreign exchange translation, partially offset by volume growth in consumer instalment and other personal loans.
Investment in Schwab
decreased by $9 billion, which reflects the sale of the Bank’s entire remaining equity investment in Schwab on February 12, 2025.
Total liabilities
depreciation in the Canadian dollar decreased total liabilities by $4 billion.
The decrease in total liabilities reflects a decrease in other liabilities of $23 billion, financial liabilities designated at fair value through profit or loss (FVTPL) of
$13 billion, deposits of $12 billion, and subordinated notes and debentures of $1 billion. The decrease was partially offset by an increase in obligations related to
securities sold under repurchase agreements of $6 billion, derivative liabilities of $3 billion, and trading deposits of $3 billion.
Trading deposits
increased $3 billion primarily reflecting new issuances.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 27
Derivative
liabilities
increased $3 billion primarily reflecting changes in mark-to-market values of equity and foreign exchange contracts, partially offset by a
decrease in interest rate contracts.
Financial liabilities designated at fair value through profit or loss
Deposits
decreased $12 billion primarily reflecting lower volume in bank deposits, including higher payments on advances to Federal Home Loan Bank (FHLB),
and the impact of foreign exchange translation, partially offset by volume increase in personal and business and government deposits.
Obligations related to securities sold under repurchase agreements
increased $6 billion primarily reflecting an increase in volume.
Subordinated notes and debentures
Other
and clients due to lower volumes of pending trades, and decrease in provision for investigations related to the Bank’s U.S. BSA/AML program due to payments.
Equity
was $125 billion as at July 31, 2025, an increase of $10 billion from October 31, 2024. The increase primarily reflects an increase in retained earnings and
gains in AOCI. The retained earnings increased as a result of higher income generated from the sale of investment in Schwab. The increase in AOCI is primarily
driven by gains on cash flow hedges and the Bank’s share of the other comprehensive income from investment in Schwab.
CREDIT PORTFOLIO QUALITY
Quarterly comparison – Q3 2025 vs. Q3 2024
Gross impaired loans were $5,334 million as at July 31, 2025, an increase of $1,164 million, or 28%, compared with the third quarter last year. Canadian Personal
and Commercial Banking gross impaired loans increased $188 million, or 11%, compared with the third quarter last year, reflecting formations outpacing
resolutions in the consumer lending portfolios. U.S. Retail gross impaired loans increased $596 million, or 26%, compared with the third quarter last year, reflecting
formations outpacing resolutions in the commercial and consumer lending portfolios, and the impact of foreign exchange. Wholesale gross impaired loans
increased $381 million, compared with the third quarter last year, reflecting credit migration driven by a few impairments across various industries. Net impaired
loans were $3,672 million as at July 31, 2025, an increase of $767 million, or 26%, compared with the third quarter last year.
The allowance for credit losses of $9,705 million as at July 31, 2025 was comprised of Stage 3 allowance for impaired loans of $1,671 million, Stage 2 allowance
of $4,849 million and Stage 1 allowance of $3,181 million, and the allowance for debt securities of $4 million. The Stage 1 and 2 allowances are for performing
loans and off-balance sheet instruments.
The Stage 3 allowance for loan losses increased $393 million, or 31%, reflecting credit migration in the business and government and consumer lending
portfolios. The Stage 1 and Stage 2 allowance for loan losses increased $474 million, or 6%, largely reflecting reserve build related to elevated uncertainty
associated with policy and trade. The allowance change included a decrease of $1 million attributable to the retailer program partners’ share of the U.S. strategic
cards portfolio.
Forward-looking information, including macroeconomic variables deemed to be predictive of expected credit losses (ECLs) based on the Bank’s experience, is
used to determine ECL scenarios and associated probability weights to determine the probability-weighted ECLs. Each quarter, all base forecast macroeconomic
variables are refreshed, resulting in new upside and downside macroeconomic scenarios. The probability weightings assigned to each ECL scenario are also
reviewed each quarter and updated as required, as part of the Bank’s ECL governance process. As a result of periodic reviews and quarterly updates, the
allowance for credit losses may be revised to reflect updates in loss estimates based on the Bank’s recent loss experience and its forward-looking views. The Bank
periodically reviews the methodology and has performed certain additional quantitative and qualitative portfolio and loan level assessments of significant increase
in credit risk. Refer to Note 3 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements for further details on forward-looking information.
The probability-weighted allowance for credit losses reflects the Bank’s forward-looking views.
To
the extent that certain anticipated effects cannot be fully
incorporated into quantitative models, management continues to exercise expert credit judgment in determining the amount of ECLs, including for risks related to
elevated uncertainty associated with policy and trade, and such adjustments will be updated as appropriate in future quarters as additional information becomes
available. Refer to Note 4 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements for additional details.
The Bank calculates allowances for ECLs on debt securities measured at amortized cost and FVOCI. The Bank has $365 billion in such debt securities, all of
which are performing (Stage 1 and 2) and none are impaired (Stage 3). The allowance for credit losses was $2 million for debt securities at amortized cost (DSAC)
and $2 million for debt securities at FVOCI, for a total of $4 million, flat, compared with the third quarter last year.
Quarterly comparison – Q3 2025 vs. Q2 2025
Gross impaired loans increased $468 million, or 10%, compared with the prior quarter, largely related to new formations outpacing resolutions in the Wholesale
Banking, and U.S. Commercial lending portfolios. Impaired loans net of allowance increased $434 million, or 13%, compared with the prior quarter.
The allowance for credit losses of $9,705 million as at July 31, 2025 was comprised of Stage 3 allowance for impaired loans of $1,671 million, Stage 2 allowance
of $4,849 million and Stage 1 allowance of $3,181 million, and the allowance for debt securities of $4 million. The Stage 1 and 2 allowances are for performing
loans and off-balance sheet instruments. The Stage 3 allowance for loan losses increased $39 million, or 2%, compared with the prior quarter, reflecting credit
migration in the business and government lending portfolios. The Stage 1 and Stage 2 allowance for loan losses increased $78 million, or 1%, compared with the
prior quarter, reflective of further reserve build related to elevated uncertainty associated with policy and trade.
The allowance for debt securities decreased by $1 million, compared to the prior quarter.
For further details on loans, impaired loans, allowance for credit losses, and on the Bank’s use of forward-looking information and macroeconomic variables in
determining its allowance for credit losses, refer to Note 6 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 28
TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES
1,2
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
Personal, Business, and Government Loans
Impaired loans as at beginning of period
$
4,866
$
5,453
$
3,895
$
4,949
$
3,299
Classified as impaired during the period
2,433
2,031
2,056
6,896
5,998
Transferred to performing during the period
(331)
(451)
(264)
(1,109)
(840)
Net repayments
(595)
(688)
(541)
(1,815)
(1,314)
Disposals of loans
(18)
–
–
(65)
(10)
Amounts written off
(1,045)
(1,315)
(979)
(3,504)
(2,976)
Exchange and other movements
24
(164)
3
(18)
13
Impaired loans as at end of period
$
5,334
$
4,866
$
4,170
$
5,334
$
4,170
1
2
TABLE 19: ALLOWANCE FOR CREDIT LOSSES
(millions of Canadian dollars, except as noted)
As at
July 31
April 30
July 31
2025
2025
2024
Allowance for loan losses for on-balance sheet loans
Stage 1 allowance for loan losses
$
2,732
$
2,645
$
2,481
Stage 2 allowance for loan losses
4,288
4,340
4,065
Stage 3 allowance for loan losses
1,662
1,628
1,265
Total allowance for loan losses for on-balance sheet loans
1
8,682
8,613
7,811
Allowance for off-balance sheet instruments
Stage 1 allowance for loan losses
449
415
428
Stage 2 allowance for loan losses
561
552
582
Stage 3 allowance for loan losses
9
4
13
Total allowance for off-balance sheet instruments
1,019
971
1,023
Allowance for loan losses
9,701
9,584
8,834
Allowance for debt securities
4
5
4
Allowance for credit losses
$
9,705
$
9,589
$
8,838
Impaired loans, net of allowance
2
$
3,672
$
3,238
$
2,905
Net impaired loans as a percentage of net loans
2
0.39
%
0.35
%
0.31
%
Total allowance for credit losses as a percentage of gross loans and acceptances
1.03
1.01
0.93
Provision for (recovery of) credit losses as a percentage of net average loans and acceptances
0.41
0.58
0.46
1
2
Real Estate Secured Lending
Retail real estate secured lending includes mortgages and lines of credit to North American consumers to satisfy financing needs including home purchases and
refinancing. While the Bank retains first lien on the majority of properties held as security, there is a small portion of loans with second liens, but most of these are
behind a TD mortgage that is in first position. In Canada, credit policies are designed so that the combined exposure of all uninsured facilities on one property does
not exceed 80% of the collateral value at origination. Lending at a higher loan-to-value ratio is permitted by legislation but requires default insurance. This
insurance is contractual coverage for the life of eligible facilities and protects the Bank’s real estate secured lending portfolio against potential losses caused by
borrowers’ default. The Bank may also purchase default insurance on lower loan-to-value ratio loans. The insurance is provided by either government-backed
entities or approved private mortgage insurers. In the U.S., for residential mortgage originations, mortgage insurance is usually obtained from either government-
backed entities or approved private mortgage insurers when the loan-to-value exceeds 80% of the collateral value at origination.
The Bank regularly performs stress tests on its real estate lending portfolio as part of its overall stress testing program. This is done with a view to determine the
extent to which the portfolio would be vulnerable to a severe downturn in economic conditions. The effect of severe changes in house prices, interest rates, and
unemployment levels are among the factors considered when assessing the impact on credit losses and the Bank’s overall profitability. A variety of portfolio
segments, including dwelling type and geographical regions, are examined during the exercise to determine whether specific vulnerabilities exist.
TABLE 20: CANADIAN REAL ESTATE SECURED LENDING
1,2
(millions of Canadian dollars)
As at
Amortizing
Non-amortizing
Total
Residential
Home equity
Total amortizing real
Home equity
mortgages
lines of credit
estate secured lending
lines of credit
July 31, 2025
Total
$
269,135
$
101,829
$
370,964
$
36,217
$
407,181
October 31, 2024
Total
$
273,069
$
89,369
$
362,438
$
33,667
$
396,105
1
2
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 29
TABLE 21: REAL ESTATE SECURED LENDING
1,2
(millions of Canadian dollars, except as noted)
As at
Residential mortgages
Home equity lines of credit
Total
Insured
3
Uninsured
Insured
3
Uninsured
Insured
3
Uninsured
July 31, 2025
Canada
Atlantic provinces
$
2,374
0.9
%
$
4,956
1.8
%
$
144
0.1
%
$
2,609
1.9
%
$
2,518
0.6
%
$
7,565
1.9
%
British Columbia
4
7,946
3.0
47,453
17.6
735
0.5
26,399
19.1
8,681
2.1
73,852
18.1
Ontario
4
21,510
8.0
125,530
46.6
2,480
1.8
75,666
54.9
23,990
5.9
201,196
49.4
Prairies
4
16,759
6.2
22,480
8.4
1,363
1.0
14,407
10.4
18,122
4.5
36,887
9.1
Québec
6,111
2.3
14,016
5.2
452
0.3
13,791
10.0
6,563
1.6
27,807
6.8
Total Canada
54,700
20.4
%
214,435
79.6
%
5,174
3.7
%
132,872
96.3
%
59,874
14.7
%
347,307
85.3
%
United States
1,522
45,274
–
12,085
1,522
57,359
Total
$
56,222
$
259,709
$
5,174
$
144,957
$
61,396
$
404,666
October 31, 2024
Canada
Atlantic provinces
$
2,445
0.9
%
$
4,753
1.7
%
$
158
0.1
%
$
2,207
1.8
%
$
2,603
0.7
%
$
6,960
1.8
%
British Columbia
4
8,311
3.0
48,362
17.7
804
0.7
22,840
18.6
9,115
2.3
71,202
18.0
Ontario
4
21,943
8.1
126,294
46.3
2,734
2.2
67,567
54.9
24,677
6.2
193,861
48.9
Prairies
4
17,685
6.5
22,120
8.1
1,499
1.2
12,459
10.1
19,184
4.8
34,579
8.7
Québec
6,616
2.4
14,540
5.3
509
0.4
12,259
10.0
7,125
1.8
26,799
6.8
Total Canada
57,000
20.9
%
216,069
79.1
%
5,704
4.6
%
117,332
95.4
%
62,704
15.8
%
333,401
84.2
%
United States
1,517
57,063
–
11,525
1,517
68,588
Total
$
58,517
$
273,132
$
5,704
$
128,857
$
64,221
$
401,989
1
2
3
caused by borrower default. It is provided by either government-backed entities or other approved private mortgage insurers.
4
The following table provides a summary of the period over which the Bank’s residential mortgages would be fully repaid based on the amount of the most recent
payment received. All figures are calculated based on current customer payment amounts, including voluntary payments larger than the original contractual
amounts and/or other voluntary prepayments. The most recent customer payment amount may exceed the original contractual amount due.
Balances with a remaining amortization longer than 30 years primarily reflect Canadian variable rate mortgages where prior interest rate increases relative to
current customer payment levels have resulted in a longer current amortization period. At renewal, the amortization period for Canadian mortgages reverts to the
remaining contractual amortization, which may require increased payments.
TABLE 22: RESIDENTIAL MORTGAGES BY REMAINING AMORTIZATION
1,2,3
As at
<=5
>5 – 10
>10 – 15
>15 – 20
>20 – 25
>25 – 30
>30 – 35
>35
years
years
years
years
years
years
years
years
Total
July 31, 2025
Canada
0.8
%
2.9
%
7.6
%
18.9
%
31.8
%
30.7
%
1.3
%
6.0
%
100.0
%
United States
2.6
1.6
3.5
8.9
21.4
60.7
0.7
0.6
100.0
Total
1.1
%
2.7
%
7.0
%
17.4
%
30.3
%
35.1
%
1.2
%
5.2
%
100.0
%
October 31, 2024
Canada
0.8
%
2.7
%
6.4
%
16.8
%
33.3
%
28.9
%
2.4
%
8.7
%
100.0
%
United States
2.3
1.3
3.4
7.6
14.2
70.2
0.5
0.5
100.0
Total
1.0
%
2.5
%
5.9
%
15.1
%
29.9
%
36.2
%
2.1
%
7.3
%
100.0
%
1
2
3
cover the interest based on the rates in effect at July 31, 2025 and October 31, 2024, respectively.
TABLE 23: UNINSURED AVERAGE LOAN-TO-VALUE – Newly Originated and Newly Acquired
1,2,3
For the three months ended
Residential
Home equity
Residential
Home equity
mortgages
lines of credit
4,5
Total
mortgages
lines of credit
4,5
Total
July 31, 2025
October 31, 2024
Canada
Atlantic provinces
69
%
70
%
70
%
69
%
67
%
68
%
British Columbia
6
67
66
66
66
62
65
Ontario
6
68
67
67
67
63
65
Prairies
6
73
72
72
73
69
71
Québec
70
71
71
69
69
69
Total Canada
69
68
68
68
64
66
United States
71
59
66
73
61
68
Total
69
%
67
%
68
%
69
%
64
%
66
%
1
2
3
4
5
6
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 30
Sovereign Risk
The table below provides a summary of the Bank’s direct credit exposures outside of Canada and the U.S. (Europe excludes United Kingdom).
TABLE 24: Total Net Exposure by Region and Counterparty
(millions of Canadian dollars)
As at
Loans and commitments
1
Derivatives, repos, and securities lending
2
Trading and investment portfolio
3
Total
Corporate
Sovereign
Financial
Total
Corporate
Sovereign
Financial
Total
Corporate
Sovereign
Financial
Total
Exposure
4
July 31, 2025
Region
Europe
$
8,479
$
8
$
5,024
$
13,511
$
4,855
$
1,718
$
9,766
$
16,339
$
1,180
$
26,007
$
2,645
$
29,832
$
59,682
United Kingdom
7,481
2,462
2,642
12,585
3,294
1,494
13,346
18,134
478
361
505
1,344
32,063
Asia
191
30
2,298
2,519
365
549
3,423
4,337
186
8,594
1,991
10,771
17,627
Other
5
224
–
659
883
487
503
2,153
3,143
109
541
2,073
2,723
6,749
Total
$
16,375
$
2,500
$
10,623
$
29,498
$
9,001
$
4,264
$
28,688
$
41,953
$
1,953
$
35,503
$
7,214
$
44,670
$
116,121
October 31, 2024
Region
Europe
$
8,490
$
8
$
5,050
$
13,548
$
4,847
$
2,117
$
8,145
$
15,109
$
1,157
$
24,124
$
2,660
$
27,941
$
56,598
United Kingdom
8,462
3,124
2,661
14,247
3,490
1,172
13,536
18,198
866
1,691
1,104
3,661
36,106
Asia
241
30
2,412
2,683
519
533
2,739
3,791
290
10,486
893
11,669
18,143
Other
5
209
–
598
807
370
416
2,481
3,267
218
1,012
3,187
4,417
8,491
Total
$
17,402
$
3,162
$
10,721
$
31,285
$
9,226
$
4,238
$
26,901
$
40,365
$
2,531
$
37,313
$
7,844
$
47,688
$
119,338
1
2
Association master netting agreement.
3
4
5
CAPITAL POSITION
REGULATORY CAPITAL
Capital requirements established by the Basel Committee on Banking Supervision (BCBS) are commonly referred to as Basel III. Under Basel III,
Total Capital consists of three components, namely CET1, Additional Tier 1, and Tier 2 Capital. Risk sensitive regulatory capital ratios are calculated by dividing
CET1, Tier 1, and Total Capital by risk-weighted assets (RWA), inclusive of any minimum requirements outlined under the regulatory floor. Basel III also
introduced a non-risk sensitive leverage ratio to act as a supplementary measure to the risk-sensitive capital requirements. The leverage ratio is calculated by
dividing Tier 1 Capital by leverage exposure which is primarily comprised of on-balance sheet assets with adjustments made to derivative and securities financing
transaction exposures, and credit equivalent amounts of off-balance sheet exposures. TD manages its regulatory capital in accordance with OSFI’s
implementation of the Basel III Capital Framework.
OSFI’s Capital Requirements under Basel III
OSFI’s CAR and LR guidelines detail how the Basel III capital rules apply to Canadian banks.
The Domestic Stability Buffer (DSB) level increased from 3% to 3.5% as of November 1, 2023, and has remained stable since. Currently, the DSB can range from
0 to 4%, with the effective level adjusted by OSFI in response to developments in Canada’s financial system and the broader economy.
OSFI has implemented the Basel III reforms with adjustments to make them suitable for domestic implementation. The Basel III reforms impact the calculation of
credit risk, market risk and operational risk for Canadian banks, as well as amend the LR Guideline to include a requirement for domestic systemically important
banks (D-SIBs) to hold a leverage ratio buffer of 0.50% in addition to the regulatory minimum requirement of 3.0%. The LR buffer requirement also applies to the
TLAC leverage ratio.
On November 1, 2023, the standardized capital floor transitioned to 67.5% of RWA from the previous 65% of RWA. OSFI has stated that the floor will remain at
67.5% until further notice.
The Bank has implemented OSFI’s Parental Stand-Alone (Solo) Total Loss Absorbing Capacity Framework for D-SIBs, which establishes a risk-based measure
intended to ensure that a non-viable D-SIB has sufficient loss absorbing capacity on a stand-alone, legal entity basis to support its resolution. The Bank is
compliant with the requirements set out in this framework.
The table below summarizes OSFI’s published regulatory minimum capital targets as at July 31, 2025.
REGULATORY CAPITAL AND TLAC TARGET RATIOS
Capital
Pillar 1
Pillar 1 & 2
Conservation
D-SIB / G-SIB
Regulatory
Regulatory
Minimum
Buffer
Surcharge
1
Target
2
DSB
Target
CET1
4.5
%
2.5
%
1.0
%
8.0
%
3.5
%
11.5
%
Tier 1
6.0
2.5
1.0
9.5
3.5
13.0
Total Capital
8.0
2.5
1.0
11.5
3.5
15.0
Leverage
3.0
n/a
3
0.5
3.5
n/a
3.5
TLAC
18.0
2.5
1.0
21.5
3.5
25.0
TLAC Leverage
6.75
n/a
0.50
7.25
n/a
7.25
1
additional common equity requirement for risk weighted capital. The G-SIB surcharge may increase above 1% if the Bank’s G-SIB score increases above certain thresholds to a maximum
of 4.5%. OSFI’s LR Guideline includes a requirement for D-SIBs to hold a leverage ratio buffer set at 50% of a D-SIB’s higher loss absorbency risk-weighted requirements, effectively
0.50%. This buffer also applies to the TLAC Leverage ratio.
2
3
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 31
The ‘Payments activity’ G-SIB indicator for October 31, 2024 and 2023 previously disclosed in the first quarter of 2025 and 2024 respectively, have been
subsequently revised. The G-SIB indicators including the revision are presented in the table below.
TABLE 25: G-SIB INDICATORS
1
(millions of Canadian dollars)
As at
October 31, 2024
October 31, 2023
Category (and weighting)
Individual Indicator
Cross-jurisdictional activity (20%)
Cross-jurisdictional claims
$
1,100,768
$
1,003,230
Cross-jurisdictional liabilities
1,042,951
964,092
Size (20%)
Total exposures as defined for use in the Basel III leverage ratio
2,228,986
2,112,677
Interconnectedness (20%)
Intra-financial system assets
107,793
109,833
Intra-financial system liabilities
36,477
55,247
Securities outstanding
487,199
470,767
Substitutability/financial institution
Assets under custody
689,698
563,783
infrastructure (20%)
Payments activity
61,946,928
53,446,393
Underwritten transactions in debt and equity markets
211,859
186,110
Trading Volume (includes the two sub indicators)
– Trading volume fixed income sub indicator
12,900,561
9,239,393
– Trading volume equities and other securities sub indicator
2,855,130
2,958,869
Complexity (20%)
Notional amount of OTC derivatives
23,945,530
21,198,657
Trading and other securities
2
72,514
64,944
Level 3 assets
4,663
3,548
1
Requirements. Given the Bank was designated as a G-SIB by the FSB on November 22, 2019, additional public disclosures on these indicators are required. Refer to the Bank’s
Regulatory Capital Disclosures at www.td.com/investor-relations/ir-homepage/regulatory-disclosures/g-sib/disclosures.jsp for these additional disclosures on the 2024 G-SIB indicators.
The Bank is required to submit its G-SIB indicators to OSFI and BCBS for review following the date of this report. In the event that one or both regulators provide comments to the Bank
regarding its submission that would result in changes to the G-SIB indicators listed in the table above, the Bank will publish such revised G-SIB indicators on its website.
2
Includes trading securities, securities designated at FVTPL, and securities at FVOCI.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 32
The following table provides details of the Bank’s regulatory capital position.
