THE TORONTO-DOMINION BANK
EARNINGS COVERAGE ON SUBORDINATED
 
NOTES AND DEBENTURES,
PREFERRED SHARES CLASSIFIED AS EQUITY,
 
AND LIABILITIES FOR
 
PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS
 
AND CAPITAL
 
TRUST SECURITIES
 
FOR THE TWELVE
 
MONTHS ENDED APRIL 30, 2024
TD Bank Group (“TD” or the “Bank”) dividend
 
requirements on all its outstanding preferred
 
shares and other equity instruments in respect
 
of the twelve months
ended April 30, 2024 and adjusted to a before-tax
 
equivalent using an effective tax rate of 20.5%
 
for the twelve months ended April 30, 2024,
 
amounted to
$671.5 million. The Bank’s interest and dividend requirements
 
on all subordinated notes and debentures,
 
preferred shares and liabilities for preferred
 
shares and
other equity instruments and capital trust
 
securities, after adjustment for new issues and
 
retirement, amounted to $1,063.9 million
 
for the twelve months ended
April 30, 2024. The Bank’s reported net income,
 
before interest on subordinated debt and liabilities
 
for preferred shares and capital trust securities