TABLE 26: CAPITAL STRUCTURE AND RATIOS – Basel III
(millions of Canadian dollars, except as noted)
As at
July 31
October 31
July 31
2025
2024
2024
Common Equity Tier 1 Capital
Common shares plus related contributed surplus
$
25,122
$
25,543
$
25,369
Retained earnings
78,749
70,826
69,316
Accumulated other comprehensive income
10,737
7,904
6,015
Common Equity Tier 1 Capital before regulatory adjustments
114,608
104,273
100,700
Common Equity Tier 1 Capital regulatory adjustments
Prudential valuation adjustments
(160)
–
–
Goodwill (net of related tax liability)
(18,557)
(18,645)
(18,504)
Intangibles (net of related tax liability)
(3,197)
(2,921)
(2,842)
Deferred tax assets excluding those arising from temporary differences
(413)
(212)
(121)
Cash flow hedge reserve
1,990
3,015
3,285
Shortfall of provisions to expected losses
–
–
–
Gains and losses due to changes in own credit risk on fair valued liabilities
(188)
(193)
(204)
Defined benefit pension fund net assets (net of related tax liability)
(756)
(731)
(908)
Investment in own shares
(124)
(21)
(8)
Non-significant investments in the capital of banking, financial, and insurance entities, net of eligible
short positions (amount above 10% threshold)
–
(1,835)
(2,982)
Significant investments in the common stock of banking, financial, and insurance entities
that are outside the scope of regulatory consolidation, net of eligible short positions
(amount above 10% threshold)
–
–
–
Equity investments in funds subject to the fall-back approach
(102)
(32)
(51)
Other deductions or regulatory adjustments to CET1 as determined by OSFI
19
16
12
Total regulatory adjustments to Common Equity Tier 1 Capital
(21,488)
(21,559)
(22,323)
Common Equity Tier 1 Capital
93,120
82,714
78,377
Additional Tier 1 Capital instruments
Directly issued qualifying Additional Tier 1 instruments plus stock surplus
10,786
10,887
10,876
Additional Tier 1 Capital instruments before regulatory adjustments
10,786
10,887
10,876
Additional Tier 1 Capital instruments regulatory adjustments
Non-significant investments in the capital of banking, financial, and insurance entities, net of eligible
short positions (amount above 10% threshold)
–
(3)
(5)
Significant investments in the capital of banking, financial, and insurance entities that are outside
the scope of regulatory consolidation, net of eligible short positions
(700)
(350)
(350)
Total regulatory adjustments to Additional Tier 1 Capital
(700)
(353)
(355)
Additional Tier 1 Capital
10,086
10,534
10,521
Tier 1 Capital
103,206
93,248
88,898
Tier 2 Capital instruments and provisions
Directly issued qualifying Tier 2 instruments plus related stock surplus
10,496
11,273
9,716
Collective allowances
1,745
1,512
1,378
Tier 2 Capital before regulatory adjustments
12,241
12,785
11,094
Tier 2 regulatory adjustments
Investments in own Tier 2 instruments
–
–
–
Non-significant investments in the capital of banking, financial, and insurance entities, net of eligible
short positions (amount above 10% threshold)
1
–
(224)
(332)
Non-significant investments in the other TLAC-eligible instruments issued by G-SIBs and Canadian
D-SIBs, where the institution does not own more than 10% of the issued common share capital
of the entity: amount previously designated for the 5% threshold but that no longer meets the
conditions
(2)
(64)
(19)
Significant investments in the capital of banking, financial, and insurance entities that are outside
the scope of regulatory consolidation, net of eligible short positions
–
–
(160)
Total regulatory adjustments to Tier 2 Capital
(2)
(288)
(511)
Tier 2 Capital
12,239
12,497
10,583
Total Capital
$
115,445
$
105,745
$
99,481
Risk-weighted assets
$
627,248
$
630,900
$
610,482
Capital Ratios and Multiples
Common Equity Tier 1 Capital (as percentage of risk-weighted assets)
14.8
%
13.1
%
12.8
%
Tier 1 Capital (as percentage of risk-weighted assets)
16.5
14.8
14.6
Total Capital (as percentage of risk-weighted assets)
18.4
16.8
16.3
Leverage ratio
2
4.6
4.2
4.1
1
10% of the issued common share capital of the entity.
2
As at July 31, 2025, the Bank’s CET1, Tier 1, and Total Capital ratios were 14.8%, 16.5%, and 18.4%, respectively. The Bank’s CET1 Capital ratio increased from
13.1% as at October 31, 2024, primarily attributable to the sale of Schwab shares, and internal capital generation, offset by common shares repurchased for
cancellation, RWA growth across various segments and the impact of U.S. balance sheet restructuring.
As at July 31, 2025, the Bank’s leverage ratio was 4.6%. The Bank’s leverage ratio increased from 4.2% as at October 31, 2024, primarily attributable to the sale
of Schwab shares, and internal capital generation, offset by common shares repurchased for cancellation, exposure increases across various segments and the
impact of U.S. balance sheet restructuring.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 33
Future Regulatory Capital Developments
Future regulatory capital developments, in addition to those described in the “Future Regulatory Capital Developments” section of the Bank’s 2024 MD&A, are
noted below.
On February 12, 2025, OSFI deferred increases to the Basel III standardized capital floor level until further notice. The capital floor subjects banks using internal
model-based approaches to a floor, where the floor is calculated as a percentage of RWA under the standardized approach. OSFI will notify the Bank at least two
years prior to resuming an increase in the capital floor level.
TABLE 27: EQUITY AND OTHER SECURITIES
1
(thousands of shares/units and millions of Canadian dollars, except as noted)
As at
July 31, 2025
October 31, 2024
Number of
Number of
shares/units
Amount
shares/units
Amount
Common shares
Common shares outstanding
1,708,113
$
24,971
1,750,272
$
25,373
Treasury – common shares
(909)
(92)
(213)
(17)
Total common shares
1,707,204
$
24,879
1,750,059
$
25,356
Stock options
Vested
5,622
5,400
Non-vested
9,052
9,312
Preferred shares – Class A
Series 1
20,000
$
500
20,000
$
500
Series 5
2
–
–
20,000
500
Series 7
3
–
–
14,000
350
Series 9
8,000
200
8,000
200
Series 16
14,000
350
14,000
350
Series 18
14,000
350
14,000
350
Series 27
850
850
850
850
Series 28
800
800
800
800
57,650
$
3,050
91,650
$
3,900
Other equity instruments
4,5
Limited Recourse Capital Notes – Series 1
1,750
$
1,750
1,750
$
1,750
Limited Recourse Capital Notes – Series 2
1,500
1,500
1,500
1,500
Limited Recourse Capital Notes – Series 3
6
1,750
2,403
1,750
2,403
Limited Recourse Capital Notes – Series 4
6
750
1,023
750
1,023
Limited Recourse Capital Notes – Series 5
7
750
750
–
–
Perpetual Subordinated Capital Notes – Series 2023-9
8
1
312
1
312
64,151
$
10,788
97,401
$
10,888
Treasury – preferred shares and other equity instruments
(67)
(2)
(162)
(18)
Total preferred shares and other equity instruments
64,084
$
10,786
97,239
$
10,870
1
2
Series 5 (“Series 5 Preferred Shares”), at a redemption price of $25.00 per Series 5 Preferred Share, for a total redemption cost of approximately $500 million.
3
a redemption price of $25.00 per Series 7 Preferred Share, for a total redemption cost of approximately $350 million.
4
5
details.
6
7
5.909 per cent annually, payable quarterly, for the initial period ending on, but excluding, January 1, 2030. Thereafter, the interest rate on the LRCNs will reset every five years at a rate
equal to the prevailing Government of Canada Yield plus 3.10 per cent. The LRCNs will mature on January 1, 2085. Concurrently with the issuance of the LRCNs, the Bank issued
750,000 Non-Cumulative 5.909% Fixed Rate Reset Preferred Shares, Series 32 NVCC (“Preferred Shares Series 32”). The Preferred Shares Series 32 are eliminated on the Bank’s
Consolidated Financial Statements.
8
DIVIDENDS
On August 27, 2025, the Board approved a dividend in an amount of one dollar and five cents ($1.05) per fully paid common share in the capital stock of the Bank
for the quarter ending October 31, 2025, payable on and after October 31, 2025, to shareholders of record at the close of business on October 10, 2025.
DIVIDEND REINVESTMENT PLAN
The Bank offers a Dividend Reinvestment Plan (DRIP) for its common shareholders. Participation in the plan is optional and under the terms of the plan, cash
dividends on common shares are used to purchase additional common shares. At the option of the Bank, the common shares may be issued from treasury at an
average market price based on the last five trading days before the date of the dividend payment, with a discount of between 0% to 5% at the Bank’s discretion or
purchased from the open market at market prices.
During the three months ended July 31, 2025, the Bank satisfied the DRIP requirements through open market common share purchases. During the nine
months ended July 31, 2025, the Bank satisfied the DRIP requirements through common shares issued from treasury with no discount for the first three months
and open market common share purchases in the last six months. During the three and nine months ended July 31, 2024, the Bank satisfied the DRIP
requirements through common shares issued from treasury with no discount.
NORMAL COURSE ISSUER BID
On August 28, 2023, the Bank announced that the Toronto Stock Exchange and OSFI approved a normal course issuer bid (2023 NCIB) to repurchase for
cancellation up to 90 million of its common shares. The 2023 NCIB commenced on August 31, 2023 and continued until August 31, 2024. From the
commencement of the 2023 NCIB to August 31, 2024, the Bank repurchased 71.4 million shares under the program. The 2023 NCIB terminated on
August 31, 2024 and therefore, there was no repurchase of common shares by the Bank under the 2023 NCIB during the nine months ended July 31, 2025.
During the nine months ended July 31, 2024, the Bank repurchased 49.4 million common shares under the 2023 NCIB, at an average price of $80.15 per share for
a total amount of $4.0 billion.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 34
On February 24, 2025, the Bank announced that the Toronto Stock Exchange and OSFI had approved the Bank’s previously announced normal course issuer bid
(2025 NCIB) to purchase for cancellation up to 100 million of its common shares. The 2025 NCIB commenced on March 3, 2025 and will end on
February 28, 2026, or such earlier date as the Bank may determine. From the commencement of the 2025 NCIB to July 31, 2025, the Bank repurchased
45.5 million shares under the program, at an average price of $89.06 per share for a total amount of $4.1 billion.
NON-VIABILITY CONTINGENT CAPITAL PROVISION
If an NVCC trigger event were to occur, for all series of Class A First Preferred Shares excluding the preferred shares issued with respect to LRCNs, the maximum
number of common shares that could be issued, assuming there are no declared and unpaid dividends on the respective series of preferred shares at the time of
conversion, would be 0.6 billion in aggregate.
The LRCNs, by virtue of the recourse to the preferred shares held in the Limited Recourse Trust, include NVCC provisions. For LRCNs, if an NVCC trigger were
to occur, the maximum number of common shares that could be issued, assuming there are no declared and unpaid dividends on the preferred shares series
issued in connection with such LRCNs, would be 1.5 billion in aggregate.
For all other NVCC subordinated notes and debentures including Additional Tier 1 Perpetual Notes, if an NVCC trigger event were to occur, the maximum
number of common shares that could be issued, assuming there is no accrued and unpaid interest on the respective subordinated notes and debentures, would be
3.3 billion in aggregate.
RISK FACTORS AND MANAGEMENT
Risk Factors That May Affect Future Results
In addition to the risks described in the “Managing Risk” section of the Bank’s 2024 MD&A and this Report, there are numerous other risk factors, many of which
are beyond the Bank’s control and the effects of which can be difficult to predict, that could cause the Bank’s results to differ significantly from the Bank’s plans,
objectives, and estimates or could impact the Bank’s reputation or the sustainability of its business model. All forward-looking statements, including those in this
MD&A, are, by their very nature, subject to inherent risks and uncertainties, general and specific, which may cause the Bank’s actual results to differ materially
from the plan, objectives, estimates or expectations expressed in the forward-looking statements. Some of these factors are discussed in the “Risk Factors and
Management” section of the 2024 MD&A and in the “Managing Risk” section of this document, and others are noted in the “Caution Regarding Forward-Looking
Statements” section of this document. The Bank has supplemented the following Risk Factors to reflect developments in the external environment.
Geopolitical Risk
Further to the geopolitical risks outlined in the Bank’s 2024 MD&A, the evolution of geopolitical, policy, trade and tax-related risks, including the application or
threat of any new or elevated tariffs to goods imported into the U.S. and any retaliatory tariffs, have the potential to increase economic uncertainty, market volatility,
disrupt global supply chains and trade flows, deteriorate business confidence and other adverse impacts. For example, tariffs can threaten to raise prices and
reduce demand for imported goods weighing on activity in both importing and exporting countries; if set at very high rates, tariffs may halt the flow of trade
altogether and lead to shortages throughout the supply chain. Trade policy uncertainty may also disrupt business activity requiring organizations to adjust their
strategies to the evolving policy landscape. While the nature and extent of the risks may vary, they have the potential to disrupt economic growth, create volatility
in financial markets that may affect the Bank’s financial condition, trading and non-trading activities, impact market liquidity and funding costs, put pressure on
credit performance, and directly and indirectly influence general business, economic conditions, and/or certain industries sensitive to policy and trade in ways that
may have an adverse impact on the Bank and its customers. The long-term impact of new and changing U.S. policies, including deregulation, trade and tariffs
remain uncertain.
For more information on the economic outlook refer to the “Economic Summary and Outlook” section of this document.
Regulatory Oversight and Compliance Risk
Further to the Regulatory Oversight and Compliance risk outlined in the Bank’s 2024 MD&A, regulators have indicated the potential for escalating consequences
for banks that do not timely resolve open issues or have repeat issues. Furthermore, delays in satisfying one regulatory requirement could affect the Bank’s
progress on others. Failure to satisfy regulatory requirements, including requirements for maintaining and executing a compliance management program in
alignment with regulatory standards, on a timely basis could result in fines, penalties, business restrictions, limitations on subsidiary capital distributions, increased
capital or liquidity requirements, enforcement actions, increased regulatory oversight, and other adverse consequences, which could be significant.
The current U.S. regulatory environment is evolving. Changes in the U.S. executive administration including executive orders and changes to mandates,
leadership and priorities of supervisory agencies, are leading to uncertainty, which could have varying effects on the Bank and its subsidiaries and businesses.
Various supervisory agencies are shifting their supervisory and enforcement priorities. These priorities include reducing the size of government and reassessing
prior rules and guidance. This may result in adverse effects which could include incurring additional costs and devoting additional resources to address initial and
ongoing compliance, and increasing risks associated with potential non-compliance. This could also have an adverse impact on the Bank’s financial condition,
results of operations and reputation.
MANAGING RISK
EXECUTIVE SUMMARY
Growing profitability in financial results based on balanced revenue, expense and capital growth services involves selectively taking and managing risks within the
Bank’s risk appetite. The Bank’s goal is to earn a stable and sustainable rate of return for every dollar of risk it takes, while putting significant emphasis on
investing in its businesses to meet its future strategic objectives.
The Bank’s businesses and operations are exposed to a broad number of risks that have been identified and defined in the Enterprise Risk Framework. The
Bank’s tolerance to those risks is defined in the Enterprise Risk Appetite which has been developed within a comprehensive framework that takes into
consideration current conditions in which the Bank operates and the impact that emerging risks will have on TD’s strategy and risk profile. The Bank’s risk appetite
states that it takes risks required to build its business, but only if those risks: (1) fit the business strategy and can be understood and managed; (2) do not expose
the enterprise to any significant single loss events; TD does not ‘bet the bank’ on any single acquisition, business, product or decision; and (3) do not risk harming
the TD brand. Each business is responsible for setting and aligning its individual risk appetites with that of the enterprise based on a thorough examination of the
specific risks to which it is exposed.
The Bank considers it critical to regularly assess its operating environment and highlight top and emerging risks. These are risks with a potential to have a
material effect on the Bank and where the attention of senior leaders is focused due to the potential magnitude or immediacy of their impact.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 35
Operational Risk
excluding Data, Technology and
Cybersecurity
Strategic
Risk
Credit
Risk
Market
Risk
Operational Risk
Data, Technology and
Cybersecurity
Model
Risk
Insurance
Risk
Liquidity
Risk
Capital
Adequacy
Risk
Compliance
and Legal Risk
Reputational
Risk
Financial
Crime Risk
Risks are identified, discussed, and actioned by senior leaders and reported quarterly to the Risk Committee. Specific plans to mitigate top and emerging risks
are prepared, monitored, and adjusted as required.
The Bank’s risk governance structure and risk management approach have not substantially changed from that described in the Bank’s 2024 MD&A. In the third
quarter of 2025, the Bank updated its Enterprise Risk Framework and made the following changes to better reflect the Bank’s priorities and structure:
●
Financial Crime Risk
●
Operational Risk
Operational Risk – Data, Technology and Cybersecurity
Operational
Risk excluding Data, Technology and Cybersecurity
●
overseeing the Bank’s enforcement commitments and progress on required remediations.
These changes resulted in two new Major Risk Categories and updates to the definitions as noted below:
Financial Crime Risk:
The risk associated with the Bank failing to sufficiently identify and manage risks associated with money laundering, terrorist financing,
bribery/corruption activities and economic sanctions, or otherwise comply with associated legal and regulatory requirements for financial crime.
Operational Risk excluding Data, Technology and Cybersecurity
:
The risk of loss resulting from inadequate or failed internal processes, people or external
events and also includes losses related to legal risk events and regulatory fines.
Operational Risk – Data, Technology and Cybersecurity
:
The potential for loss resulting from inadequate or ineffectual data, technology or cybersecurity
controls originating from internal or external events.
Compliance and Legal Risk
:
The risk associated with the Bank’s failure to comply (with letter or intent) with key federal and provincial/state banking,
securities, trust and insurance laws, regulations, regulatory guidelines, voluntary codes and public commitments (regulatory requirements), legal obligations, the
TD Code of Conduct and Ethics, and other TD policies related to TD’s activities and practices with respect to business conduct and market conduct as well as
regulatory requirements applicable across the Bank, which can lead to fines, sanctions, liabilities, or reputational harm that could be material to the Bank.
Additional information on risk factors can be found in this document and the 2024 MD&A under the heading “Risk Factors and Management”. For a complete
discussion of the risk governance structure and the risk management approach, refer to the “Managing Risk” section in the Bank’s 2024 MD&A.
The shaded sections of this MD&A represent a discussion relating to market and liquidity risks and form an integral part of the Interim Consolidated Financial
Statements for the period ended July 31, 2025.
CREDIT RISK
Gross credit risk exposure, also referred to as exposure at default (EAD), is the total amount the Bank is exposed to at the time of default of a loan and is
measured before counterparty-specific provisions or write-offs. Gross credit risk exposure does not reflect the effects of credit risk mitigation (CRM) and includes
both on-balance sheet and off-balance sheet exposures. On-balance sheet exposures consist primarily of outstanding loans, non-trading securities, derivatives,
and certain other repo-style transactions. Off-balance sheet exposures consist primarily of undrawn commitments, guarantees, and certain other repo-style
transactions.
Gross credit risk exposures for the two approaches the Bank uses to measure credit risk are included in the following table.
TABLE 28: GROSS CREDIT RISK EXPOSURE – Standardized and Internal Ratings-Based (IRB) Approaches
1
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Standardized
IRB
Total
Standardized
IRB
Total
Retail
Residential secured
$
4,762
$
541,131
$
545,893
$
4,163
$
537,075
$
541,238
Qualifying revolving retail
857
175,967
176,824
866
172,203
173,069
Other retail
3,468
106,768
110,236
3,391
104,253
107,644
Total retail
9,087
823,866
832,953
8,420
813,531
821,951
Non-retail
Corporate
3,203
757,798
761,001
2,346
721,156
723,502
Sovereign
171
533,387
533,558
205
588,498
588,703
Bank
4,784
175,335
180,119
4,541
171,250
175,791
Total non-retail
8,158
1,466,520
1,474,678
7,092
1,480,904
1,487,996
Gross credit risk exposures
$
17,245
$
2,290,386
$
2,307,631
$
15,512
$
2,294,435
$
2,309,947
1
Major Risk Categories
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 36
MARKET RISK
Market risk capital is calculated using the Standardized Approach under Basel III. The Bank continues to use Value-at-Risk (VaR) as an internal management
metric to monitor and control market risk.
Market Risk Linkage to the Balance Sheet
The following table provides a breakdown of the Bank’s balance sheet assets and liabilities exposed to trading and non-trading market risks. Market risk of assets
and liabilities included in the calculation of VaR and metrics used for regulatory market risk capital purposes is classified as trading market risk.
TABLE 29: MARKET RISK LINKAGE TO THE BALANCE SHEET
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Non-trading market
Balance
Trading
Non-trading
Balance
Trading
Non-trading
risk – primary risk
sheet
market risk
market risk
Other
sheet
market risk
market risk
Other
sensitivity
Assets subject to market risk
Interest-bearing deposits with banks
$
115,623
$
1,221
$
114,402
$
–
$
169,930
$
1,601
$
168,329
$
–
Interest rate
Trading loans, securities, and other
205,679
202,481
3,198
–
175,770
174,232
1,538
–
Interest rate
Non-trading financial assets at
fair value through profit or loss
6,369
–
6,369
–
5,869
–
5,869
–
Equity,
foreign exchange,
interest rate
Derivatives
75,950
67,341
8,609
–
78,061
70,636
7,425
–
Equity,
foreign exchange,
interest rate
Financial assets designated at
fair value through profit or loss
6,576
–
6,576
–
6,417
–
6,417
–
Interest rate
Financial assets at fair value through
other comprehensive income
122,894
–
122,894
–
93,897
–
93,897
–
Equity,
foreign exchange,
interest rate
Debt securities at amortized cost,
net of allowance for credit losses
245,525
–
245,525
–
271,615
–
271,615
–
Foreign exchange,
interest rate
Securities purchased under
reverse repurchase agreements
228,280
7,660
220,620
–
208,217
10,488
197,729
–
Interest rate
Loans, net of allowance for
loan losses
936,090
–
936,090
–
949,549
–
949,549
–
Interest rate
Investment in Schwab
–
–
–
–
9,024
–
9,024
–
Equity
Other assets
1
2,104
–
2,104
–
2,230
–
2,230
–
Interest rate
Assets not exposed to
90,072
–
–
90,072
91,172
–
–
91,172
Total Assets
$
2,035,162
$
278,703
$
1,666,387
$
90,072
$
2,061,751
$
256,957
$
1,713,622
$
91,172
Liabilities subject to market risk
Trading deposits
$
33,102
$
26,006
$
7,096
$
–
$
30,412
$
26,827
$
3,585
$
–
Equity, interest rate
Derivatives
72,030
66,913
5,117
–
68,368
66,976
1,392
–
Equity,
foreign exchange,
interest rate
Securitization liabilities at fair value
23,340
23,340
–
–
20,319
20,319
–
–
Interest rate
Financial liabilities designated at
fair value through profit or loss
194,626
3
194,623
–
207,914
2
207,912
–
Interest rate
Deposits
1,256,922
–
1,256,922
–
1,268,680
–
1,268,680
–
Interest rate,
foreign exchange
Obligations related to securities
sold short
40,658
39,311
1,347
–
39,515
37,812
1,703
–
Interest rate
Obligations related to securities sold
under repurchase agreements
207,858
11,830
196,028
–
201,900
13,540
188,360
–
Interest rate
Securitization liabilities at amortized
cost
13,599
–
13,599
–
12,365
–
12,365
–
Interest rate
Subordinated notes and debentures
10,496
–
10,496
–
11,473
–
11,473
–
Interest rate
Other liabilities
1
14,915
–
14,915
–
34,066
–
34,066
–
Equity, interest rate
Liabilities and Equity not
exposed to market risk
167,616
–
–
167,616
166,739
–
–
166,739
Total Liabilities and Equity
$
2,035,162
$
167,403
$
1,700,143
$
167,616
$
2,061,751
$
165,476
$
1,729,536
$
166,739
1
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 37
-60
-50
-40
-30
-20
-10
0
10
20
30
40
50
60
70
5/1/2025
5/8/2025
5/15/2025
5/22/2025
5/29/2025
6/5/2025
6/12/2025
6/19/2025
6/26/2025
7/3/2025
7/10/2025
7/17/2025
7/24/2025
7/31/2025
TOTAL VALUE-AT-RISK AND TRADING NET REVENUE
(millions of Canadian dollars)
Calculating VaR
The Bank computes total VaR on a daily basis by combining the General Market Risk (GMR) and Idiosyncratic Debt Specific Risk (IDSR) associated with the
Bank’s trading positions.
GMR is determined by creating a distribution of potential changes in the market value of the current portfolio using historical simulation. The Bank values the
current portfolio using the market price and rate changes of the most recent
products. GMR is computed as the threshold level that portfolio losses are not expected to exceed more than
one
one-day
period is used for GMR calculation.
IDSR measures idiosyncratic (single-name) credit spread risk for credit exposures in the trading portfolio using Monte Carlo simulation. The IDSR model is
based on the historical behaviour of five-year idiosyncratic credit spreads. Similar to GMR, IDSR is computed as the threshold level that portfolio losses are not
expected to exceed more than
one
ten-day
The following graph discloses daily
one-day
trading income and net interest income related to positions within the Bank’s market risk capital trading books. For the third quarter ending July 31, 2025, there
were
% of the trading days, reflecting normal trading activity. Losses in the quarter did not
exceed VaR on any trading day.
VaR is a valuable risk measure but it should be used in the context of its limitations, for example:
●
●
●
The Bank continuously improves its VaR methodologies and incorporates new risk measures in line with market conventions, industry best practices, and
regulatory requirements.
To mitigate some of the shortcomings of VaR, the Bank uses additional metrics designed for risk management purposes. This includes Stress Testing as well
as sensitivities to various market risk factors.
The following table presents the end of quarter, average, high, and low usage of TD’s VaR metric.
TABLE 30: PORTFOLIO MARKET RISK MEASURES
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
April 30
July 31
July 31
July 31
2025
2025
2024
2025
2024
As at
Average
High
Low
Average
Average
Average
Average
Interest rate risk
$
$
$
$
$
$
$
$
Credit spread risk
Equity risk
Foreign exchange risk
Commodity risk
Idiosyncratic debt specific risk
Diversification effect
1
(50.3 )
(57.2 )
n/m
2
n/m
(56.9 )
(53.1 )
(52.0 )
(52.4 )
Total Value -at-Risk (one-day)
1
The aggregate VaR is less than the sum of the VaR of the different risk types due to risk offsets resulting from portfolio diversification.
2
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 38
Average VaR increased quarter-over-quarter due to changes in commodities positions, partially offset by interest rate positions and fixed income positions along with the narrower credit
spreads.
Validation of VaR Model
The Bank uses a back-testing process to compare actual profits and losses to VaR to review their consistency with the statistical results of the VaR model.
Structural (Non-Trading) Interest Rate Risk
The Bank’s structural interest rate risk arises from traditional personal and commercial banking activity and is generally the result of mismatches between the
maturities and repricing dates of the Bank’s assets and liabilities. The measurement of interest rate risk in the banking book does not include exposures from TD’s
Wholesale Banking or Insurance businesses.
The primary measures for managing and controlling this risk are Economic Value of Shareholders’ Equity (EVE) Sensitivity and Net Interest Income Sensitivity
(NIIS).
The EVE Sensitivity measures the change in the net present value of the Bank’s banking book assets, liabilities, and certain off-balance sheet items given a
specific interest rate shock. It reflects a measurement of the potential present value impact on shareholders’ equity without an assumed term profile for the
management of the Bank’s own equity and excludes product margins.
The NIIS measures the net interest income (NII) change over a twelve-month horizon for a specified change in interest rates for banking book assets, liabilities,
and certain off-balance sheet items assuming a constant balance sheet over the period.
The Bank’s Market Risk policy sets overall limits on the structural interest rate risk measures. These limits are periodically reviewed and approved by the Risk
Committee. In addition to the Board policy limits, book-level risk limits are set for the Bank’s management of non-trading interest rate risk by Risk Management.
Exposures against these limits are routinely monitored and reported, and breaches of the Board limits, if any, are escalated to both the Asset Liability and Capital
Committee (ALCO) and the Risk Committee.
The following table shows the potential before-tax impact of an immediate and sustained 100 bps increase or decrease in interest rates on the EVE and NIIS
measures.
TABLE 31: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES
(millions of Canadian dollars)
As at
July 31, 2025
April 30, 2025
July 31, 2024
EVE
NII
EVE
NII
EVE
NII
Sensitivity
1
Sensitivity
1,2
Sensitivity
Sensitivity
2
Sensitivity
Sensitivity
2
Canadian
U.S.
Total
Canadian
U.S.
Total
Total
Total
Total
Total
dollar
3
dollar
dollar
3
dollar
Before-tax impact of
$
(951 )
$
(2,379 )
$
(3,330 )
$
$
$
$
(2,612 )
$
$
(2,485 )
$
(399 )
(210 )
(609 )
(769 )
(1,077 )
1
As of July 31, 2025, the sensitivity measures are reported by currency to better differentiate NII Sensitivity to movements in underlying rates.
2
3
As at July 31, 2025, an immediate and sustained 100 bps increase in interest rates would have had a negative impact to the Bank’s EVE of $
increase of $
sustained 100 bps decrease in interest rates would have had a positive impact to the Bank’s EVE of $
and a negative impact to the Bank’s NII of $
corresponding increase in EVE Sensitivity is largely attributed to Treasury hedging activity in support of lower US dollar NII Sensitivity.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 39
Liquidity Risk
The risk of having insufficient cash or collateral to meet financial obligations and an inability to, in a timely manner, raise funding or monetize assets at a non-
distressed price. Financial obligations can arise from deposit withdrawals, debt maturities, commitments to provide credit or liquidity support or the need to pledge
additional collateral.
TD’S LIQUIDITY RISK APPETITE
TD follows a disciplined liquidity management program that is subject to risk governance and oversight and is designed to maintain sufficient liquidity to permit the
Bank to operate through a significant liquidity event without relying on extraordinary central bank assistance. The Bank manages a stable and diversified funding
base and aligns the profile of funding with the assets and contingent obligations it supports.
TD manages liquidity risk using a combination of quantitative and qualitative measures with the objective of ensuring it has sufficient liquidity to satisfy its
operational needs and client commitments in both normal and stress conditions. The Bank targets a 90-day survival horizon under a combined bank-specific and
market-wide stress scenario, and minimum surpluses over prescribed regulatory requirements. The Bank’s funding program emphasizes maximizing deposits as a
core source of funding and maintaining ready access to wholesale funding markets across diversified terms, funding types, and currencies. This approach helps
lower exposure to a sudden contraction of wholesale funding capacity and minimizes structural liquidity gaps. The Bank also maintains a Contingency Funding
Plan (CFP) to enhance preparedness for addressing potential liquidity stress events. The Bank’s strategies, plans and governance practices underpin an
integrated liquidity risk management program that is designed to reduce exposure to liquidity risk and maintain compliance with regulatory requirements.
LIQUIDITY RISK MANAGEMENT RESPONSIBILITY
The Bank’s ALCO is responsible for establishing effective management structures and practices to ensure appropriate measurement, management, and
governance of liquidity risk. The Global Liquidity & Funding (GLF) Committee, a subcommittee of the ALCO comprised of senior management from Treasury,
Wholesale Banking and Risk Management, identifies and monitors the Bank’s liquidity risks. The management of liquidity risk is the responsibility of SET member
responsible for Treasury, with oversight and challenge provided by the ALCO and independently by Risk Management. The Risk Committee regularly reviews the
Bank’s liquidity position and approves the Bank’s Liquidity Risk Management Framework biennially and related policies annually.
The Bank’s liquidity risk appetite and liquidity risk management approach have not changed substantially from that described in the Bank’s 2024 MD&A. For a
complete discussion of liquidity risk, refer to the “Liquidity Risk” section in the Bank’s 2024 MD&A.
Liquid assets
The Bank’s unencumbered liquid assets could be used to help address potential liquidity requirements arising from stress events. Liquid asset eligibility considers
estimated in-stress market values and trading market depths, as well as operational, legal, or other impediments to sale, rehypothecation or pledging.
Assets held by the Bank to meet liquidity requirements are summarized in the following tables. The tables do not include assets held within the Bank’s insurance
businesses as these are used to support insurance-specific liabilities and capital requirements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 40
TABLE 32: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY
(millions of Canadian dollars, except as noted)
As at
Securities
received as
collateral from
securities
financing and
Bank-owned
derivative
Total
Encumbered
Unencumbered
liquid assets
transactions
liquid assets
liquid assets
liquid assets
1
July 31, 2025
Cash and central bank reserves
$
$
$
$
$
Obligations of government, federal agencies, public sector entities,
and multilateral development banks
2
Equities
Other debt securities
Other securities
Total Canadian dollar-denominated
Cash and central bank reserves
Obligations of government, federal agencies, public sector entities,
and multilateral development banks
Equities
Other debt securities
Other securities
Total non-Canadian dollar-denominated
Total
$
$
$
$
$
October 31, 2024
Total Canadian dollar -denominated
$
$
$
$
$
Total non-Canadian dollar-denominated
Total
$
$
$
$
$
1
Unencumbered liquid assets include on-balance sheet assets, assets borrowed or purchased under resale agreements, and other off-balance sheet collateral received less encumbered
liquid assets.
2
Total unencumbered liquid assets decreased by $
elevated liquidity surpluses due in part to the sale of the equity investment in Schwab were managed to more sustainable levels.
Unencumbered liquid assets held in The Toronto-Dominion Bank and domestic and foreign subsidiaries (excluding insurance subsidiaries) and branches are
summarized in the following table.
TABLE 33: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES
(millions of Canadian dollars)
As at
July 31
October 31
2025
2024
The Toronto-Dominion Bank (Parent)
$
$
Bank subsidiaries
Foreign branches
Total
$
$
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 41
The Bank’s monthly average liquid assets (excluding those held in insurance subsidiaries) for the quarters ended July 31, 2025 and April 30, 2025, are
summarized in the following table.
TABLE 34: SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY
(millions of Canadian dollars, except as noted)
Average for the three months ended
Securities
received as
collateral from
securities
financing and
Total
Bank-owned
derivative
liquid
Encumbered
Unencumbered
liquid assets
transactions
assets
liquid assets
liquid assets
1
July 31, 2025
Cash and central bank reserves
$
20,163
$
–
$
20,163
$
1,012
$
19,151
Obligations of government, federal agencies, public sector
entities, and multilateral development banks
2
116,134
106,444
222,578
94,786
127,792
Equities
14,557
4,034
18,591
14,995
3,596
Other debt securities
5,417
6,180
11,597
8,375
3,222
Other securities
–
–
–
–
Total Canadian dollar-denominated
156,271
116,658
272,929
119,168
153,761
Cash and central bank reserves
93,237
–
93,237
212
93,025
Obligations of government, federal agencies, public sector
entities, and multilateral development banks
218,308
155,300
373,608
168,936
204,672
Equities
60,678
43,739
104,417
60,430
43,987
Other debt securities
73,741
15,709
89,450
27,640
61,810
Other securities
24,376
3,488
27,864
7,866
19,998
Total non-Canadian dollar-denominated
470,340
218,236
688,576
265,084
423,492
Total
$
626,611
$
334,894
$
961,505
$
384,252
$
577,253
April 30, 2025
Total Canadian dollar -denominated
$
161,214
$
121,168
$
282,382
$
115,690
$
166,692
Total non-Canadian dollar-denominated
490,138
205,428
695,566
247,713
447,853
Total
$
651,352
$
326,596
$
977,948
$
363,403
$
614,545
1
liquid assets.
2
Average unencumbered liquid assets held in The Toronto-Dominion Bank and domestic and foreign subsidiaries (excluding insurance subsidiaries) and branches
are summarized in the following table.
TABLE 35: SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES
(millions of Canadian dollars)
Average for the three months ended
July 31
April 30
2025
2025
The Toronto-Dominion Bank (Parent)
$
248,904
$
257,975
Bank subsidiaries
305,662
328,128
Foreign branches
22,687
28,442
Total
$
577,253
$
614,545
ASSET ENCUMBRANCE
In the course of the Bank’s daily operations, assets are pledged to obtain funding, support trading and brokerage businesses, and participate in clearing and/or
settlement systems.
A summary of on- and off-balance sheet encumbered and unencumbered assets (excluding assets held in insurance subsidiaries) is
presented as follows.
TABLE 36: ENCUMBERED AND UNENCUMBERED ASSETS
(millions of Canadian dollars)
As at
Total Assets
Encumbered
Unencumbered
Total
Pledged as
Available as
Assets
Collateral
1
Other
2
Collateral
3
Other
4
July 31, 2025
Cash and due from banks
$
5,517
$
–
$
–
$
–
$
5,517
Interest-bearing deposits with banks
115,623
10,009
–
100,684
4,930
Securities, trading loans, and other
1,005,945
456,566
23,875
502,463
23,041
Derivatives
75,950
–
–
–
75,950
Loans, net of allowance for loan losses
913,845
50,889
94,587
59,416
708,953
Other assets
5
86,659
282
–
–
86,377
Total assets
$
2,203,539
$
517,746
$
118,462
$
662,563
$
904,768
October 31, 2024
Total assets
$
2,202,763
$
509,319
$
113,528
$
635,491
$
944,425
1
participation in clearing houses and payment systems.
2
3
eligible collateral at FHLB.
4
5
and other assets on the balance sheet not reported in the above categories.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 42
LIQUIDITY STRESS TESTING AND CONTINGENCY FUNDING PLANS
In addition to an internal liquidity stress metric, the Bank performs liquidity stress testing on multiple alternate scenarios. These scenarios consist of a mix
of TD-specific and market-wide stress events designed to evaluate the potential impact of risk factors material to the Bank’s risk profile. Liquidity assessments are
also part of the Bank’s Enterprise-Wide Stress Testing program.
The Bank maintains CFPs for the enterprise and material subsidiaries operating in foreign jurisdictions which provide playbooks for managing stressed liquidity
conditions. The CFPs outline different contingency levels based on the severity and duration of the liquidity event and corresponding recovery actions appropriate
for each level. To support operational readiness, CFPs provide key steps required to implement each recovery action. The actions and governance structure
outlined in the Bank’s CFP are aligned with the Bank’s Crisis Management Recovery Plan.
CREDIT RATINGS
Credit ratings may impact the Bank’s access to funding and its ability to engage in certain business activities on a cost-effective basis. Credit ratings and outlooks
provided by rating agencies reflect their views and methodologies and are subject to change depending on several factors including the Bank’s financial strength,
competitive position, and liquidity risk profile, as well as factors not entirely within the Bank’s control, including conditions affecting the overall financial services
industry.
TABLE 37: CREDIT RATINGS
1
As at
July 31, 2025
Moody’s
2
S&P
Fitch
DBRS
Deposits/Counterparty
3
Aa2
A+
AA
AA
Legacy Senior Debt
4
Aa3
A+
AA
AA
Senior Debt
5
A2
A-
AA-
AA (low)
Covered Bonds
Aaa
–
AAA
AAA
Legacy Subordinated Debt – non-NVCC
A3
A-
A
A (high)
Tier 2 Subordinated Debt – NVCC
A3 (hyb)
BBB+
A
A (low)
AT1 Perpetual Debt – NVCC
Baa2 (hyb)
BBB-
BBB+
–
Limited Recourse Capital Notes – NVCC
Baa2 (hyb)
BBB-
BBB+
BBB (high)
Preferred Shares – NVCC
Baa2 (hyb)
BBB-
BBB+
Pfd-2
Short-Term Debt (Deposits)
P-1
A-1
F1+
R-1 (high)
Outlook
Stable
Stable
Negative
Stable
1
recommendations to purchase, sell, or hold a financial obligation in as much as they do not comment on market price or suitability for a particular investor. Ratings are subject to revision
or withdrawal at any time by the rating organization.
2
3
4
5
The Bank regularly reviews the level of increased collateral its trading counterparties would require in the event of a downgrade of TD’s credit rating. The following
table presents the additional collateral that could be contractually required to be posted to over-the-counter (OTC) derivative counterparties in the event of one,
two, and three-notch downgrades of the Bank’s credit ratings.
TABLE 38: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES
1
(millions of Canadian dollars)
Average for the three months ended
July 31
April 30
2025
2025
One-notch downgrade
$
668
$
531
Two-notch downgrade
1,172
1,086
Three-notch downgrade
2,397
2,207
1
LIQUIDITY COVERAGE RATIO (LCR)
The LCR is a Basel III standard that aims to ensure that an institution has an adequate stock of unencumbered high-quality liquid assets (HQLA), consisting of
cash or other assets that could be converted to cash to meet its liquidity needs for a 30-calendar day liquidity stress scenario.
Other than during periods of financial stress, the Bank must maintain an LCR above 100% in accordance with the published OSFI Liquidity Adequacy
Requirements (LAR). The Bank’s LCR is calculated according to the scenario parameters in the LAR guideline, including prescribed HQLA eligibility criteria and
haircuts, deposit run-off rates, and other outflow and inflow rates. HQLA held by the Bank that are eligible for the LCR under the LAR are primarily central bank
reserves, sovereign-issued or sovereign-guaranteed securities, and high-quality securities issued by non-financial entities.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 43
The following table summarizes the Bank’s average daily LCR as of the relevant dates.
TABLE 39: AVERAGE LIQUIDITY COVERAGE RATIO
1
(millions of Canadian dollars, except as noted)
Average for the three months ended
July 31, 2025
Total unweighted
Total weighted
value (average)
2
value (average)
3
High-quality liquid assets
Total high-quality liquid assets
$
n/a
4
$
361,014
Cash outflows
Retail deposits and deposits from small business customers, of which:
$
505,483
$
32,737
Stable deposits
267,590
8,028
Less stable deposits
237,893
24,709
Unsecured wholesale funding, of which:
388,250
189,947
Operational deposits (all counterparties) and deposits in networks of cooperative banks
141,728
33,655
Non-operational deposits (all counterparties)
224,566
134,336
Unsecured debt
21,956
21,956
Secured wholesale funding
n/a
48,159
Additional requirements, of which:
358,168
113,080
Outflows related to derivative exposures and other collateral requirements
58,620
49,350
Outflows related to loss of funding on debt products
13,172
13,172
Credit and liquidity facilities
286,376
50,558
Other contractual funding obligations
19,083
10,314
Other contingent funding obligations
829,567
12,933
Total cash outflows
$
n/a
$
407,170
Cash inflows
Secured lending
$
260,213
$
46,255
Inflows from fully performing exposures
31,475
12,551
Other cash inflows
87,077
87,077
Total cash inflows
$
378,765
$
145,882
Average for the three months ended
July 31, 2025
April 30, 2025
Total adjusted
Total adjusted
value
value
Total high-quality liquid assets
$
361,014
$
382,814
Total net cash outflows
261,288
270,720
Liquidity coverage ratio
138
%
141
%
1
is calculated as an average of the 64 daily data points in the quarter.
2
3
4
The Bank’s average LCR was 138% for the quarter ended July 31, 2025 and continues to meet regulatory requirements.
The Bank holds a variety of liquid assets commensurate with its liquidity needs. Most of these liquid assets also qualify as HQLA under the OSFI LAR guideline.
The LCR remains elevated as a result of large surpluses related in part to proceeds from the sale of the equity investment in Schwab, though have trended lower
throughout the quarter as these elevated surpluses are managed to more sustainable levels
calculated according to OSFI LAR and the BCBS LCR requirements, represent 86% of total HQLA (April 30, 2025 – 86%). In accordance with the OSFI LAR
guideline, the Bank’s reported HQLA excludes excess HQLA from U.S. Retail operations to reflect liquidity transfer considerations between U.S. Retail and
affiliates as a result of the U.S. Federal Reserve Board’s regulations. By excluding excess HQLA, the U.S. Retail LCR is effectively capped at 100% prior to total
Bank consolidation.
As described in the “How TD Manages Liquidity Risk” section of the Bank’s 2024 MD&A, the Bank manages its HQLA and other liquidity buffers to the higher of
TD’s internal 90-day surplus requirement and its target buffers over regulatory requirements including those for LCR, NSFR, and the Net Cumulative Cash Flow
metrics.
NET STABLE FUNDING RATIO (NSFR)
The NSFR is a Basel III metric calculated as the ratio of total available stable funding (ASF) over total required stable funding (RSF) in accordance with OSFI’s
LAR guideline. The Bank must maintain an NSFR equal to or above 100% as required by LAR. The Bank’s ASF comprises the Bank’s liability and capital
instruments (including deposits and wholesale funding). The assets that require stable funding are based on the Bank’s on and off-balance sheet activities and a
function of their liquidity characteristics and the requirements of OSFI’s LAR guideline.
17
The Bank’s expectations regarding liquidity levels are based on the Bank’s assumptions regarding certain factors, including product growth, strategic plans, pace of share repurchases
under the Bank’s normal course issuer bid (which is subject to financial forecasts and capital requirements). The Bank’s assumptions are subject to inherent uncertainties and may vary
based on factors both within and outside the Bank’s control, including general market conditions, economic outlooks and geopolitical matters. Refer to the “Risk Factors That May Affect
Future Results” section of this document for additional information about risks and uncertainties that may impact the Bank’s estimates.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 44
TABLE 40: NET STABLE FUNDING RATIO
1
(millions of Canadian dollars, except as noted)
As at
July 31, 2025
Unweighted value by residual maturity
6 months to
No
Less than
less than
More than
Weighted
maturity
2
6 months
1 year
1 year
value
3
Available Stable Funding Item
Capital
$
121,605
$
n/a
$
n/a
$
9,140
$
130,745
Regulatory capital
121,605
n/a
n/a
9,140
130,745
Other capital instruments
n/a
n/a
n/a
–
–
Retail deposits and deposits from small business customers:
463,286
77,532
32,390
30,852
561,316
Stable deposits
259,219
29,436
14,036
15,412
302,968
Less stable deposits
204,067
48,096
18,354
15,440
258,348
Wholesale funding:
263,605
400,473
90,978
233,569
454,090
Operational deposits
117,990
2,629
1
–
60,310
Other wholesale funding
145,615
397,844
90,977
233,569
393,780
Liabilities with matching interdependent assets
4
–
1,979
1,431
33,534
–
Other liabilities:
49,768
83,694
7,511
NSFR derivative liabilities
n/a
2,260
All other liabilities and equity not included in the above categories
49,768
72,959
1,929
6,546
7,511
Total Available Stable Funding
$
1,153,662
Required Stable Funding Item
Total NSFR high-quality liquid assets
$
$
$
$
$
55,794
Deposits held at other financial institutions for operational purposes
–
–
–
–
–
Performing loans and securities
125,409
259,183
135,923
663,704
775,855
Performing loans to financial institutions secured by Level 1 HQLA
–
69,101
11,556
21
10,929
Performing loans to financial institutions secured by non-Level 1
HQLA and unsecured performing loans to financial institutions
–
74,932
6,165
13,576
24,752
Performing loans to non-financial corporate clients, loans to retail
and small business customers, and loans to sovereigns, central
banks and PSEs, of which:
41,528
59,989
48,021
293,255
342,834
With a risk weight of less than or equal to 35% under the Basel II
standardized approach for credit risk
n/a
–
–
–
–
Performing residential mortgages, of which:
36,086
50,229
68,013
284,000
290,528
With a risk weight of less than or equal to 35% under the Basel II
standardized approach for credit risk
36,086
50,229
68,013
284,000
290,528
Securities that are not in default and do not qualify as HQLA,
including exchange-traded equities
47,795
4,932
2,169
72,852
106,812
Assets with matching interdependent liabilities
4
–
2,661
3,089
31,194
–
Other assets:
81,424
131,691
119,559
Physical traded commodities, including gold
22,969
19,851
Assets posted as initial margin for derivative contracts and
contributions to default funds of CCPs
–
–
–
19,086
16,224
NSFR derivative assets
–
–
7,590
5,330
NSFR derivative liabilities before deduction of variation margin
posted
22,701
1,135
All other assets not included in the above categories
58,455
73,873
1,225
7,216
77,019
Off-balance sheet items
851,391
30,733
Total Required Stable Funding
$
981,941
Net Stable Funding Ratio
117
%
As at
October 31, 2024
Total Available Stable Funding
$
1,154,060
Total Required Stable Funding
994,567
Net Stable Funding Ratio
116
%
1
2
positions, open maturity positions, non-HQLA equities, and physical traded commodities.
3
4
asset is still on balance sheet, cannot be used to fund any other assets and principal payments from the asset cannot be used for anything other than repaying the liability. As such, the
only interdependent assets and liabilities that qualify for this treatment at the Bank are the liabilities arising from the Canada Mortgage Bonds Program and their corresponding
encumbered assets.
The Bank’s NSFR for the quarter ended July 31, 2025 is 117% (October 31, 2024 – 116%) representing a surplus of $172 billion and adherence to regulatory
requirements. The NSFR's increase is predominantly attributable to sale proceeds received from the equity investment in Schwab, and deposit growth offset
partially by loan growth.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 45
FUNDING
The Bank has access to a variety of unsecured and secured funding sources. The Bank’s funding activities are conducted in accordance with liquidity risk
management policies that require assets be funded to the appropriate term and to a prudent diversification profile.
The Bank’s primary approach to funding is to maximize the use of deposits raised through its personal, wealth and business banking channels. The deposits
raised from these sources were approximately
% (October 31, 2024 –
%) of the Bank’s total funding. Non-personal deposit funding as reflected below does
not include the Bank’s Wholesale Banking deposits (including Corporate & Investment Banking).
TABLE 41: SUMMARY OF DEPOSIT FUNDING
1
(millions of Canadian dollars)
As at
July 31
October 31
2025
2024
Personal
$
$
Non-personal
Total
$
$
1
The calculation methodology has been changed to reflect deposit funding from personal, wealth and business banking channels.
WHOLESALE FUNDING
The Bank maintains various registered external wholesale term (greater than 1 year) funding programs to provide access to diversified funding sources, including
asset securitization, covered bonds, and unsecured wholesale debt. The Bank raises term funding through Senior Notes, NHA MBS, notes backed by credit card
receivables (Evergreen Credit Card Trust) and home equity lines of credit (Genesis Trust II). The Bank’s wholesale funding is diversified by geography, currency,
and funding types. The Bank raises short-term (1 year or less) funding using certificates of deposit, and commercial paper.
The following table summarizes the registered term funding and capital programs by geography, with the related program size as at July 31, 2025.
Canada
United States
Europe
Capital Securities Program ($20 billion)
Canadian Senior Medium-Term Linked Notes
Program ($5 billion)
HELOC ABS Program (Genesis Trust II) ($7 billion)
U.S. SEC (F-3) Registered Capital and Debt
Program (US$75 billion)
U.K. Financial Conduct Authority (FCA) Registered
Legislative Covered Bond Program ($100 billion)
FCA Registered Global Medium-Term Note Program
(US$40 billion)
Non-Registered Structured Global Medium-Term
Linked Notes Program (US$20 billion)
The following table presents a breakdown of the Bank’s term debt by currency and funding type. Term funding as at July 31, 2025, was $178.1 billion
(October 31, 2024 – $184.5 billion).
Note that Table 41: Long-Term Funding and Table 42: Wholesale Funding do not include any funding accessed via repurchase transactions or securities financing.
TABLE 42: LONG-TERM FUNDING
1
As at
July 31
October 31
Long-term funding by currency
2025
2024
Canadian dollar
27
%
25
%
U.S. dollar
33
31
Euro
31
33
British pound
4
5
Other
5
6
Total
100
%
100
%
Long-term funding by type
Senior unsecured medium-term notes
54
%
51
%
Covered bonds
36
40
Mortgage securitization
2
8
7
Term asset-backed securities
2
2
Total
100
%
100
%
1
The table includes secured and unsecured, senior and subordinated notes – excluding structured notes and commercial paper – issued to external investors with
an original term to maturity of greater than one year.
2
Mortgage securitization excludes the residential mortgage trading business.
The Bank maintains depositor concentration limits in respect of short-term wholesale deposits so that it is not overly reliant on individual depositors for funding.
The Bank further limits short-term wholesale funding maturity concentration in an effort to mitigate refinancing risk during a stress event.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 46
The following table represents the remaining maturity of various sources of funding outstanding as at July 31, 2025 and October 31, 2024.
TABLE 43: WHOLESALE FUNDING
(millions of Canadian dollars)
As at
July 31
October 31
2025
2024
Less than
1 to 3
3 to 6
6 months
Up to 1
Over 1 to
Over
1 month
months
months
to 1 year
year
2 years
2 years
Total
Total
Deposits from banks
1
$
1,657
$
502
$
195
$
217
$
2,571
$
48
$
–
$
2,619
$
1,856
Bearer deposit notes
1,263
1,253
688
969
4,173
–
–
4,173
787
Certificates of deposit
11,599
23,720
19,839
38,014
93,172
151
–
93,323
101,168
Commercial paper
7,331
17,709
8,500
11,436
44,976
–
–
44,976
60,339
Covered bonds
–
–
138
13,199
13,337
24,834
26,373
64,544
75,399
Mortgage securitization
2
–
245
1,785
2,189
4,219
4,404
28,316
36,939
32,684
Legacy senior unsecured medium-term
notes
3
43
–
–
–
43
–
–
43
88
Senior unsecured medium-term notes
4
1,350
5,522
6,013
9,117
22,002
20,114
55,382
97,498
93,157
Subordinated notes and debentures
5
–
–
–
–
–
–
10,496
10,496
11,473
Term asset-backed securitization
69
769
344
10,432
11,614
1,839
1,481
14,934
9,604
Other
6
35,097
5,893
1,426
1,338
43,754
1,730
3,762
49,246
70,951
Total
$
58,409
$
55,613
$
38,928
$
86,911
$
239,861
$
53,120
$
125,810
$
418,791
$
457,506
Of which:
Secured
$
3,530
$
4,475
$
2,268
$
25,820
$
36,093
$
31,077
$
56,173
$
123,343
$
153,855
Unsecured
54,879
51,138
36,660
61,091
203,768
22,043
69,637
295,448
303,651
Total
$
58,409
$
55,613
$
38,928
$
86,911
$
239,861
$
53,120
$
125,810
$
418,791
$
457,506
1
2
3
including debt with an original term-to-maturity of less than 400 days.
4
regime (October 31, 2024 – $4.4 billion).
5
6
Includes fixed-term deposits from non-bank institutions (unsecured) of $23.9 billion (October 31, 2024 – $17.3 billion) and the remaining are non-term deposits.
Excluding the Wholesale Banking residential mortgage trading business, the Bank’s total mortgage-backed securities issued to external investors for the three and
nine months ended July 31, 2025, was $1.0 billion and $3.3 billion, respectively (three and nine months ended July 31, 2024 – $0.8 billion and $1.6 billion,
respectively) and other asset-backed securities issued for the three and nine months ended July 31, 2025, was nil and $0.2 billion (three and nine months ended
July 31, 2024 – $0.9 billion and $0.9 billion, respectively). The Bank also issued $7.1 billion and $17.5 billion, respectively, of unsecured medium-term notes for the
three and nine months ended July 31, 2025 (three and nine months ended July 31, 2024 – $1.3 billion and $9.5 billion, respectively). Covered bonds issued for the
three and nine months ended July 31, 2025 was nil (three and nine months ended July 31, 2024 – $5.6 billion and $20.5 billion, respectively).
MATURITY ANALYSIS OF ASSETS, LIABILITIES, AND OFF-BALANCE SHEET COMMITMENTS
The following table summarizes on-balance sheet and off-balance sheet categories by remaining contractual maturity. Off-balance sheet commitments include
contractual obligations to make future payments on certain lease-related commitments, certain purchase obligations, and other liabilities. The values of credit
instruments reported in the following table represent the maximum amount of additional credit that the Bank could be obligated to extend should such instruments
be fully drawn or utilized. Since a significant portion of guarantees and commitments are expected to expire without being drawn upon, the total of the contractual
amounts is not representative of expected future liquidity requirements. These contractual obligations have an impact on the Bank’s short-term and long-term
liquidity and capital resource needs.
The maturity analysis presented does not depict the degree of the Bank’s maturity transformation or exposure to interest rate and liquidity risks. The Bank’s
objective is to fund its assets appropriately to protect against borrowing cost volatility and potential reductions to funding market availability. The Bank utilizes
stable non-maturity deposits (chequing and savings accounts) and term deposits as the primary source of long-term funding for the Bank’s non-trading assets
including personal and business term loans and the stable balance of revolving lines of credit. Additionally, the Bank issues long-term funding in respect of such
non-trading assets and raises short term funding primarily to finance trading assets. The liquidity of trading assets under stressed market conditions is considered
when determining the appropriate term of the funding.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 47
TABLE 44: REMAINING CONTRACTUAL MATURITY
(millions of Canadian dollars)
As at
July 31, 2025
No
Less than
1 to 3
3 to 6
6 to 9
9 months
Over 1 to
Over 2 to
Over
specific
1 month
months
months
months
to 1 year
2 years
5 years
5 years
maturity
Total
Assets
Cash and due from banks
$
$
$
$
$
$
$
$
$
$
Interest-bearing deposits with banks
Trading loans, securities, and other
1
Non-trading financial assets at fair
value through profit or loss
Derivatives
Financial assets designated at fair
value through profit or loss
Financial assets at fair value through
other comprehensive income
Debt securities at amortized cost,
net of allowances for credit losses
(1 )
Securities purchased under
reverse repurchase agreements
2
Loans
Residential mortgages
Consumer instalment and other personal
Credit card
Business and government
Total loans
Allowance for loan losses
(8,682 )
(8,682 )
Loans, net of allowance for loan losses
Investment in Schwab
Goodwill
3
Other intangibles
3
Land, buildings, equipment, and other depreciable
assets, and right-of-use assets
3
Deferred tax assets
Amounts receivable from brokers, dealers, and clients
Other assets
Total assets
$
$
$
$
$
$
$
$
$
$
Liabilities
Trading deposits
$
$
$
$
$
$
$
$
$
$
Derivatives
Securitization liabilities at fair value
Financial liabilities designated at
fair value through profit or loss
Deposits
4,5
Personal
Banks
Business and government
Total deposits
Obligations related to securities sold short
1
Obligations related to securities sold under repurchase
agreements
2
Securitization liabilities at amortized cost
Amounts payable to brokers, dealers, and clients
Insurance contract liabilities
Other liabilities
Subordinated notes and debentures
Equity
Total liabilities and equity
$
$
$
$
$
$
$
$
$
$
Off-balance sheet commitments
Credit and liquidity commitments
6,7
$
$
$
$
$
$
$
$
$
$
Other commitments
8
Unconsolidated structured entity commitments
Total off-balance sheet commitments
$
$
$
$
$
$
$
$
$
$
1
Amount has been recorded according to the remaining contractual maturity of the underlying security.
2
3
4
5
$
6
7
8
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 48
TABLE 44: REMAINING CONTRACTUAL MATURITY
(continued)
(millions of Canadian dollars)
As at
October 31, 2024
No
Less than
1 to 3
3 to 6
6 to 9
9 months
Over 1 to
Over 2 to
Over
specific
1 month
months
months
months
to 1 year
2 years
5 years
5 years
maturity
Total
Assets
Cash and due from banks
$
$
$
$
$
$
$
$
$
$
Interest-bearing deposits with banks
Trading loans, securities, and other
1
Non-trading financial assets at fair value through
profit or loss
Derivatives
Financial assets designated at fair value through
profit or loss
Financial assets at fair value through other comprehensive
income
Debt securities at amortized cost, net of allowance
for credit losses
(3 )
Securities purchased under reverse repurchase
agreements
2
Loans
Residential mortgages
Consumer instalment and other personal
Credit card
Business and government
Total loans
Allowance for loan losses
(8,094 )
(8,094 )
Loans, net of allowance for loan losses
Investment in Schwab
Goodwill
3
Other intangibles
3
Land, buildings, equipment, other depreciable
assets, and right-of-use assets
3
Deferred tax assets
Amounts receivable from brokers, dealers, and clients
Other assets
Total assets
$
$
$
$
$
$
$
$
$
$
Liabilities
Trading deposits
$
$
$
$
$
$
$
$
$
$
Derivatives
Securitization liabilities at fair value
Financial liabilities designated at
fair value through profit or loss
Deposits
4,5
Personal
Banks
Business and government
Total deposits
Obligations related to securities sold short
1
Obligations related to securities sold under repurchase
agreements
2
Securitization liabilities at amortized cost
Amounts payable to brokers, dealers, and clients
Insurance-related liabilities
Other liabilities
Subordinated notes and debentures
Equity
Total liabilities and equity
$
$
$
$
$
$
$
$
$
$
Off-balance sheet commitments
Credit and liquidity commitments
6,7
$
$
$
$
$
$
$
$
$
$
Other commitments
8
Unconsolidated structured entity commitments
Total off-balance sheet commitments
$
$
$
$
$
$
$
$
$
$
1
Amount has been recorded according to the remaining contractual maturity of the underlying security.
2
3
4
5
2 years’, $
6
7
8
REGULATORY DEVELOPMENTS CONCERNING LIQUIDITY AND FUNDING
In May 2025, OSFI released draft guidelines for its 2026 proposed amendments to LAR for public consultation. Proposals introduce deposit categorizations for
measuring liquidity risks from structured notes and deposits sourced through non-bank financial intermediaries, clarify expectations for instruments with contingent
features and/or uncertain maturity profiles, particularly in relation to their early redemption characteristics and associated liquidity implications. Finalized proposals
post-consultation are expected to be implemented in spring 2026.
Also in May, OSFI engaged institutions in a public consultation focused on Pillar 2: the supervisory review process. The discussion paper seeks views concerning
how the four Basel III principles of Pillar 2 should apply to liquidity adequacy in Canada. OSFI’s goal is to implement an internal liquidity adequacy assessment
process (ILAAP) as a codified process for institutions to regularly assess their overall liquidity adequacy as part of the supervisory review process. This discussion
paper is meant to consider the costs and benefits of implementing an ILAAP in Canada, and industry consultations are ongoing.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 49
ISSB – IFRS S1 and IFRS S2
On April 23, 2025, Canadian Securities Administrators (CSA) announced that it is pausing its work on the development of a new mandatory climate-related
disclosure rule that is based on the two standards issued by the Canadian Sustainability Standards Board (CSSB). The CSSB standards are based on the
international sustainability standards issued by the International Sustainability Standards Board (ISSB). They set out the disclosure requirements for financially
material information about sustainability and climate-related risks and opportunities to meet investor information needs. For these standards to become mandatory
requirements in Canada, they would need to be incorporated into a CSA rule. The Bank continues to assess the impact of adopting these standards and to monitor
developments from various standard setters and regulators.
SECURITIZATION AND OFF-BALANCE SHEET ARRANGEMENTS
The Bank enters into securitization and off-balance sheet arrangements in the normal course of operations. The Bank is involved with structured entities (SEs) that
it sponsors, as well as entities sponsored by third parties. Refer to “Securitization and Off-Balance Sheet Arrangements” section, Note 9: Transfers of Financial
Assets and Note 10: Structured Entities of the Bank’s 2024 Annual Report and “Accounting Policies and Estimates” section of this document for further details.
Securitization of Third-Party Originated Assets
Significant Unconsolidated Special Purpose Entities
The Bank securitizes third-party originated assets through Bank-sponsored SEs, including its Canadian multi-seller conduits which are not consolidated. Effective
July 31, 2025, the Bank's U.S. multi-seller conduits are deconsolidated, as described below. Multi-seller conduits securitize third-party originated assets. The Bank
administers multi-seller conduits and provides liquidity facilities as well as securities distribution services; it may also provide credit enhancements. TD’s total
potential exposure to loss through the provision of liquidity facilities for multi-seller conduits was $57.6 billion as at July 31, 2025 (October 31, 2024 – $16.8 billion).
As at July 31, 2025, the Bank had funded exposure of $40.5 billion under such liquidity facilities relating to outstanding issuances of ABCP (October 31, 2024 –
$15.4 billion).
ACCOUNTING POLICIES AND ESTIMATES
The Bank’s unaudited Interim Consolidated Financial Statements have been prepared in accordance with IFRS. For details of the Bank’s accounting policies under
IFRS, refer to Note 2 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements and 2024 Annual Consolidated Financial Statements. For details
of the Bank’s significant accounting judgments, estimates, and assumptions under IFRS, refer to Note 3 of the Bank’s third quarter 2025 Interim Consolidated
Financial Statements and the Bank’s 2024 Annual Consolidated Financial Statements.
CURRENT CHANGES IN ACCOUNTING POLICIES
There were no new accounting policies adopted by the Bank for the three and nine months ended July 31, 2025.
ACCOUNTING JUDGMENTS, ESTIMATES, AND ASSUMPTIONS
The estimates used in the Bank’s accounting policies are essential to understanding its results of operations and financial condition. Some of the Bank’s policies
require subjective, complex judgments and estimates as they relate to matters that are inherently uncertain. Changes in these judgments or estimates and
changes to accounting standards and policies could have a materially adverse impact on the Bank’s Interim Consolidated Financial Statements. The Bank has
established procedures to ensure that accounting policies are applied consistently and that the processes for changing methodologies, determining estimates, and
adopting new accounting standards are well-controlled and occur in an appropriate and systematic manner.
Impairment – Expected Credit Loss Model
The ECL model requires the application of judgments, estimates, and assumptions in the assessment of the current and forward-looking economic environment.
There remains elevated economic uncertainty, and management continues to exercise expert credit judgment in assessing if an exposure has experienced
significant increase in credit risk since initial recognition and in determining the amount of ECLs at each reporting date. To the extent that certain effects are not
fully incorporated into the model calculations, temporary quantitative and qualitative adjustments have been applied, including for risks related to elevated
uncertainty associated with policy and trade, and such adjustments will be updated as appropriate in future quarters.
Consolidation of Structured Entities
Effective July 31, 2025, the Bank concluded that it no longer controls its U.S. multi-seller asset-backed commercial paper (ABCP) conduits due to a change in the
Bank's exposure to variable returns and has therefore deconsolidated these conduits prospectively. The deconsolidation has resulted in a decrease of
$17,702 million of Business and government loans, $2,695 million of Non-trading financial assets at fair value through profit or loss (FVTPL), $77 million of Other
assets and $19,332 million of Other liabilities on the Interim Consolidated Balance Sheet. The Bank concurrently recognized $1,142 million in Trading loans,
securities, and other on the Interim Consolidated Balance Sheet, representing the ABCPs purchased by the Bank ($1,111 million as at October 31, 2024, which
was previously eliminated upon consolidation). Impacts on the Interim Consolidated Statement of Income as a result of deconsolidation are minimal. In addition,
the Bank continues to provide liquidity facilities to these conduits. The total committed undrawn amount under these facilities as at July 31, 2025 was $14.7 billion
(October 31, 2024 – $13.1 billion).
FUTURE CHANGES IN ACCOUNTING POLICIES
There were no new accounting standards or amendments issued during the three and nine months ended July 31, 2025. Refer to Note 4 of the Bank’s 2024
Annual Consolidated Financial Statements for a description of future changes in accounting policies.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the most recent interim period, there have been no changes in the Bank’s policies and procedures and other processes that comprise its internal control
over financial reporting, that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting. Refer to
Note 2 and Note 3 of the Bank’s third quarter 2025 Interim Consolidated Financial Statements for further information regarding the Bank’s changes to accounting
policies, procedures, and estimates.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 50
GLOSSARY
Financial and Banking Terms
Adjusted Results:
Bank’s businesses and to measure the Bank’s overall performance. To arrive at
adjusted results, the Bank adjusts for “items of note”, from reported results. The
items of note relate to items which management does not believe are indicative
of underlying business performance.
Allowance for Credit Losses:
financial assets, including any off-balance sheet exposures, at the balance
sheet date. Allowance for credit losses consists of Stage 3 allowance for
impaired financial assets and Stage 2 and Stage 1 allowance for performing
financial assets and off-balance sheet instruments. The allowance is increased
by the provision for credit losses, decreased by write-offs net of recoveries and
disposals, and impacted by foreign exchange.
Amortized Cost:
measured at initial recognition minus principal repayments, plus or minus the
cumulative amortization, using EIRM, of any differences between the initial
amount and the maturity amount, and minus any reduction for impairment.
Assets under Administration (AUA):
customers where the Bank provides services of an administrative nature, such
as the collection of investment income and the placing of trades on behalf of the
clients (where the client has made his or her own investment selection). The
majority of these assets are not reported on the Bank’s Consolidated Balance
Sheet.
Assets under Management (AUM):
customers, managed by the Bank, where the Bank has discretion to make
investment selections on behalf of the client (in accordance with an investment
policy). In addition to the TD family of mutual funds, the Bank manages assets
on behalf of individuals, pension funds, corporations, institutions, endowments
and foundations. These assets are not reported on the Bank’s Consolidated
Balance Sheet. Some assets under management that are also administered by
the Bank are included in assets under administration.
Asset-Backed Commercial Paper (ABCP):
collateralized by other financial assets. Institutional investors usually purchase
such instruments in order to diversify their assets and generate short-term
gains.
Asset-Backed Securities (ABS):
payments are derived from and collateralized (or “backed”) by a specified pool
of underlying assets.
Average Common Equity:
Average common equity for the business segments
reflects the average allocated capital. The Bank’s methodology for allocating
capital to its business segments is largely aligned with the common equity
capital requirements under Basel III.
Average Interest-Earning Assets:
the Bank’s financial position, and is calculated as the average carrying value of
deposits with banks, loans and securities based on daily balances for the period
ending October 31 in each fiscal year.
Basic Earnings per Share (EPS):
dividing net income attributable to common shareholders by the weighted
average number of common shares outstanding for the period. Adjusted basic
EPS is calculated in the same manner using adjusted net income.
Basis Points (bps):
100 basis points.
Book Value per Share:
shareholders’ equity by number of common shares at the end of the period.
Carrying Value:
Consolidated Balance Sheet.
Catastrophe Claims:
occurred in the period, for which the aggregate insurance claims are equal to
or greater than an internal threshold of $5 million before reinsurance. The
Bank’s internal threshold may change from time to time.
Collateralized Mortgage Obligation (CMO):
obligations consisting of mortgage-backed securities that are separated and
issued as different classes of mortgage pass-through securities with different
terms, interest rates, and risks. CMOs by private issuers are collectively
referred to as non-agency CMOs.
Common Equity Tier 1 (CET1) Capital:
This is a primary Basel III capital
measure comprised mainly of common equity, retained earnings and qualifying
non-controlling interest in subsidiaries. Regulatory deductions made to arrive
at the CET1 Capital include goodwill and intangibles, unconsolidated
investments in banking, financial, and insurance entities, deferred tax assets,
defined benefit pension fund assets, and shortfalls in allowances.
Common Equity Tier 1 (CET1) Capital Ratio:
CET1 Capital ratio represents
the predominant measure of capital adequacy under Basel III
and equals CET1 Capital divided by RWA.
Compound Annual Growth Rate (CAGR):
time periods from the initial investment value to the ending investment value
assuming that the investment has been compounding over the time period.
Credit Valuation Adjustment (CVA):
CVA represents a capital charge that
measures credit risk due to default of derivative counterparties. This charge
requires banks to capitalize for the potential changes in counterparty credit
spread for the derivative portfolios.
Diluted EPS:
attributable to common shareholders by the weighted average number of
common shares outstanding adjusting for the effect of all potentially dilutive
common shares. Adjusted diluted EPS is calculated in the same manner using
adjusted net income.
Dividend Payout Ratio:
being paid to common shareholders in the form of dividends and is calculated
by dividing common dividends by net income available to common
shareholders. Adjusted dividend payout ratio is calculated in the same manner
using adjusted net income.
Dividend Yield:
year divided by the daily average closing stock price during the year.
Effective Income Tax Rate:
A rate and performance indicator calculated by
dividing the provision for income taxes as a percentage of net income before
taxes. Adjusted effective income tax rate is calculated in the same manner
using adjusted results.
Effective Interest Rate (EIR):
flows for the expected life of the financial instrument to its carrying value. The
calculation takes into account the contractual interest rate, along with any fees
or incremental costs that are directly attributable to the instrument and all other
premiums or discounts.
Effective Interest Rate Method (EIRM):
interest rate in a period based on the amount of a financial instrument’s book
value at the beginning of the accounting period. Under EIRM, the effective
interest rate, which is a key component of the calculation, discounts the
expected future cash inflows and outflows expected over the life of a financial
instrument.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 51
Efficiency Ratio:
calculated by taking the non-interest expenses as a percentage of total revenue.
A lower ratio indicates a more efficient business operation. Adjusted efficiency
ratio is calculated in the same manner using adjusted non-interest expenses
and total revenue.
Enhanced Disclosure Task Force (EDTF):
Established by the FSB in
May 2012, comprised of banks, analysts, investors, and auditors, with the goal
of enhancing the risk disclosures of banks and other financial institutions.
Expected Credit Losses (ECLs):
ECLs are the probability-weighted present
value of expected cash shortfalls over the remaining expected life of the
financial instrument and considers reasonable and supportable information
about past events, current conditions, and forecasts of future events and
economic conditions that impact the Bank’s credit risk assessment.
Fair Value:
a liability in an orderly transaction between market participants at the
measurement date, under current market conditions.
Fair value through other comprehensive income (FVOCI):
Under IFRS 9, if
the asset passes the contractual cash flows test (named SPPI), the business
model assessment determines how the instrument is classified. If the instrument
is being held to collect contractual cash flows, that is, if it is not expected to be
sold, it is measured as amortized cost. If the business model for the instrument
is to both collect contractual cash flows and potentially sell the asset, it is
measured at FVOCI.
Fair value through profit or loss (FVTPL):
Under IFRS 9, the classification is
dependent on two tests, a contractual cash flow test (named SPPI) and a
business model assessment. Unless the asset meets the requirements of both
tests, it is measured at fair value with all changes in fair value reported in profit
or loss.
Federal Deposit Insurance Corporation (FDIC):
A U.S. government
corporation which provides deposit insurance guaranteeing the safety of a
depositor’s accounts in member banks. The FDIC also examines and
supervises certain financial institutions for safety and soundness, performs
certain consumer-protection functions, and manages banks in receiverships
(failed banks).
Forward Contracts:
one party to the contract to buy and the other party to sell an asset for a fixed
price at a future date.
Futures:
price on a specified future date.
Hedging:
exposure to fluctuations in interest rates, foreign currency exchange rates, or
other market factors. The elimination or reduction of such exposure is
accomplished by engaging in capital markets activities to establish offsetting
positions.
Impaired Loans:
deterioration of credit quality to the extent that the Bank no longer has
reasonable assurance as to the timely collection of the full amount of principal
and interest.
Loss Given Default (LGD):
incur when a borrower defaults on a loan, which is expressed as a percentage
of exposure at default.
Mark-to-Market (MTM):
balance sheet date for financial instruments that are carried at fair value.
Master Netting Agreements:
multiple derivative contracts with each other that provide for the net settlement
of all contracts through a single payment, in a single currency, in the event of
default or termination of any one contract.
Tangible common equity (TCE):
Net Corporate Expenses:
Non-interest expenses related to corporate service
and control groups which are not allocated to a business segment.
Net Interest Margin:
percentage of average interest-earning assets to measure performance. This
metric is an indicator of the profitability of the Bank’s earning assets less the
cost of funding. Adjusted net interest margin is calculated in the same manner
using adjusted net interest income.
Non-Viability Contingent Capital (NVCC):
Instruments (preferred shares and
subordinated debt) that contain a feature or a provision that allows the financial
institution to either permanently convert these instruments into common shares
or fully write-down the instrument, in the event that the institution is no longer
viable.
Notional:
instruments are based.
Office of the Superintendent of Financial Institutions Canada (OSFI):
The
regulator of Canadian federally chartered financial institutions and federally
administered pension plans.
Options:
right, but not the obligation, to buy or to sell a security, exchange rate, interest
rate, or other financial instrument or commodity at a predetermined price at or
by a specified future date.
Price-Earnings Ratio:
EPS based on a trailing four quarters to indicate market performance. Adjusted
price-earnings ratio is calculated in the same manner using adjusted EPS.
Probability of Default (PD):
to meet its scheduled repayments.
Provision for Credit Losses (PCL):
losses to bring it to a level that management considers adequate to reflect
expected credit-related losses on its portfolio.
Return on Common Equity (ROE):
as net income available to common shareholders as a percentage of average
common shareholders’ equity, utilized in assessing the Bank’s use of equity.
ROE for the business segments is calculated as the segment net income
attributable to common shareholders as a percentage of average allocated
capital. Adjusted ROE is calculated in the same manner using adjusted net
income.
Return on Risk-weighted Assets:
Net income available to common
shareholders as a percentage of average risk-weighted assets.
Return on Tangible Common Equity (ROTCE):
measure calculated as reported net income available to common shareholders
after adjusting for the after-tax amortization of acquired intangibles, which are
treated as an item of note, as a percentage of average Tangible common
equity. Adjusted ROTCE is calculated in the same manner using adjusted net
income. Both measures can be utilized in assessing the Bank’s use of equity.
Risk-Weighted Assets (RWA):
Assets calculated by applying a regulatory
risk-weight factor to on and off-balance sheet exposures. The risk-weight
factors are established by the OSFI to convert on and off-balance sheet
exposures to a comparable risk level.
Securitization:
transferred to structures, which normally issue a series of asset-backed
securities to investors to fund the purchase of loans.
Solely Payments of Principal and Interest (SPPI):
a financial asset that are consistent with a basic lending arrangement.
Swaps:
payment obligations and currencies on a notional principal for a specified
period of time.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 52
common shareholders’ equity less goodwill, imputed goodwill, and intangibles
on an investment in Schwab and TD Ameritrade and other acquired intangible
assets, net of related deferred tax liabilities. It can be utilized in assessing the
Bank’s use of equity.
Taxable Equivalent Basis (TEB):
that increases revenues and the provision for income taxes on certain tax-
exempt securities to an equivalent before-tax basis to facilitate comparison of
net interest income from both taxable and tax-exempt sources.
Tier 1 Capital Ratio:
capital, consisting primarily of common shareholders’ equity, retained earnings,
preferred shares and innovative instruments. Tier 1 Capital ratio is calculated as
Tier 1 Capital divided by RWA.
Total Capital Ratio:
Capital. Total Capital ratio is calculated as Total Capital divided by RWA.
Total Shareholder Return (TSR):
TD’s common shares. The return measures the change in shareholder value,
assuming dividends paid are reinvested in additional shares.
Trading-Related Revenue:
trading income (loss), net interest income on trading positions, and income from
financial instruments designated at FVTPL that are managed within a trading
portfolio. Trading-related revenue (TEB) in the Wholesale Banking segment is
also a non-GAAP financial measure and is calculated in the same manner,
including TEB adjustments. Both are used for measuring trading performance.
Value-at-Risk (VaR):
and to calculate the regulatory capital required for market risk in trading
activities. VaR measures the adverse impact that potential changes in market
rates and prices could have on the value of a portfolio over a specified period of
time.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 53
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
INTERIM CONSOLIDATED BALANCE SHEET
(unaudited)
(As at and in millions of Canadian dollars)
July 31, 2025
October 31, 2024
ASSETS
Cash and due from banks
$
$
Interest-bearing deposits with banks
Trading loans, securities, and other
Non-trading financial assets at fair value through profit or loss
Derivatives
Financial assets designated at fair value through profit or loss
Financial assets at fair value through other comprehensive income
Debt securities at amortized cost, net of allowance for credit losses (Notes 4, 5)
Securities purchased under reverse repurchase agreements
Loans (Notes 4, 6)
Residential mortgages
Consumer instalment and other personal
Credit card
Business and government
Allowance for loan losses
(8,682 )
(8,094 )
Loans, net of allowance for loan losses
Other
Investment in Schwab
Goodwill
Other intangibles
Land, buildings, equipment, other depreciable assets and right-of-use assets
Deferred tax assets
Amounts receivable from brokers, dealers, and clients
Other assets
Total assets
$
$
LIABILITIES
Trading deposits
$
$
Derivatives
Securitization liabilities at fair value
Financial liabilities designated at fair value through profit or loss
Deposits (Notes 4, 9)
Personal
Banks
Business and government
Other
Obligations related to securities sold short
Obligations related to securities sold under repurchase agreements
Securitization liabilities at amortized cost
Amounts payable to brokers, dealers, and clients
Insurance contract liabilities
Other liabilities
Subordinated notes and debentures (Notes 4, 11)
Total liabilities
EQUITY
Shareholders’ Equity
Common shares
Preferred shares and other equity instruments
Treasury – common shares
(92 )
(17 )
Treasury – preferred shares and other equity instruments
(2 )
(18 )
Contributed surplus
Retained earnings
Accumulated other comprehensive income (loss)
Total equity
Total liabilities and equity
$
$
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 54
INTERIM CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
Interest income
1
Loans
$
$
$
$
Reverse repurchase agreements
Securities
Interest
Dividends
Deposits with banks
Interest expense (Note 19)
Deposits
Securitization liabilities
Subordinated notes and debentures
Repurchase agreements and short sales
Other
Net interest income
Non-interest income
Investment and securities services
Credit fees
Trading income (loss)
Service charges
Card services
Insurance revenue
Other income (loss)
(135 )
(19 )
Total revenue
Provision for (recovery of) credit losses (Note 6)
Insurance service expenses
Non-interest expenses
Salaries and employee benefits
Occupancy, including depreciation
Technology and equipment, including depreciation
Amortization of other intangibles
Communication and marketing
Restructuring charges
Brokerage-related and sub-advisory fees
Professional, advisory and outside services
Other
Income before income taxes and share of net income from investment
in Schwab
Provision for (recovery of) income taxes
Share of net income from investment in Schwab (Note 7)
Net income (loss)
(181 )
Preferred dividends and distributions on other equity instruments
Net income (loss) attributable to common shareholders
$
$
(250 )
$
$
Earnings (loss) per share
Basic
$
$
(0.14 )
$
$
Diluted
(0.14 )
Dividends per common share
1
$
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 55
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
Net income (loss)
$
$
(181 )
$
$
Other comprehensive income (loss)
Items that will be subsequently reclassified to net income
Net change in unrealized gain/(loss) on financial assets at fair value
through other comprehensive income
Change in unrealized gain/(loss)
Reclassification to earnings of net loss/(gain)
(7 )
(16 )
Changes in allowance for credit losses recognized in earnings
(1 )
Income taxes relating to:
Change in unrealized gain/(loss)
(104 )
(35 )
(55 )
(108 )
Reclassification to earnings of net loss/(gain)
(5 )
(1 )
Net change in unrealized foreign currency translation gain/(loss) on
investments in foreign operations, net of hedging activities
Unrealized gain/(loss)
(405 )
(531 )
Reclassification to earnings of net loss/(gain)
(1 )
(534 )
Net gain/(loss) on hedges
(465 )
(200 )
Reclassification to earnings of net loss/(gain) on hedges
Income taxes relating to:
Net gain/(loss) on hedges
(17 )
(78 )
Reclassification to earnings of net loss/(gain) on hedges
(220 )
(328 )
(343 )
Net change in gain/(loss) on derivatives designated as cash flow hedges
Change in gain/(loss)
Reclassification to earnings of loss/(gain)
(1,214 )
(546 )
(2,616 )
Income taxes relating to:
Change in gain/(loss)
(40 )
(747 )
(1,135 )
(687 )
Reclassification to earnings of loss/(gain)
(173 )
(816 )
Share of other comprehensive income (loss) from investment in Schwab
Items that will not be subsequently reclassified to net income
Remeasurement gain/(loss) on employee benefit plans
Gain/(loss)
(23 )
(40 )
Income taxes
(90 )
(19 )
(17 )
(28 )
Change in net unrealized gain/(loss) on equity securities designated at
fair value through other comprehensive income
Change in net unrealized gain/(loss)
(60 )
Income taxes
(17 )
(33 )
(47 )
(42 )
Gain/(loss) from changes in fair value due to own credit risk on
financial liabilities designated at fair value through profit or loss
Gain/(loss)
(47 )
(18 )
Income taxes
(8 )
(8 )
(34 )
(13 )
Total other comprehensive income (loss)
(312 )
Total comprehensive income (loss)
$
$
$
$
Attributable to:
Common shareholders
$
$
$
$
Preferred shareholders and other equity instrument holders
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 56
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited)
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Common shares (Note 12)
Balance at beginning of period
$
$
$
$
Proceeds from shares issued on exercise of stock options
Shares issued as a result of dividend reinvestment plan
Purchase of shares for cancellation and other
(227 )
(190 )
(663 )
(702 )
Balance at end of period
Preferred shares and other equity instruments (Note 12)
Balance at beginning of period
Issuance of shares and other equity instruments
Redemption of shares and other equity instruments
(350 )
(950 )
(850 )
(1,300 )
Balance at end of period
Treasury – common shares (Note 12)
Balance at beginning of period
(26 )
(24 )
(17 )
(64 )
Purchase of shares
(3,222 )
(2,745 )
(9,606 )
(7,995 )
Sale of shares
Balance at end of period
(92 )
(35 )
(92 )
(35 )
Treasury – preferred shares and other equity instruments (Note 12)
Balance at beginning of period
(28 )
(8 )
(18 )
(65 )
Purchase of shares and other equity instruments
(73 )
(147 )
(1,460 )
(398 )
Sale of shares and other equity instruments
Balance at end of period
(2 )
(17 )
(2 )
(17 )
Contributed surplus
Balance at beginning of period
Net premium (discount) on sale of treasury instruments
(3 )
Issuance of stock options, net of options exercised
Other
(2 )
Balance at end of period
Retained earnings
Balance at beginning of period
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
1
(10 )
Net income (loss) attributable to equity instrument holders
(181 )
Common dividends
(1,798 )
(1,779 )
(5,449 )
(5,381 )
Preferred dividends and distributions on other equity instruments
(88 )
(69 )
(374 )
(333 )
Share and other equity instrument issue expenses
(7 )
(2 )
(7 )
Net premium on repurchase of common shares and redemption of preferred shares and other
equity instruments
(1,334 )
(871 )
(3,469 )
(3,301 )
Remeasurement gain/(loss) on employee benefit plans
(17 )
(28 )
Realized gain/(loss) on equity securities designated at fair value through
other comprehensive income
(13 )
Balance at end of period
Accumulated other comprehensive income (loss)
Net unrealized gain/(loss) on financial assets at fair value through other comprehensive income:
Balance at beginning of period
(352 )
(194 )
(208 )
(413 )
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
1
Other comprehensive income (loss)
Allowance for credit losses
(1 )
Balance at end of period
(37 )
(92 )
(37 )
(92 )
Net unrealized gain/(loss) on equity securities designated at fair value through
other comprehensive income:
Balance at beginning of period
(127 )
Other comprehensive income (loss)
Reclassification of loss/(gain) to retained earnings
(10 )
(86 )
(86 )
Balance at end of period
Gain/(loss) from changes in fair value due to own credit risk on financial liabilities
designated at fair value through profit or loss:
Balance at beginning of period
(1 )
(38 )
(22 )
(38 )
Other comprehensive income (loss)
(34 )
(13 )
Balance at end of period
(35 )
(16 )
(35 )
(16 )
Net unrealized foreign currency translation gain/(loss) on investments in foreign
operations, net of hedging activities:
Balance at beginning of period
Other comprehensive income (loss)
(328 )
(343 )
Balance at end of period
Net gain/(loss) on derivatives designated as cash flow hedges:
Balance at beginning of period
(1,078 )
(4,790 )
(2,924 )
(5,472 )
Other comprehensive income (loss)
(816 )
Balance at end of period
(1,894 )
(3,197 )
(1,894 )
(3,197 )
Share of accumulated other comprehensive income (loss) from investment in Schwab
(3,025 )
(3,025 )
Total accumulated other comprehensive income
Total equity
$
$
$
$
1
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 57
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
Cash flows from (used in) operating activities
Net income (loss)
$
$
(181 )
$
$
Adjustments to determine net cash flows from (used in) operating activities
Gain on sale of Schwab shares
(9,159 )
Provision for (recovery of) credit losses
Depreciation
Amortization of other intangibles
Net securities loss/(gain)
(7 )
Share of net income from investment in Schwab
(190 )
(305 )
(525 )
Deferred taxes
(440 )
(175 )
(967 )
(972 )
Changes in operating assets and liabilities
Interest receivable and payable
(284 )
(1,129 )
Securities sold under repurchase agreements
(9,426 )
Securities purchased under reverse repurchase agreements
(11,804 )
(7,196 )
(20,063 )
(8,585 )
Securities sold short
(2,895 )
(4,105 )
Trading loans, securities, and other
(10,677 )
(6,829 )
(29,909 )
(21,085 )
Loans net of securitization and sales
(635 )
(11,261 )
(45,550 )
Deposits
(6,485 )
(9,068 )
Derivatives
Non-trading financial assets at fair value through profit or loss
(500 )
Financial assets and liabilities designated at fair value through profit or loss
(13,447 )
Securitization liabilities
Current taxes
Brokers, dealers, and clients amounts receivable and payable
(283 )
(5,433 )
(3,935 )
(7,700 )
Other, including unrealized foreign currency translation loss/(gain)
(18,963 )
(2,965 )
(23,075 )
(2,513 )
Net cash from (used in) operating activities
(21,692 )
(9,926 )
(60,233 )
(24,757 )
Cash flows from (used in) financing activities
Issuance of subordinated notes and debentures
Redemption or repurchase of subordinated notes and debentures
(194 )
(1,483 )
(3,188 )
(1,525 )
Common shares issued, net of issuance costs
Repurchase of common shares, including tax on net value of share repurchases
(1,561 )
(1,061 )
(4,132 )
(4,003 )
Preferred shares and other equity instruments issued, net of issuance costs
Redemption of preferred shares and other equity instruments
(350 )
(950 )
(850 )
(1,300 )
Sale of treasury shares and other equity instruments
Purchase of treasury shares and other equity instruments
(3,295 )
(2,892 )
(11,066 )
(8,393 )
Dividends paid on shares and distributions paid on other equity instruments
(1,886 )
(1,719 )
(5,693 )
(5,316 )
Repayment of lease liabilities
(504 )
(181 )
(1,013 )
(506 )
Net cash from (used in) financing activities
(4,437 )
(4,065 )
(11,909 )
(9,397 )
Cash flows from (used in) investing activities
Interest-bearing deposits with banks
(4,202 )
Activities in financial assets at fair value through other comprehensive income
Purchases
(25,139 )
(8,236 )
(67,952 )
(21,862 )
Proceeds from maturities
Proceeds from sales
Activities in debt securities at amortized cost
Purchases
(12,460 )
(2,723 )
(41,797 )
(8,423 )
Proceeds from maturities
Proceeds from sales
Net purchases of land, buildings, equipment, other depreciable assets, and other intangibles
(575 )
(568 )
(1,508 )
(1,464 )
Net cash acquired from divestitures
Net cash from (used in) investing activities
Effect of exchange rate changes on cash and due from banks
(18 )
(25 )
Net increase (decrease) in cash and due from banks
(920 )
Cash and due from banks at beginning of period
Cash and due from banks at end of period
$
$
$
$
Supplementary disclosure of cash flows from operating activities
Amount of income taxes paid (refunded) during the period
$
$
$
$
Amount of interest paid during the period
Amount of interest received during the period
Amount of dividends received during the period
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 58
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: NATURE OF OPERATIONS
CORPORATE INFORMATION
The Toronto-Dominion Bank is a bank chartered under the
Bank Act (Canada)
. The shareholders of a bank are not, as shareholders, liable for any liability, act, or
default of the bank except as otherwise provided under the
Bank Act (Canada)
. The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Group (“TD” or the “Bank”). The Bank was formed through the amalgamation on February 1, 1955, of The Bank of Toronto (chartered in 1855) and The
Dominion Bank (chartered in 1869). The Bank is incorporated and domiciled in Canada with its registered and principal business offices located at 66 Wellington
Street West, Toronto, Ontario. TD serves customers in four business segments operating in a number of locations in key financial centres around the globe:
Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking.
BASIS OF PREPARATION
The accompanying Interim Consolidated Financial Statements have been prepared on a condensed basis in accordance with International Accounting Standards
34,
Interim Financial Reporting
of the Bank’s 2024 Annual Consolidated Financial Statements, including the accounting requirements of the Office of the Superintendent of Financial Institutions
Canada (OSFI), which were consistently applied to all periods presented, except for any new accounting standards adopted as described below in Note 2. The
Interim Consolidated Financial Statements are presented in Canadian dollars, unless otherwise indicated.
Certain comparative amounts have been revised to conform with the presentation adopted in the current period.
The preparation of the Interim Consolidated Financial Statements requires that management make judgments, estimates, and assumptions regarding the
reported amount of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities, as further described in Note 3 of the Bank’s 2024
Annual Consolidated Financial Statements and in Note 3 of this report. Accordingly, actual results may differ from estimated amounts as future confirming events
occur.
The Bank’s Interim Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and events in similar
circumstances. All intercompany transactions, balances, and unrealized gains and losses on transactions are eliminated on consolidation.
The Interim Consolidated Financial Statements for the three and nine months ended July 31, 2025, were approved and authorized for issue by the Bank’s
Board of Directors, in accordance with a recommendation of the Audit Committee, on August 27, 2025.
As the Interim Consolidated Financial Statements do not include all of the disclosures normally provided in the Annual Consolidated Financial Statements, they
should be read in conjunction with the Bank’s 2024 Annual Consolidated Financial Statements and the accompanying Notes, and the shaded sections of the 2024
Management’s Discussion and Analysis (MD&A). The risk management policies and procedures of the Bank are provided in the MD&A. The shaded sections of
the “Managing Risk” section of the MD&A in this report, relating to market, liquidity, and insurance risks, are an integral part of these Interim Consolidated Financial
Statements, as permitted by IFRS.
NOTE 2: CURRENT AND FUTURE CHANGES IN ACCOUNTING POLICIES
CURRENT CHANGES IN ACCOUNTING POLICIES
There were no new accounting policies adopted by the Bank for the three and nine months ended July 31, 2025.
FUTURE CHANGES IN ACCOUNTING POLICIES
There were no new accounting standards or amendments issued during the three and nine months ended July 31, 2025. Refer to Note 4 of the Bank’s 2024
Annual Consolidated Financial Statements for a description of future changes in accounting policies.
NOTE 3: SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES, AND ASSUMPTIONS
The estimates used in the Bank’s accounting policies are essential to understanding its results of operations and financial condition. Some of the Bank’s policies
require subjective, complex judgments and estimates as they relate to matters that are inherently uncertain. Changes in these judgments or estimates and
changes to accounting standards and policies could have a materially adverse impact on the Bank’s Interim Consolidated Financial Statements. The Bank has
established procedures to ensure that accounting policies are applied consistently and that the processes for changing methodologies, determining estimates, and
adopting new accounting standards are well-controlled and occur in an appropriate and systematic manner. Refer to Note 3 of the Bank’s 2024 Annual
Consolidated Financial Statements for a description of significant accounting judgments, estimates, and assumptions.
Impairment – Expected Credit Loss Model
The expected credit loss (ECL) model requires the application of judgments, estimates, and assumptions in the assessment of the current and forward-looking
economic environment. There remains elevated economic uncertainty, and management continues to exercise expert credit judgment in assessing if an exposure
has experienced significant increase in credit risk since initial recognition and in determining the amount of ECLs at each reporting date. To the extent that certain
effects are not fully incorporated into the model calculations, temporary quantitative and qualitative adjustments have been applied, including for risks related to
elevated uncertainty associated with policy and trade, and such adjustments will be updated as appropriate in future quarters.
Consolidation of Structured Entities
Effective July 31, 2025, the Bank concluded that it no longer controls its U.S. multi-seller asset-backed commercial paper (ABCP) conduits due to a change in the
Bank's exposure to variable returns and has therefore deconsolidated these conduits prospectively. The deconsolidation has resulted in a decrease of
$
assets and $
securities, and other on the Interim Consolidated Balance Sheet, representing the ABCPs purchased by the Bank ($
was previously eliminated upon consolidation). Impacts on the Interim Consolidated Statement of Income as a result of deconsolidation are minimal. In addition,
the Bank continues to provide liquidity facilities to these conduits. The total committed undrawn amount under these facilities as at July 31, 2025 was $
(October 31, 2024 – $
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 59
NOTE 4: FAIR VALUE MEASUREMENTS
There have been no significant changes to the Bank’s approach and methodologies used to determine fair value measurements for the three and nine months
ended July 31, 2025.
(a)
The following table reflects the fair value of the Bank’s financial assets and liabilities not carried at fair value.
Financial Assets and Liabilities not carried at Fair Value
1
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Carrying
Fair
Carrying
Fair
value
value
value
value
FINANCIAL ASSETS
Debt securities at amortized cost, net of allowance for credit losses
Government and government-related securities
$
$
$
$
Other debt securities
Total debt securities at amortized cost, net of allowance for credit losses
Total loans, net of allowance for loan losses
Total financial assets not carried at fair value
$
$
$
$
FINANCIAL LIABILITIES
Deposits
$
$
$
$
Securitization liabilities at amortized cost
Subordinated notes and debentures
Total financial liabilities not carried at fair value
$
$
$
$
1
This table excludes financial assets and liabilities where the carrying value approximates their fair value.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 60
(b)
FAIR VALUE HIERARCHY
The following table presents the levels within the fair value hierarchy for each of the assets and liabilities measured at fair value on a recurring basis as at
July 31, 2025 and October 31, 2024.
Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
FINANCIAL ASSETS AND COMMODITIES
Trading loans, securities, and other
1
Government and government-related securities
Canadian government debt
Federal
$
$
$
$
$
$
$
$
Provinces
U.S. federal, state, municipal governments,
Other OECD
2
Mortgage-backed securities
Other debt securities
Canadian issuers
Other issuers
Equity securities
Trading loans
Commodities
Retained interests
Non-trading financial assets at fair value
through profit or loss
Securities
Loans
Derivatives
Interest rate contracts
Foreign exchange contracts
Credit contracts
Equity contracts
Commodity contracts
Financial assets designated at
fair value through profit or loss
Securities
1
Financial assets at fair value through other
comprehensive income
Government and government-related securities
Canadian government debt
Federal
Provinces
U.S. federal, state, municipal governments,
Other OECD government-guaranteed debt
Mortgage-backed securities
Other debt securities
Asset-backed securities
Corporate and other debt
Equity securities
Loans
Securities purchased under reverse
repurchase agreements
FINANCIAL LIABILITIES
Trading deposits
Derivatives
Interest rate contracts
Foreign exchange contracts
Credit contracts
Equity contracts
Commodity contracts
Securitization liabilities at fair value
Financial liabilities designated at fair value
through profit or loss
Obligations related to securities sold short
1
Obligations related to securities sold
under repurchase agreements
1
Balances reflect the reduction of securities owned (long positions) by the amount of identical securities sold but not yet purchased (short positions).
2
Organisation for Economic Co-operation and Development (OECD).
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 61
(c)
The Bank’s policy is to record transfers of assets and liabilities between the different levels of the fair value hierarchy using the fair values as at the end of each
reporting period. Assets and liabilities are transferred between Level 1 and Level 2 depending on whether there is sufficient frequency and volume in an active
market.
During the three months ended July 31, 2025, the Bank transferred $
through other comprehensive income (FVOCI), and $
ended July 31, 2025, the Bank transferred $
obligations related to securities sold short from Level 1 to Level 2. There were no significant transfers between Level 1 and Level 2 during the three months ended
July 31, 2024.
During the nine months ended July 31, 2025, the Bank transferred $
and $
$
between Level 1 and Level 2 during the nine months ended July 31, 2024.
There were no significant transfers between Level 2 and Level 3 during the three and nine months ended July 31, 2025, and July 31, 2024.
There were no significant changes to the unobservable inputs and sensitivities for assets and liabilities classified as Level 3 during the three and nine months
ended July 31, 2025, and July 31, 2024.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 62
(d)
RECONCILIATION OF CHANGES IN FAIR VALUE FOR LEVEL 3 ASSETS AND LIABILITIES
The following tables set out changes in fair value of all assets and liabilities measured at fair value using significant Level 3 unobservable inputs for the three and
nine months ended July 31, 2025 and July 31, 2024.
Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities
(millions of Canadian dollars)
Change in
unrealized
Fair
Total realized and
Fair
gains
value as at
unrealized gains (losses)
Movements
1
Transfers
value as at
(losses) on
May 1
Included
Included
Purchases/
Sales/
Into
Out of
July 31
instruments
2025
in income
2
in OCI
3,4
Issuances
Settlements
Level 3
Level 3
2025
still held
5
FINANCIAL ASSETS
Trading loans, securities,
and other
Other debt securities
$
$
(1 )
$
$
$
(1 )
$
$
(2 )
$
$
(1 )
Equity securities
(1 )
(1 )
(2 )
(1 )
Non-trading financial
assets at fair value
through profit or loss
Securities
(11 )
(11 )
Financial assets at fair value
through other
comprehensive income
Other debt securities
Equity securities
(659 )
$
$
$
$
$
(659 )
$
$
$
$
FINANCIAL LIABILITIES
Trading deposits
6
$
(384 )
$
$
$
(45 )
$
$
$
$
(398 )
$
Derivatives
7
Interest rate contracts
(81 )
(64 )
(5 )
Foreign exchange contracts
(1 )
(1 )
(1 )
Equity contracts
(131 )
(3 )
(1 )
(132 )
(4 )
Commodity contracts
(20 )
(233 )
(1 )
(182 )
Financial liabilities designated
at fair value
through profit or loss
(1 )
(5 )
(2 )
Change in
unrealized
Fair
Total realized and
Fair
gains
value as at
unrealized gains (losses)
Movements
1
Transfers
value as at
(losses) on
November 1
Included
Included
Purchases/
Sales/
Into
Out of
July 31
instruments
2024
in income
2
in OCI
4
Issuances
Settlements
Level 3
Level 3
2025
still held
5
FINANCIAL ASSETS
Trading loans, securities,
and other
Other debt securities
$
$
(1 )
$
$
$
(23 )
$
$
(2 )
$
$
(2 )
Equity securities
(7 )
(1 )
(30 )
(2 )
(3 )
Non-trading financial
assets at fair value
through profit or loss
Securities
(47 )
(10 )
(16 )
(47 )
(10 )
(16 )
Financial assets at fair value
through other
comprehensive income
Other debt securities
(7 )
Equity securities
(1,211 )
$
$
$
$
$
(1,218 )
$
$
$
$
FINANCIAL LIABILITIES
Trading deposits
6
$
(505 )
$
$
$
(169 )
$
$
$
$
(398 )
$
Derivatives
7
Interest rate contracts
(158 )
(64 )
Foreign exchange contracts
(13 )
Equity contracts
(24 )
(106 )
(3 )
(2 )
(132 )
(106 )
Commodity contracts
(10 )
(191 )
(14 )
(182 )
Financial liabilities designated
at fair value
through profit or loss
(24 )
(19 )
(2 )
1
Includes foreign exchange.
2
3
4
5
6
7
(April 30, 2025/May 1, 2025 – $
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 63
Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities
(millions of Canadian dollars)
Change in
unrealized
Fair
Total realized and
Fair
gains
value as at
unrealized gains (losses)
Movements
1
Transfers
value as at
(losses) on
May 1
Included
Included
Purchases/
Sales/
Into
Out of
July 31
instruments
2024
in income
2
in OCI
3
Issuances
Settlements
Level 3
Level 3
2024
still held
4
FINANCIAL ASSETS
Trading loans, securities,
and other
Government and government-
related securities
$
$
$
$
$
$
$
$
$
Other debt securities
(1 )
(27 )
Equity securities
(5 )
(6 )
(27 )
Non-trading financial
assets at fair value
through profit or loss
Securities
(22 )
(22 )
Financial assets at fair value
through other
comprehensive income
Other debt securities
(3 )
Equity securities
(23 )
$
$
$
$
$
(26 )
$
$
$
$
FINANCIAL LIABILITIES
Trading deposits
5
$
(910 )
$
(18 )
$
$
(24 )
$
$
$
$
(724 )
$
(12 )
Derivatives
6
Interest rate contracts
(148 )
(22 )
(160 )
(14 )
Foreign exchange contracts
(7 )
(5 )
(4 )
(1 )
Equity contracts
(23 )
(23 )
(2 )
Commodity contracts
(15 )
(172 )
(11 )
(2 )
(5 )
(187 )
(17 )
Financial liabilities designated
at fair value through profit
or loss
(74 )
(77 )
(9 )
Change in
unrealized
Fair
Total realized and
Fair
gains
value as at
unrealized gains (losses)
Movements
1
Transfers
value as at
(losses) on
November 1
Included
Included
Purchases/
Sales/
Into
Out of
July 31
instruments
2023
in income
2
in OCI
3
Issuances
Settlements
Level 3
Level 3
2024
still held
4
FINANCIAL ASSETS
Trading loans, securities,
and other
Government and government-
related securities
$
$
$
$
$
(67 )
$
$
$
$
Other debt securities
(86 )
(76 )
Equity securities
(1 )
(7 )
(160 )
(76 )
Non-trading financial
assets at fair value
through profit or loss
Securities
(37 )
(1 )
(37 )
(1 )
Financial assets at fair value
through other
comprehensive income
Other debt securities
(4 )
(15 )
Equity securities
(9 )
(209 )
(10 )
$
$
$
(13 )
$
$
(224 )
$
$
$
$
(10 )
FINANCIAL LIABILITIES
Trading deposits
5
$
(985 )
$
(8 )
$
$
(98 )
$
$
$
$
(724 )
$
(10 )
Derivatives
6
Interest rate contracts
(126 )
(63 )
(160 )
(36 )
Foreign exchange contracts
(6 )
(11 )
(4 )
Equity contracts
(21 )
(1 )
(1 )
(1 )
(23 )
(3 )
Commodity contracts
(1 )
(4 )
(5 )
(154 )
(56 )
(12 )
(187 )
(44 )
Financial liabilities designated
at fair value
through profit or loss
(22 )
(210 )
(9 )
1
Includes foreign exchange.
2
3
4
5
6
(April 30, 2024/May 1, 2024 – $
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 64
NOTE 5: SECURITIES
(a)
UNREALIZED SECURITIES GAINS (LOSSES)
The following table summarizes the unrealized gains and losses as at July 31, 2025 and October 31, 2024.
Unrealized Gains (Losses) for Securities at Fair Value Through Other Comprehensive Income
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Cost/
Gross
Gross
Cost/
Gross
Gross
amortized
unrealized
unrealized
Fair
amortized
unrealized
unrealized
Fair
cost
1
gains
(losses)
value
cost
1
gains
(losses)
value
Government and government-related
securities
Canadian government debt
Federal
$
$
$
(100 )
$
$
$
$
(159 )
$
Provinces
(26 )
(70 )
U.S. federal, state, municipal governments, and
(190 )
(196 )
Other OECD government-guaranteed debt
(2 )
(9 )
Mortgage-backed securities
(2 )
(5 )
(320 )
(439 )
Other debt securities
Asset-backed securities
(24 )
(14 )
Corporate and other debt
(36 )
(50 )
(60 )
(64 )
Total debt securities
(380 )
(503 )
Equity securities
Common shares
(76 )
(72 )
Preferred shares
(159 )
(160 )
(235 )
(232 )
Total securities at fair value through
$
$
$
(615 )
$
$
$
$
(735 )
$
1
Includes the foreign exchange translation of amortized cost balances at the period-end spot rate.
(b)
EQUITY SECURITIES DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
The Bank designated certain equity securities at FVOCI.
The following table summarizes the fair value of equity securities designated at FVOCI as at
July 31, 2025 and October 31, 2024, and dividend income recognized on these securities for the three and nine months ended July 31, 2025 and July 31, 2024.
Equity Securities Designated at Fair Value Through Other Comprehensive Income
(millions of Canadian dollars)
As at
For the three months ended
For the nine months ended
July 31, 2025
October 31, 2024
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Fair value
Dividend income recognized
Dividend income recognized
Common shares
$
$
$
$
$
$
Preferred shares
Total
$
$
$
$
$
$
The Bank disposed of certain equity securities in line with the Bank’s investment strategy and disposed of Federal Home Loan Bank (FHLB) stock in accordance
with FHLB member stockholding requirements, as follows:
Equity Securities Net Realized Gains (Losses)
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Equity Securities
1
Fair value
$
$
$
$
Cumulative realized gain/(loss)
(5 )
FHLB Stock
Fair value
Cumulative realized gain/(loss)
1
Includes disposal of the Bank’s holdings in First Horizon Corporation common shares in fiscal 2024.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 65
(c)
DEBT SECURITIES NET REALIZED GAINS (LOSSES)
The Bank disposed of certain debt securities measured at amortized cost and FVOCI during the quarter.
The following table summarizes the net realized gains
and losses on securities disposed of during the three and nine months ended July 31, 2025 and July 31, 2024, which are included in Other income (loss) on the
Interim Consolidated Statement of Income.
Debt Securities Net Realized Gains (Losses)
1
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Debt securities at amortized cost
$
(337 )
$
$
(1,533 )
$
(69 )
Debt securities at fair value through other comprehensive income
(35 )
(41 )
Total
$
(372 )
$
$
(1,574 )
$
(53 )
1
Includes $
July 31, 2024 –
nil
) of pre-tax losses on debt securities related to the balance sheet restructuring initiative undertaken in the U.S. Retail segment. Refer to Note 26 of the Bank’s 2024
Annual Consolidated Financial Statements for additional information regarding the asset limitation on TD’s two U.S. bank subsidiaries.
(d)
CREDIT QUALITY OF DEBT SECURITIES
The Bank evaluates non-retail credit risk on an individual borrower basis, using both a borrower risk rating (BRR) and facility risk rating, as detailed in the shaded
area of the “Managing Risk” section of the 2024 MD&A. This system is used to assess all non-retail exposures, including debt securities.
The following table provides the gross carrying amounts of debt securities measured at amortized cost and debt securities at FVOCI by internal risk rating for credit
risk management purposes, presenting separately those debt securities that are subject to Stage 1, Stage 2, and Stage 3 allowances. Refer to the “Allowance for
Credit Losses” table in Note 6 for details regarding the allowance and provision for credit losses on debt securities.
Debt Securities by Risk Rating
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Debt securities
1
Investment grade
$
$
$
n/a
2
$
$
$
$
n/a
$
Non-investment grade
n/a
n/a
Watch and classified
n/a
n/a
n/a
n/a
Default
n/a
n/a
n/a
n/a
Total debt securities
Allowance for credit losses on debt securities
at amortized cost
Total debt securities, net of allowance
$
$
$
$
$
$
$
$
1
Includes debt securities backed by government-guaranteed loans of $
based on the issuer’s credit risk.
2
As at July 31, 2025, total debt securities, net of allowance, in the table above, include debt securities measured at amortized cost, net of allowance, of
$
difference between probability-weighted ECLs and base ECLs on debt securities at FVOCI and at amortized cost as at both July 31, 2025 and October 31, 2024,
was insignificant.
NOTE 6: LOANS, IMPAIRED LOANS, AND ALLOWANCE FOR CREDIT LOSSES
(a)
LOANS
The following table provides details regarding the Bank’s loans as at July 31, 2025 and October 31, 2024.
Loans
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Residential mortgages
$
$
Consumer instalment and other personal
Credit card
Business and government
Loans at FVOCI
Total loans
Total allowance for loan losses
Total loans, net of allowance
$
$
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 66
Business and government loans and loans at FVOCI are grouped together as reflected below for presentation in the “Loans by Risk Ratings” table.
Loans – Business and Government
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Loans at amortized cost
$
$
Loans at FVOCI
Loans
Allowance for loan losses
Loans, net of allowance
$
$
(b)
CREDIT QUALITY OF LOANS
In the retail portfolio, including individuals and small businesses, the Bank manages exposures on a pooled basis, using predictive credit scoring techniques. For
non-retail exposures, each borrower is assigned a BRR that reflects the probability of default (PD) of the borrower using proprietary industry and sector specific
risk models and expert judgment. Refer to the shaded areas of the “Managing Risk” section of the 2024 MD&A for further details, including the mapping of PD
ranges to risk levels for retail exposures as well as the Bank’s 21-point BRR scale to risk levels and external ratings for non-retail exposures.
The following table provides the gross carrying amounts of loans and credit risk exposures on loan commitments and financial guarantee contracts by internal risk
ratings for credit risk management purposes, presenting separately those that are subject to Stage 1, Stage 2, and Stage 3 allowances.
Loans by Risk Ratings
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Residential mortgages
1,2,3
Low Risk
$
$
$
n/a
$
$
$
$
n/a
$
Normal Risk
n/a
n/a
Medium Risk
n/a
n/a
High Risk
Default
n/a
n/a
n/a
n/a
Total loans
Allowance for loan losses
Loans, net of allowance
Consumer instalment and other personal
4
Low Risk
n/a
n/a
Normal Risk
n/a
n/a
Medium Risk
n/a
n/a
High Risk
Default
n/a
n/a
n/a
n/a
Total loans
Allowance for loan losses
Loans, net of allowance
Credit card
Low Risk
n/a
n/a
Normal Risk
n/a
n/a
Medium Risk
n/a
n/a
High Risk
Default
n/a
n/a
n/a
n/a
Total loans
Allowance for loan losses
Loans, net of allowance
Business and government
1,2,3,5
Investment grade or Low/Normal Risk
n/a
n/a
Non-investment grade or Medium Risk
n/a
n/a
Watch and classified or High Risk
Default
n/a
n/a
n/a
n/a
Total loans
Allowance for loan losses
Loans, net of allowance
Total loans
Total allowance for loan losses
Total loans, net of allowance
$
$
$
$
$
$
$
$
1
Includes impaired loans with a balance of $
exceeded the loan amount.
2
Excludes trading loans and non-trading loans at FVTPL with a fair value of $
3
Includes insured mortgages of $
4
5
Includes loans guaranteed by government agencies of $
the borrowers’ credit risk.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 67
Loans by Risk Ratings
(Continued)
1
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Retail Exposures
2
Low Risk
$
$
$
n/a
$
$
$
$
n/a
$
Normal Risk
n/a
n/a
Medium Risk
n/a
n/a
High Risk
Default
n/a
n/a
n/a
n/a
Non-Retail Exposures
3
Investment grade
n/a
n/a
Non-investment grade
n/a
n/a
Watch and classified
Default
n/a
n/a
n/a
n/a
Total off-balance sheet credit
instruments
Allowance for off-balance sheet credit
instruments
Total off-balance sheet credit
instruments, net of allowance
$
$
$
$
$
$
$
$
1
Excludes mortgage commitments.
2
3
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 68
(c)
ALLOWANCE FOR CREDIT LOSSES
The following table provides details on the Bank’s allowance for credit losses as at and for the three and nine months ended July 31, 2025 and July 31, 2024,
including allowance for off-balance sheet instruments in the applicable categories.
Allowance for Credit Losses
(millions of Canadian dollars)
Foreign
Foreign
exchange,
exchange,
Balance at
Provision
Write-offs,
disposals,
Balance
Balance at
Provision
Write-offs,
disposals,
Balance
beginning
for credit
net of
and other
at end of
beginning
for credit
net of
and other
at end of
of period
losses
recoveries
adjustments
period
of period
losses
recoveries
adjustments
period
For the three months ended
July 31, 2025
July 31, 2024
Residential mortgages
$
$
$
(5 )
$
$
$
$
(16 )
$
(2 )
$
$
Consumer instalment and other
personal
(293 )
(302 )
Credit card
(394 )
(396 )
Business and government
(141 )
(31 )
(88 )
(3 )
Total allowance for loan losses,
including off-balance sheet
instruments
(833 )
(22 )
(788 )
Debt securities at amortized cost
(1 )
Debt securities at FVOCI
Total allowance for credit
losses on debt securities
(1 )
Total allowance for credit losses
$
$
$
(833 )
$
(22 )
$
$
$
$
(788 )
$
$
Comprising:
Allowance for credit losses on
loans at amortized cost
$
$
$
$
Allowance for credit losses on
loans at FVOCI
Allowance for loan losses
Allowance for off-balance sheet
instruments
Allowance for credit losses on
debt securities
For the nine months ended
July 31, 2025
July 31, 2024
Residential mortgages
$
$
(14 )
$
(6 )
$
$
$
$
(16 )
$
(5 )
$
$
Consumer instalment and other
personal
(934 )
(4 )
(865 )
(2 )
Credit card
(1,265 )
(8 )
(1,168 )
(8 )
Business and government
(687 )
(56 )
(408 )
(42 )
Total allowance for loan losses,
including off-balance sheet
instruments
(2,892 )
(68 )
(2,446 )
(49 )
Debt securities at amortized cost
(1 )
Debt securities at FVOCI
(1 )
Total allowance for credit
losses on debt securities
Total allowance for credit losses
$
$
$
(2,892 )
$
(68 )
$
$
$
$
(2,446 )
$
(49 )
$
Comprising:
Allowance for credit losses on
loans at amortized cost
$
$
$
$
Allowance for credit losses on
loans at FVOCI
Allowance for loan losses
Allowance for off-balance sheet
instruments
Allowance for credit losses on
debt securities
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 69
(d)
ALLOWANCE FOR LOAN LOSSES BY STAGE
The following table provides details on the Bank’s allowance for loan losses by stage as at and for the three months ended July 31, 2025 and July 31, 2024.
Allowance for Loan Losses by Stage
(millions of Canadian dollars)
For the three months ended
July 31, 2025
July 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Residential Mortgages
Balance at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(27 )
(1 )
(42 )
Transfer to Stage 2
(7 )
(8 )
(6 )
(6 )
Transfer to Stage 3
(13 )
(6 )
Net remeasurement due to transfers into stage
2
(7 )
(3 )
(10 )
(5 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(1 )
(1 )
(2 )
(1 )
(1 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(3 )
(5 )
(8 )
(16 )
(2 )
(8 )
(6 )
(16 )
Changes to risk, parameters, and models
6
(22 )
(32 )
(3 )
Disposals
Write-offs
(5 )
(5 )
(2 )
(2 )
Recoveries
Foreign exchange and other adjustments
Balance at end of period
$
$
$
$
$
$
$
$
Consumer Instalment and Other Personal
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(212 )
(1 )
(177 )
(1 )
Transfer to Stage 2
(54 )
(23 )
(61 )
(21 )
Transfer to Stage 3
(2 )
(71 )
(2 )
(61 )
Net remeasurement due to transfers into stage
2
(91 )
(22 )
(81 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(23 )
(27 )
(5 )
(55 )
(20 )
(25 )
(5 )
(50 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(22 )
(29 )
(16 )
(67 )
(22 )
(31 )
(13 )
(66 )
Changes to risk, parameters, and models
6
(79 )
(82 )
Disposals
Write-offs
(385 )
(385 )
(386 )
(386 )
Recoveries
Foreign exchange and other adjustments
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
7
Balance at end of period
$
$
$
$
$
$
$
$
Credit Card
8
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(269 )
(11 )
(289 )
(12 )
Transfer to Stage 2
(88 )
(25 )
(73 )
(25 )
Transfer to Stage 3
(7 )
(240 )
(5 )
(206 )
Net remeasurement due to transfers into stage
2
(98 )
(132 )
(17 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(13 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(13 )
(31 )
(61 )
(105 )
(10 )
(17 )
(99 )
(126 )
Changes to risk, parameters, and models
6
(125 )
(93 )
Disposals
Write-offs
(497 )
(497 )
(478 )
(478 )
Recoveries
Foreign exchange and other adjustments
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
7
Balance at end of period
$
$
$
$
$
$
$
$
1
Transfers represent stage transfer movements prior to ECL remeasurement.
2
described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2024 Annual Consolidated Financial Statements, holding all other factors impacting the
change in ECLs constant.
3
4
5
6
subsequent to stage migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information ” and “Expert Credit Judgment” sections of Note 2 and Note 3 of the
Bank’s 2024 Annual Consolidated Financial Statements for further details.
7
8
Consolidated Financial Statements for further details.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 70
Allowance for Loan Losses by Stage
(Continued)
(millions of Canadian dollars)
For the three months ended
July 31, 2025
July 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Business and Government
1
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
2
(122 )
(1 )
(80 )
Transfer to Stage 2
(203 )
(11 )
(158 )
(5 )
Transfer to Stage 3
(2 )
(181 )
(1 )
(85 )
Net remeasurement due to transfers into stage
2
(29 )
(1 )
(27 )
New originations or purchases
2
n/a
n/a
n/a
n/a
Net repayments
2
(30 )
(26 )
(22 )
(7 )
(27 )
Derecognition of financial assets (excluding
disposals and write-offs)
2
(217 )
(314 )
(121 )
(652 )
(161 )
(196 )
(75 )
(432 )
Changes to risk, parameters, and models
2
(4 )
(61 )
Disposals
(13 )
(13 )
Write-offs
(158 )
(158 )
(113 )
(113 )
Recoveries
Foreign exchange and other adjustments
(5 )
(20 )
(18 )
(17 )
(3 )
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
3
Balance at end of period
Total Allowance, including off-balance sheet
instruments, at end of period
Less: Total Allowance for off-balance sheet
instruments
3
Total Allowance for Loan Losses at end of period
$
$
$
$
$
$
$
$
1
Includes allowance for loan losses related to customers’ liability under acceptances.
2
3
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 71
The following table provides details on the Bank’s allowance for loan losses by stage as at and for the nine months ended July 31, 2025 and July 31, 2024.
Allowance for Loan Losses by Stage
(millions of Canadian dollars)
For the nine months ended
July 31, 2025
July 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Residential Mortgages
Balance at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(81 )
(4 )
(107 )
(3 )
Transfer to Stage 2
(20 )
(23 )
(23 )
(17 )
Transfer to Stage 3
(32 )
(23 )
Net remeasurement due to transfers into stage
2
(19 )
(7 )
(24 )
(6 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(3 )
(3 )
(6 )
(3 )
(3 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(12 )
(15 )
(21 )
(48 )
(5 )
(20 )
(29 )
(54 )
Changes to risk, parameters, and models
6
(65 )
(103 )
Disposals
Write-offs
(7 )
(7 )
(6 )
(6 )
Recoveries
Foreign exchange and other adjustments
(1 )
Balance at end of period
$
$
$
$
$
$
$
$
Consumer Instalment and Other Personal
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(533 )
(4 )
(448 )
(3 )
Transfer to Stage 2
(178 )
(71 )
(191 )
(63 )
Transfer to Stage 3
(7 )
(220 )
(8 )
(183 )
Net remeasurement due to transfers into stage
2
(234 )
(13 )
(198 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(65 )
(81 )
(13 )
(159 )
(56 )
(70 )
(12 )
(138 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(64 )
(86 )
(36 )
(186 )
(55 )
(77 )
(39 )
(171 )
Changes to risk, parameters, and models
6
(227 )
(208 )
Disposals
Write-offs
(1,196 )
(1,196 )
(1,103 )
(1,103 )
Recoveries
Foreign exchange and other adjustments
(1 )
(3 )
(4 )
(1 )
(2 )
(2 )
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
7
Balance at end of period
$
$
$
$
$
$
$
$
Credit Card
8
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
1
(967 )
(33 )
(783 )
(27 )
Transfer to Stage 2
(256 )
(69 )
(249 )
(61 )
Transfer to Stage 3
(18 )
(768 )
(16 )
(668 )
Net remeasurement due to transfers into stage
2
(398 )
(35 )
(358 )
New originations or purchases
3
n/a
n/a
n/a
n/a
Net repayments
4
(7 )
Derecognition of financial assets (excluding
disposals and write-offs)
5
(49 )
(74 )
(240 )
(363 )
(30 )
(51 )
(271 )
(352 )
Changes to risk, parameters, and models
6
(400 )
(329 )
Disposals
Write-offs
(1,558 )
(1,558 )
(1,408 )
(1,408 )
Recoveries
Foreign exchange and other adjustments
(3 )
(2 )
(3 )
(8 )
(3 )
(4 )
(1 )
(8 )
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
7
Balance at end of period
$
$
$
$
$
$
$
$
1
Transfers represent stage transfer movements prior to ECL remeasurement.
2
described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2024 Annual Consolidated Financial Statements, holding all other factors impacting the
change in ECLs constant.
3
4
5
6
subsequent to stage migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information ” and “Expert Credit Judgment” sections of Note 2 and Note 3 of the
Bank’s 2024 Annual Consolidated Financial Statements for further details.
7
8
Consolidated Financial Statements for further details.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 72
Allowance for Loan Losses by Stage
(Continued)
(millions of Canadian dollars)
For the nine months ended
July 31, 2025
July 31, 2024
Stage 1
Stage 2
Stage 3
Total
Stage 1
Stage 2
Stage 3
Total
Business and Government
1
Balance, including off-balance sheet instruments,
at beginning of period
$
$
$
$
$
$
$
$
Provision for credit losses
Transfer to Stage 1
2
(273 )
(4 )
(194 )
Transfer to Stage 2
(517 )
(31 )
(441 )
(12 )
Transfer to Stage 3
(6 )
(405 )
(17 )
(220 )
Net remeasurement due to transfers into stage
2
(75 )
(66 )
New originations or purchases
2
n/a
n/a
n/a
n/a
Net repayments
2
(22 )
(116 )
(121 )
(41 )
(36 )
(58 )
Derecognition of financial assets (excluding
disposals and write-offs)
2
(546 )
(709 )
(243 )
(1,498 )
(494 )
(450 )
(220 )
(1,164 )
Changes to risk, parameters, and models
2
(221 )
Disposals
(22 )
(22 )
Write-offs
(743 )
(743 )
(459 )
(459 )
Recoveries
Foreign exchange and other adjustments
(12 )
(31 )
(34 )
(12 )
(39 )
(42 )
Balance, including off-balance sheet instruments,
at end of period
Less: Allowance for off-balance sheet instruments
3
Balance at end of period
Total Allowance, including off-balance sheet
instruments, at end of period
Less: Total Allowance for off-balance sheet
instruments
3
Total Allowance for Loan Losses at end of period
$
$
$
$
$
$
$
$
1
Includes allowance for loan losses related to customers’ liability under acceptances.
2
3
The allowance for credit losses on all remaining financial assets is not significant.
(e)
Relevant macroeconomic factors are incorporated in risk parameters as appropriate. Additional risk factors that are industry or segment specific are also
incorporated, where relevant. The key macroeconomic variables used in determining ECLs include regional unemployment rates for all retail exposures and
regional housing price indices for residential mortgages and home equity lines of credit. For business and government loans, the key macroeconomic variables
include gross domestic product (GDP), unemployment rates, interest rates, and credit spreads. Refer to Note 3 of the Bank’s 2024 Annual Consolidated Financial
Statements for a discussion of how forward-looking information is generated and considered in determining whether there has been a significant increase in credit
risk and in measuring ECLs.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 73
Macroeconomic Variables
Select macroeconomic variables are projected over the forecast period.
The following table sets out average values of the macroeconomic variables over the four
calendar quarters starting with the current quarter, and the remaining 4-year forecast period for the base forecast and upside and downside scenarios used in
determining the Bank’s ECLs as at July 31, 2025. As the forecast period increases, information about the future becomes less readily available and projections are
anchored on assumptions around structural relationships between economic parameters that are inherently much less certain
. The baseline forecast reflects some
tempering in growth and higher unemployment as a result of higher tariffs. Uncertainty about the economic outlook remains elevated, with a further escalation in
the trade conflict posing a downside risk to global growth.
Macroeconomic Variables
As at
July 31, 2025
Base Forecast
Upside Scenario
Downside Scenario
Average
Remaining
Average
Remaining
Average
Remaining
Q3 2025-
4-year
Q3 2025-
4-year
Q3 2025-
4-year
Q2 2026
1
period
1
Q2 2026
1
period
1
Q2 2026
1
period
1
Unemployment rate
Canada
%
%
%
%
%
%
United States
Real GDP
Canada
(1.2 )
United States
(0.5 )
Home prices
Canada (average existing price)
2
(7.8 )
United States (CoreLogic HPI)
3
(7.2 )
Central bank policy interest rate
Canada
United States
U.S. 10-year treasury yield
U.S. 10-year BBB spread (%-pts)
Exchange rate (U.S. dollar/Canadian dollar)
$
$
$
$
$
$
1
The numbers represent average values for the quoted periods, and average of year-on-year growth for real GDP and home prices.
2
The average home price is the average transacted sale price of homes sold via the Multiple Listing Service; data is collected by the Canadian Real Estate Association.
3
The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time.
(f)
ECLs are sensitive to the inputs used in internally developed models, the macroeconomic variables in the forward-looking forecasts and respective probability
weightings in determining the probability-weighted ECLs, and other factors considered when applying expert credit judgment. Changes in these inputs,
assumptions, models, and judgments would affect the assessment of significant increase in credit risk and the measurement of ECLs.
The following table presents the base ECL scenario compared to the probability-weighted ECLs, with the latter derived from three ECL scenarios for performing
loans and off-balance sheet instruments. The difference reflects the impact of deriving multiple scenarios around the base ECLs and resultant change in ECLs due
to non-linearity and sensitivity to using macroeconomic forecasts.
Change from Base to Probability-Weighted ECLs
(millions of Canadian dollars, except as noted)
As at
July 31, 2025
October 31, 2024
Probability-weighted ECLs
$
$
Base ECLs
Difference – in amount
$
$
Difference – in percentage
%
%
ECLs for performing loans and off-balance sheet instruments consist of an aggregate amount of Stage 1 and Stage 2 probability-weighted ECLs which are twelve-
month ECLs and lifetime ECLs, respectively. Transfers from Stage 1 to Stage 2 ECLs result from a significant increase in credit risk since initial recognition of the
loan.
The following table shows the estimated impact of staging on ECLs by presenting all performing loans and off-balance sheet instruments calculated using
twelve-month ECLs compared to the current aggregate probability-weighted ECLs, holding all risk profiles constant.
Incremental Lifetime ECLs Impact
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
Probability-weighted ECLs
$
$
All performing loans and off-balance sheet instruments using 12-month ECLs
Incremental lifetime ECLs impact
$
$
(g)
Foreclosed assets are repossessed non-financial assets where the Bank gains title, ownership, or possession of individual properties, such as real estate
properties, which are managed for sale in an orderly manner with the proceeds used to reduce or repay any outstanding debt. The Bank does not generally occupy
foreclosed properties for its business use. The Bank predominantly relies on third-party appraisals to determine the carrying value of foreclosed assets. Foreclosed
assets held for sale were $
Balance Sheet.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 74
(h)
A loan is classified as past due when a borrower has failed to make a payment by the contractual due date.
The following table summarizes loans that are past
due but not impaired. Loans less than 31 days contractually past due are excluded as they do not generally reflect a borrower’s ability to meet their payment
obligations.
Loans Past Due but not Impaired
1
(millions of Canadian dollars)
As at
July 31, 2025
October 31, 2024
31-60
61-89
31-60
61-89
days
days
Total
days
days
Total
Residential mortgages
$
$
$
$
$
$
Consumer instalment and other personal
Credit card
Business and government
Total
$
$
$
$
$
$
1
Includes loans that are measured at FVOCI.
(i)
On March 26, 2025, the Bank completed the sale of US$
recognition of a pre-tax loss including transaction costs of US$
months ended July 31, 2025. The sale relates to the U.S. balance sheet restructuring activities outlined in the fourth quarter of fiscal 2024.
NOTE 7: INVESTMENT IN ASSOCIATES AND JOINT VENTURES
INVESTMENT IN THE CHARLES SCHWAB CORPORATION
On February 12, 2025, the Bank sold its entire remaining equity investment in The Charles Schwab Corporation (“Schwab”) through a registered offering and
share repurchase by Schwab. Immediately prior to the sale, TD held
% economic ownership.
The sale of the shares resulted in proceeds of approximately $
$
designated net investment hedging items, and direct transaction costs. For segment reporting, the Bank recognized an after-tax gain of $
segment and $
quarter of fiscal 2025.
The transaction increased Common Equity Tier 1 (CET1) capital by approximately
The Bank discontinued recording its share of earnings available to common shareholders from its investment in Schwab following the sale.
Schwab have been recognized during the three months ended July 31, 2025. Prior to the sale, the Bank accounted for its investment in Schwab using the equity
method. The Bank’s share of Schwab’s earnings available to common shareholders was reported with a one-month lag. The Bank’s share of net income from its
prior investment in Schwab of $
million, respectively), reflects net income after adjustments for amortization of certain intangibles net of tax.
The Stockholder Agreement was terminated by the Bank’s sale of its equity investment in Schwab. The Bank continues to have a business relationship with
Schwab through the insured deposit account agreement (“IDA Agreement”).
Insured Deposit Account Agreement
On November 25, 2019, the Bank and Schwab signed an insured deposit account agreement (the “2019 Schwab IDA Agreement”), with an initial expiration date of
July 1, 2031. Under the 2019 Schwab IDA Agreement, starting July 1, 2021, Schwab had the option to reduce the deposits by up to US$
to certain limitations and adjustments), with a floor of US$
deposit balances to fluctuate over time, under certain conditions and subject to certain limitations.
On May 4, 2023, the Bank and Schwab entered into an amended insured deposit account agreement (the “2023 Schwab IDA Agreement” or the “Schwab IDA
Agreement”), which replaced the 2019 Schwab IDA Agreement. Pursuant to the 2023 Schwab IDA Agreement, the Bank continues to make sweep deposit
accounts available to clients of Schwab. Schwab designates a portion of the deposits with the Bank as fixed-rate obligation amounts (FROA). Remaining deposits
are designated as floating-rate obligations. In comparison to the 2019 Schwab IDA Agreement, the 2023 Schwab IDA Agreement extends the initial expiration date
by three years to July 1, 2034 and provides for lower deposit balances in its first six years, followed by higher balances in the later years. Specifically, until
September 2025, the aggregate FROA will serve as the floor. Thereafter, the floor will be set at US$
to $
During the first quarter of fiscal 2024, Schwab exercised its option to buy down the remaining $
allowance and paid $
of fiscal 2024, Schwab had completed its buydown of the full US$
termination fees to the Bank. The fees were intended to compensate the Bank for losses incurred from discontinuing certain hedging relationships and for lost
revenues. The net impact was recorded in net interest income.
Refer to Note 27 of the Bank’s 2024 Annual Consolidated Financial Statements for further details on the Schwab IDA Agreement.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 75
NOTE 8: OTHER ASSETS
Other Assets
(millions of Canadian dollars)
As at
July 31
October 31
2025
2024
Accounts receivable and other items
1
$
$
Accrued interest
Cheques and other items in transit
Current income tax receivable
Defined benefit asset
Prepaid expenses
Reinsurance contract assets
Total
$
$
1
Includes investments accounted for using the equity method of accounting, one of which was disposed of by the Bank during the third quarter of fiscal 2025 for net proceeds of
$
NOTE 9: DEPOSITS
Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal, which primarily include business and government
chequing accounts. Notice deposits are those for which the Bank can legally require notice prior to withdrawal, which include both savings and chequing
accounts. Term deposits are payable on a given date of maturity and are purchased by customers to earn interest over a fixed period, with terms ranging from
one day to ten years and generally include fixed term deposits, guaranteed investment certificates, senior debt, and similar instruments. The aggregate amount
of term deposits in denominations of $100,000 or more as at July 31, 2025, was $
Deposits
(millions of Canadian dollars)
As at
July 31
October 31
By Type
By Country
2025
2024
Demand
Notice
Term
1
Canada
United States
International
Total
Total
Personal
$
$
$
$
$
$
$
$
Banks
Business and government
2
Trading
Designated at fair value through
profit or loss
3
Total
$
$
$
$
$
$
$
$
Non-interest-bearing deposits
included above
4
Canada
$
$
United States
International
Interest-bearing deposits
included above
4
Canada
United States
5
International
Total
2,6
$
$
1
Includes $
Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into common shares in the event that the Bank becomes non-viable.
2
Includes $
3
guarantees designated at FVTPL.
4
5
6
currencies.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 76
NOTE 10: OTHER LIABILITIES
Other Liabilities
(millions of Canadian dollars)
As at
July 31
October 31
2025
2024
Accounts payable, accrued expenses, and other items
$
$
Accrued interest
Accrued salaries and employee benefits
Current income tax payable
Deferred tax liabilities
Defined benefit liability
Lease liabilities
Liabilities related to structured entities
Provisions
Total
$
$
NOTE 11: SUBORDINATED NOTES AND DEBENTURES
Issuances
On January 23, 2025, the Bank issued EUR
the Bank, maturing on January 23, 2036. These notes will bear interest at a fixed rate of
% per annum (paid annually) until January 23, 2031, and at the 5-
year mid-swap rate plus
% thereafter (paid annually) until maturity on January 23, 2036. With prior approval of OSFI, the Bank may, at its option, redeem the
notes on January 23, 2031, in whole but not in part, at par plus accrued and unpaid interest by giving not more than
On January 31, 2025, the Bank issued $
These notes will bear interest at a fixed rate of
% per annum (paid semi-annually) until February 1, 2030, and at Daily Compounded Canadian Overnight
Repo Rate Average plus
% thereafter (paid quarterly) until maturity on February 1, 2035. With prior approval of OSFI, the Bank may, at its option, redeem the
notes on or after February 1, 2030, in whole or in part, at par plus accrued and unpaid interest by giving not more than
On July 23, 2025, the Bank issued AUD
interest at a fixed rate of
% per annum (paid semi-annually) until July 23, 2035, and at the 3-month Bank Bill Swap rate plus
% thereafter (paid
quarterly) until maturity on July 23, 2040. With prior approval of OSFI, the Bank may, at its option, redeem the notes on July 23, 2035, in whole but not in part, at
par plus accrued and unpaid interest by giving not more than
Redemptions
On April 22, 2025, the Bank redeemed all of its outstanding $
% NVCC medium-term notes due April 22, 2030 constituting subordinated
indebtedness of the Bank, at a redemption price of
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 77
NOTE 12: EQUITY
The following table summarizes the changes to the shares and other equity instruments issued and outstanding, and treasury instruments held as at and for the
three and nine months ended July 31, 2025 and July 31, 2024.
Shares and Other Equity Instruments Issued and Outstanding and Treasury Instruments Held
(thousands of shares or other equity instruments
and millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Number
Number
Number
Number
of shares
Amount
of shares
Amount
of shares
Amount
of shares
Amount
Common Shares
Balance as at beginning of period
$
$
$
$
Proceeds from shares issued on exercise
of stock options
Shares issued as a result of dividend
reinvestment plan
Purchase of shares for cancellation and other
(15,530 )
(227 )
(13,275 )
(190 )
(45,531 )
(663 )
(49,399 )
(702 )
Balance as at end of period – common shares
$
$
$
$
Preferred Shares and Other Equity Instruments
Preferred Shares – Class A
Balance as at beginning of period
$
$
$
$
Redemption of shares
1,2
(14,000 )
(350 )
(38,000 )
(950 )
(34,000 )
(850 )
(52,000 )
(1,300 )
Balance as at end of period
$
$
$
$
Other Equity Instruments
3
Balance as at beginning of period
$
$
$
$
Issue of limited recourse capital notes
4
Issue of perpetual subordinated capital notes
5
Balance as at end of period
Balance as at end of period – preferred shares
and other equity instruments
$
$
$
$
Treasury – common shares
6
Balance as at beginning of period
$
(26 )
$
(24 )
$
(17 )
$
(64 )
Purchase of shares
(3,222 )
(2,745 )
(9,606 )
(7,995 )
Sale of shares
(32,900 )
(35,612 )
(111,741 )
(100,258 )
Balance as at end of period – treasury
– common shares
$
(92 )
$
(35 )
$
(92 )
$
(35 )
Treasury – preferred shares and
other equity instruments
6
Balance as at beginning of period
$
(28 )
$
(8 )
$
(18 )
$
(65 )
Purchase of shares and other equity instruments
(73 )
(147 )
(1,460 )
(398 )
Sale of shares and other equity instruments
(779 )
(2,307 )
(4,243 )
(5,550 )
Balance as at end of period – treasury
– preferred shares and other equity instruments
$
(2 )
$
(17 )
$
(2 )
$
(17 )
1
On January 31, 2025, the Bank redeemed all of its
Shares”), at a redemption price of $
2
a redemption price of $
3
4
% Fixed Rate Reset Limited Recourse Capital Notes, Series 5 NVCC (the “LRCNs”). The LRCNs will bear interest at a rate of
equal to the prevailing Government of Canada Yield plus
% Fixed Rate Reset Preferred Shares, Series 32 NVCC (“Preferred Shares Series 32”). The Preferred Shares Series 32 are eliminated on the Bank’s
Consolidated Financial Statements.
5
6
reduction in equity.
DIVIDENDS
On August 27, 2025, the Board approved a dividend in an amount of one dollar and five cents ($
) per fully paid common share in the capital stock of the Bank
for the quarter ending October 31, 2025, payable on and after October 31, 2025, to shareholders of record at the close of business on October 10, 2025.
DIVIDEND REINVESTMENT PLAN
The Bank offers a Dividend Reinvestment Plan (DRIP) for its common shareholders. Participation in the plan is optional and under the terms of the plan, cash
dividends on common shares are used to purchase additional common shares. At the option of the Bank, the common shares may be issued from treasury at an
average market price based on the last five trading days before the date of the dividend payment, with a discount of between
% to
% at the Bank’s discretion or
purchased from the open market at market prices.
During the three months ended July 31, 2025, the Bank satisfied the DRIP requirements through open market common share purchases. During the nine
months ended July 31, 2025, the Bank satisfied the DRIP requirements through common shares issued from treasury with
and open market common share purchases in the last six months. During the three and nine months ended July 31, 2024, the Bank satisfied the DRIP
requirements through common shares issued from treasury with
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 78
NORMAL COURSE ISSUER BID
On August 28, 2023, the Bank announced that the Toronto Stock Exchange and OSFI approved a normal course issuer bid (2023 NCIB) to repurchase for
cancellation up to
commencement of the 2023 NCIB to August 31, 2024, the Bank repurchased
August 31, 2024 and therefore, there was
During the nine months ended July 31, 2024, the Bank repurchased
a total amount of $
On February 24, 2025, the Bank announced that the Toronto Stock Exchange and OSFI had approved the Bank’s previously announced normal course issuer bid
(2025 NCIB) to purchase for cancellation up to
February 28, 2026, or such earlier date as the Bank may determine. From the commencement of the 2025 NCIB to July 31, 2025, the Bank repurchased
NOTE 13: SHARE-BASED COMPENSATION
For the three and nine months ended July 31, 2025, the Bank recognized compensation expense for stock option awards of $
respectively (three and nine months ended July 31, 2024 – $
July 31, 2024,
nil
stock options were granted by the Bank at a weighted-average fair value of $
The following table summarizes the assumptions used for estimating the fair value of options for the nine months ended July 31, 2025 and July 31, 2024.
Assumptions Used for Estimating the Fair Value of Options
(in Canadian dollars, except as noted)
For the nine months ended
July 31
July 31
2025
2024
Risk-free interest rate
%
%
Option contractual life
Expected volatility
%
%
Expected dividend yield
%
%
Exercise price/share price
$
$
The risk-free interest rate is based on Government of Canada benchmark bond yields as at the grant date. Expected volatility is calculated based on the historical
average daily volatility and expected dividend yield is based on dividend payouts in the last fiscal year. These assumptions are measured over a period
corresponding to the option contractual life.
NOTE 14: EMPLOYEE BENEFITS
The following table summarizes expenses for the Bank’s principal pension and non-pension post-retirement defined benefit plans and the Bank’s other material
defined benefit pension plans, for the three and nine months ended July 31, 2025 and July 31, 2024. Other employee defined benefit plans operated by the Bank
and certain of its subsidiaries are not considered material for disclosure purposes.
Defined Benefit Plan Expenses
(millions of Canadian dollars)
Principal post-retirement
Principal pension plans
benefit plan
Other pension plans
1
For the three months ended
July 31
July 31
July 31
July 31
July 31
July 31
2025
2024
2025
2024
2025
2024
Service cost – benefits earned
$
$
$
$
$
$
Net interest cost (income) on net defined benefit liability (asset)
(13 )
(21 )
Interest cost on asset limitation and minimum funding
requirement
Past service cost
2
Defined benefit administrative expenses
Total
$
$
$
$
$
$
For the nine months ended
July 31
July 31
July 31
July 31
July 31
July 31
2025
2024
2025
2024
2025
2024
Service cost – benefits earned
$
$
$
$
$
$
Net interest cost (income) on net defined benefit liability (asset)
(38 )
(62 )
Interest cost on asset limitation and minimum funding
requirement
Past service cost
2
Defined benefit administrative expenses
Total
$
$
$
$
$
$
1
Includes Canada Trust defined benefit pension plan, TD Banknorth defined benefit pension plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension
plan, and supplemental executive defined benefit pension plans.
2
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 79
The following table summarizes expenses for the Bank’s defined contribution plans for the three and nine months ended July 31, 2025 and July 31, 2024.
Defined Contribution Plan Expenses
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
Defined contribution pension plans
1
$
$
$
$
Government pension plans
2
Total
$
$
$
$
1
Includes defined contribution portion of the TD Pension Plan (Canada) and TD Bank, N.A. defined contribution 401(k) plan.
2
Federal Insurance Contributions Act
.
The following table summarizes the remeasurements recognized in OCI for the Bank’s principal pension and post-retirement defined benefit plans and certain of
the Bank’s other material defined benefit pension plans, for the three and nine months ended July 31, 2025 and July 31, 2024.
Amounts Recognized in Other Comprehensive Income for Remeasurement of Defined Benefit Plans
1,2,3
(millions of Canadian dollars)
Principal post-retirement
Principal pension plans
benefit plan
Other pension plans
For the three months ended
July 31
July 31
July 31
July 31
July 31
July 31
2025
2024
2025
2024
2025
2024
Remeasurement gain/(loss) – financial
$
$
(314 )
$
$
(15 )
$
$
(18 )
Remeasurement gain/(loss) – return on plan assets less
interest income
(177 )
Change in asset limitation and minimum funding requirement
(34 )
Total
$
(25 )
$
$
$
(15 )
$
$
(18 )
For the nine months ended
July 31
July 31
July 31
July 31
July 31
July 31
2025
2024
2025
2024
2025
2024
Remeasurement gain/(loss) – financial
$
$
(999 )
$
$
(38 )
$
$
(43 )
Remeasurement gain/(loss) – return on plan assets less
interest income
(361 )
Change in asset limitation and minimum funding requirement
Total
$
(51 )
$
$
$
(38 )
$
$
(43 )
1
plan, and other employee defined benefit plans operated by the Bank and certain of its subsidiaries not considered material for disclosure purposes as these plans are not remeasured on
a quarterly basis.
2
3
NOTE 15: INCOME TAXES
International Tax Reform – Pillar Two Global Minimum Tax
On December 20, 2021, the OECD published Pillar Two model rules as part of its efforts toward international tax reform. The Pillar Two model rules provide for the
implementation of a 15% global minimum tax for large multinational enterprises, which is to be applied on a jurisdiction-by-jurisdiction basis. Pillar Two legislation
was enacted in Canada on June 20, 2024 under Bill C-69, which includes the
Global Minimum Tax Act
has passed in other jurisdictions in which the Bank operates and will result in additional taxes being paid in these countries. The rules were effective and
implemented by the Bank on November 1, 2024. The IASB previously issued amendments to IAS 12
Income Taxes
recognition and disclosure of deferred taxes related to the implementation of Pillar Two model rules, which the Bank has applied. For the three and nine months
ended July 31, 2025, the Bank’s effective tax rate increased by approximately
% and
%, respectively, due to Pillar Two taxes (for the three and six months
ended April 30, 2025 –
% and
%, respectively).
Other Tax Matters
The Canada Revenue Agency (CRA), Revenu Québec Agency (RQA) and Alberta Tax and Revenue Administration (ATRA) are denying certain dividend and
interest deductions claimed by the Bank. During the quarter, the CRA and the ATRA reassessed the Bank for a total of $
interest in respect of the 2019 and 2020 taxation years. As at July 31, 2025, the CRA has reassessed the Bank for $
RQA has reassessed the Bank for $
total, the Bank has been reassessed for $
the view that its tax filing positions were appropriate and filed a Notice of Appeal with the Tax Court of Canada on March 21, 2023.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 80
NOTE 16: EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares
outstanding for the period.
Diluted earnings per share is calculated using the same method as basic earnings per share except that certain adjustments are made to net income
attributable to common shareholders and the weighted-average number of shares outstanding for the effects of all dilutive potential common shares that are
assumed to be issued by the Bank.
The following table presents the Bank’s basic and diluted earnings per share for the three and nine months ended July 31, 2025 and July 31, 2024.
Basic and Diluted Earnings Per Share
(millions of Canadian dollars, except as noted)
For the three months ended
For the nine months ended
July 31
July 31
July 31
July 31
2025
2024
2025
2024
Basic earnings (loss) per share
Net income (loss) attributable to common shareholders
$
$
(250 )
$
$
Weighted-average number of common shares outstanding (millions)
Basic earnings (loss) per share
(Canadian dollars)
$
$
(0.14 )
$
$
Diluted earnings (loss) per share
Net income (loss) attributable to common shareholders
$
$
(250 )
$
$
Net income (loss) attributable to common shareholders including impact of dilutive securities
(250 )
Weighted-average number of common shares outstanding (millions)
Effect of dilutive securities
Stock options potentially exercisable (millions)
1
Weighted-average number of common shares outstanding – diluted (millions)
Diluted earnings (loss) per share
(Canadian dollars)
1
$
$
(0.14 )
$
$
1
For the three months ended July 31, 2025,
computation of diluted earnings per share excluded the effect of
average options outstanding of
For the nine months ended July 31, 2025, the computation of diluted earnings per share excluded average options outstanding of
$
, as the option price was greater than the average market price of the Bank’s common shares (for the nine months ended July 31, 2024 – the computation of diluted earnings per
share excluded average options outstanding of
, as the option price was greater than the average market price of the Bank’s
common shares).
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 81
NOTE 17: PROVISIONS AND CONTINGENT LIABILITIES
Other than as described below, there have been no new significant events or transactions except as previously identified in Note 26 of the Bank’s 2024 Annual
Consolidated Financial Statements.
(a)
The Bank initiated a new restructuring program in the second quarter of 2025 to reduce its cost base and achieve greater efficiency. In connection with this
program, the Bank incurred $
restructuring charges primarily relate to: (i) employee severance and other personnel-related costs recorded as provisions; (ii) asset impairment and other
rationalization, including certain business wind-downs and (iii) real estate optimization mainly recorded as a reduction to buildings and land.
(b)
In the ordinary course of business, the Bank and its subsidiaries are involved in various legal and regulatory actions, including but not limited to civil claims and
lawsuits, regulatory examinations, investigations, audits, and requests for information by governmental, regulatory and self-regulatory agencies and law
enforcement authorities in various jurisdictions, in respect of our businesses and compliance programs. The Bank establishes provisions when it becomes
probable that the Bank will incur a loss and the amount can be reliably estimated. The Bank also estimates the aggregate range of reasonably possible losses
(RPL) in its legal and regulatory actions (that is, those which are neither probable nor remote), in excess of provisions. However, the Bank does not disclose the
specific possible loss associated with each underlying matter given the substantial uncertainty associated with each possible loss as described below and the
negative consequences to the Bank’s resolution of the matters that comprise the RPL should individual possible losses be disclosed. As at July 31, 2025, the
Bank’s RPL is from
Bank’s best estimates based upon currently available information for actions for which estimates can be made, but there are a number of factors that could cause
the Bank’s actual losses to be significantly different from its provisions or RPL. For example, the Bank’s estimates involve significant judgment due to the varying
stages of the proceedings, the existence of multiple defendants in many proceedings whose share of liability has yet to be determined, the numerous yet-
unresolved issues in many of the proceedings, some of which are beyond the Bank’s control and/or involve novel legal theories and interpretations, the attendant
uncertainty of the various potential outcomes of such proceedings, and the fact that the underlying matters will change from time to time. In addition, some actions
seek very large or indeterminate damages. Refer to Note 26 of the Bank’s 2024 Annual Consolidated Financial Statements for details on the Bank’s significant
legal and regulatory matters. Based on the Bank’s current knowledge, and subject to the factors listed above as well as other uncertainties inherent in litigation and
regulatory matters, other than as described below: (i) there have been no notable developments to the matters previously identified in Note 26 of the Bank’s 2024
Annual Consolidated Financial Statements; and (ii) since October 31, 2024, no other legal or regulatory matter has arisen or progressed to the point that it would
reasonably be expected to result in a material financial impact to the Bank.
As previously disclosed in Note 26 of the Bank’s 2024 Annual Consolidated Financial Statements, on October 10, 2024, the Bank announced that, following
active cooperation and engagement with authorities and regulators, it reached a resolution of previously disclosed investigations related to its U.S. BSA/AML
compliance programs (the “Global Resolution”). The Bank and certain of its U.S. subsidiaries consented to orders with the Office of the Comptroller of the
Currency (OCC), the Federal Reserve Board, and the Financial Crimes Enforcement Network (FinCEN) and entered into plea agreements with the Department of
Justice (DOJ), Criminal Division, Money Laundering and Asset Recovery Section and the United States Attorney’s Office for the District of New Jersey. The Bank
is focused on meeting the terms of the consent orders and plea agreements, including meeting its requirements to remediate the Bank’s U.S. BSA/AML
compliance programs. During the first fiscal quarter of 2025, the Bank fully paid the remainder of the monetary penalty owed pursuant to the consent orders and
plea agreements that were entered into as part of the Global Resolution. The payment was covered by provisions previously taken by the Bank for this matter.
As previously disclosed in Note 26 of the Bank’s 2024 Annual Consolidated Financial Statements, the Bank and some former and current directors, officers and
employees have been named as defendants in proposed class action lawsuits in the United States and Canada purporting to be brought on behalf of the Bank's
shareholders alleging, among other things, that a decline in the price of the Bank's shares was the result of misleading disclosures with respect to the Bank’s AML
compliance programs and/or the potential outcomes of the government agencies’ or regulators’ investigations. The two proposed class actions filed in the United
States have been consolidated under the caption
Tiessen v. The Toronto-Dominion Bank, et al.,
York, and a consolidated amended complaint has been filed which names TD Bank, N.A., TD Bank US Holding Company (TDBUSH), and certain former and
current officers as defendants. Out of the three proposed class actions in Ontario,
Parkin v. The Toronto-Dominion Bank, et al.,
action with the other two Ontario actions being stayed. There remains one further proposed class action in Quebec which has been stayed. A putative shareholder
derivative action, captioned
Rubin v. Masrani, et al.,
York, New York County, against certain former and current TD directors, officers and employees, and certain of TD’s U.S. affiliates and subsidiaries. The complaint
asserts alleged breaches of duties and other claims against the individual defendants in connection with the Bank’s U.S. BSA/AML compliance programs. Certain
purported TD shareholders have also filed an application in the Ontario Superior Court of Justice (
The Trustees of International Brotherhood of Electrical Workers,
et al., v. The Toronto-Dominion Bank, et al.
) seeking leave to bring a shareholder derivative action in the Delaware Court of Chancery on behalf of TD and
TDBUSH against certain current and former directors and officers. The Bank has received an additional notice from other purported shareholders indicating that
they intend to seek leave to commence a derivative action on behalf of the Bank to assert claims against certain former and current officers and directors for
alleged breaches of duties relating to the Bank's U.S. BSA/AML compliance programs if the Bank does not assert such claims. All of the proceedings are still in
early stages and none of the proposed class action lawsuits have been certified to proceed as a class action. Losses or damages cannot be estimated at this time.
As previously disclosed in Note 26 of the Bank’s 2024 Annual Consolidated Financial Statements, the Bank has been named as defendant in a purported class
action lawsuit in the United States purporting to be brought on behalf of First Horizon shareholders alleging that a decline in the price of First Horizon shares was
the result of alleged misleading disclosures the Bank made with respect to its U.S. BSA/AML compliance programs and its effect on the Bank’s contemplated
merger with First Horizon. The lawsuit also names some of the Bank’s former and current officers and a former employee as defendants. These proceedings are
still in early stages and have not been certified to proceed as a class action. Losses or damages cannot be estimated at this time.
As previously disclosed in Note 26 of the Bank’s 2024 Annual Consolidated Financial Statements, the Bank is a defendant in Canada and/or the United States
in a number of matters brought by customers, including class actions, alleging claims in connection with various fees, practices and credit decisions. The cases are
in various stages of maturity and include, among others: a Quebec action against members of the financial services industry (including the Bank) regarding the
existence and amount of the insufficient or non-sufficient funds fee (NSF fee), a Quebec action against certain brokers (including TD Direct Investing) regarding
disclosure of foreign conversion fees, and a Quebec action against members of the automobile insurance industry (including Primmum Insurance Company)
regarding underwriting practices in Quebec.
Refer to Note 15 for disclosures related to tax matters.
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 82
NOTE 18: SEGMENTED INFORMATION
For management reporting purposes, the Bank reports its results from business operations and activities under four key business segments: Canadian Personal
and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking. The Bank’s other activities are grouped into the Corporate
segment.
Canadian Personal and Commercial Banking provides financial products and services to personal, small business and commercial customers, and includes
TD Auto Finance Canada. U.S. Retail is comprised of personal and business banking in the U.S., TD Auto Finance U.S., and the U.S. wealth business. On
February 12, 2025, the Bank sold its entire remaining equity investment in Schwab. Prior to the sale, the Bank's investment in Schwab was reported in the
U.S. Retail segment, refer to Note 7 for further details. Wealth Management and Insurance includes the Canadian wealth business which provides investment
products and services to institutional and retail investors, and the insurance business which provides property and casualty insurance, as well as life and health
insurance products to customers across Canada. Wholesale Banking provides a wide range of capital markets, investment banking, and corporate banking
products and services, including underwriting and distribution of new debt and equity issues, providing advice on strategic acquisitions and divestitures, and
meeting the daily trading, funding, and investment needs of the Bank’s clients. The Corporate segment includes the effects of certain asset securitization
programs, treasury management, elimination of taxable equivalent adjustments and other management reclassifications, corporate level tax items, and residual
unallocated revenue and expenses. Effective the first quarter of 2025, certain U.S. governance and control investments, including costs for U.S. BSA/AML
remediation, previously reported in the Corporate segment are now reported in the U.S. Retail segment. Comparative amounts have been reclassified to conform
with the presentation adopted in the current period.
The following table summarizes the segment results for the three and nine months ended July 31, 2025 and July 31, 2024.
Results by Business Segment
1
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Commercial Banking
U.S. Retail
and Insurance
Wholesale Banking
2
Corporate
2
Total
For the three months ended July 31
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Net interest income (loss)
$
$
$
$
$
$
$
$
(26 )
$
$
$
$
Non-interest income (loss)
Total revenue
Provision for (recovery of)
credit losses
Insurance service expenses
Non-interest expenses
Income (loss) before income taxes
and share of net income from
investment in Schwab
(2,490 )
(704 )
(631 )
Provision for (recovery of)
income taxes
(226 )
(218 )
Share of net income from
investment in Schwab
3,4
Net income (loss)
$
$
$
$
(2,399 )
$
$
$
$
$
(478 )
$
(401 )
$
$
(181 )
For the nine months ended July 31
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Net interest income (loss)
$
$
$
$
$
$
$
$
$
$
$
$
Non-interest income (loss)
(351 )
Total revenue
Provision for (recovery of)
credit losses
Insurance service expenses
Non-interest expenses
Income (loss) before income taxes
and share of net income from
investment in Schwab
(1,458 )
(2,425 )
Provision for (recovery of)
income taxes
(402 )
(188 )
(799 )
Share of net income from
investment in Schwab
3,4
(30 )
Net income (loss)
$
$
$
$
(1,022 )
$
$
$
$
$
$
(1,656 )
$
$
1
The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in
Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and
credit losses attributable to the Bank under the agreements.
2
segment.
3
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s Federal Deposit Insurance Corporation special assessment charge were recorded in the Corporate segment.
4
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 83
Total Assets by Business Segment
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Wholesale
Commercial Banking
U.S. Retail
and Insurance
Banking
Corporate
Total
As at July 31, 2025
Total assets
$
$
$
$
$
$
As at October 31, 2024
Total assets
$
$
$
$
$
$
NOTE 19: INTEREST INCOME AND EXPENSE
The following tables present interest income and interest expense by basis of accounting measurement.
Interest Income
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Measured at amortized cost
1
$
$
$
$
Measured at FVOCI – Debt instruments
1
Measured or designated at FVTPL
Measured at FVOCI – Equity instruments
Total
$
$
$
$
1
Interest income is calculated using EIRM.
Interest Expense
(millions of Canadian dollars)
For the three months ended
For the nine months ended
July 31, 2025
July 31, 2024
July 31, 2025
July 31, 2024
Measured at amortized cost
1
$
$
$
$
Measured or designated at FVTPL
Total
$
$
$
$
1
Interest expense is calculated using EIRM.
NOTE 20: REGULATORY CAPITAL
The Bank manages its capital under guidelines established by OSFI. The regulatory capital guidelines measure capital in relation to credit, market, and operational
risks. The Bank has various capital policies, procedures, and controls which it utilizes to achieve its goals and objectives. The Bank is designated as a domestic
systemically important bank (D-SIB) and a global systemically important bank (G-SIB).
Canadian banks designated as D-SIBs are required to comply with OSFI’s minimum targets for risk-based capital and leverage ratios. The minimum targets
include a D-SIB surcharge and Domestic Stability Buffer (DSB) for CET1, Tier 1, Total Capital and risk-based Total Loss Absorbing Capacity (TLAC) ratios. The
DSB level was increased to
% as of November 1, 2023, and as a result the published regulatory minimum targets are set at
%,
%,
% and
%,
respectively. The OSFI target includes the greater of the D-SIB or G-SIB surcharge, both of which are currently
% for the Bank. The OSFI target for leverage
requires D-SIBs to hold a leverage ratio buffer of
% in addition to the existing minimum requirement. This sets the published regulatory minimum targets for
leverage and TLAC leverage ratios at
% and
%, respectively.
The Bank complied with all minimum risk-based capital and leverage ratio requirements set by OSFI in the nine months ended July 31, 2025.
The following table summarizes the Bank’s regulatory capital positions as at July 31, 2025 and October 31, 2024.
Regulatory Capital Position
(millions of Canadian dollars, except as noted)
As at
July 31
October 31
2025
2024
Capital
Common Equity Tier 1 Capital
$
$
Tier 1 Capital
Total Capital
Risk-weighted assets used in the calculation of capital ratios
Capital and leverage ratios
Common Equity Tier 1 Capital ratio
%
%
Tier 1 Capital ratio
Total Capital ratio
Leverage ratio
TLAC Ratio
TLAC Leverage Ratio
TD BANK GROUP • THIRD QUARTER 2025 • REPORT TO SHAREHOLDERS
Page 84
SHAREHOLDER AND INVESTOR INFORMATION
Shareholder Services
If you:
And your inquiry relates to:
Are a registered shareholder (your name appears
on your TD share certificate)
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
dividend bank account changes, the dividend
reinvestment plan, eliminating duplicate mailings of
shareholder materials or stopping (or resuming)
receiving annual and quarterly reports
Transfer Agent:
TSX Trust Company
301-100 Adelaide Street West
Toronto, ON M5H 4H1
1-800-387-0825 (Canada and U.S. only)
or 416-682-3860
Facsimile: 1-888-249-6189
shareholderinquiries@tmx.com or www.tsxtrust.com
Hold your TD shares through the
Direct Registration System
in the United States
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
eliminating duplicate mailings of shareholder
materials or stopping (or resuming) receiving annual
and quarterly reports
Co-Transfer Agent and Registrar:
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3006
or
Computershare Trust Company, N.A.
150 Royall Street
Suite 101
Canton, MA 02021
1-866-233-4836
TDD for hearing impaired: 1-800-231-5469
Shareholders outside of U.S.: 201-680-6578
TDD shareholders outside of U.S.: 201-680-6610
Email inquiries: web.queries@computershare.com
For electronic access to your account visit:
www.computershare.com/investor
Beneficially own TD shares that are held in the
name of an intermediary, such as a bank, a trust
company, a securities broker or other nominee
Your TD shares, including questions regarding the
dividend reinvestment plan and mailings of
shareholder materials
Your intermediary
For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com. Please note that by
leaving us an e-mail or voicemail message, you are providing your consent for us to forward your inquiry to the appropriate party for response.
General Information
Products and services: Contact TD Canada Trust, 24 hours a day, seven days a week: 1-866-567-8888
French: 1-866-233-2323
Cantonese/Mandarin: 1-800-328-3698
Telephone device for the hearing impaired (TTY): 1-800-361-1180
Website:
Email:
customer.service@td.com
Quarterly Earnings Conference Call
TD Bank Group will host an earnings conference call in Toronto, Ontario on August 28, 2025. The call will be audio webcast live through TD’s website at
8:00 a.m. ET. The call will feature presentations by TD executives on the Bank’s financial results for the third 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
passcode is 2829533#.
The audio webcast and presentations will be archived at
www.td.com/investor
. Replay of the teleconference will be available from 5:00 p.m. ET on
August 28, 2025, until 11:59 p.m. ET on September 12, 2025, by calling 905-694-9451 or 1-800-408-3053 (toll free). The passcode is 8753393#.
Annual Meeting
Thursday, April 16, 2026
Toronto, Ontario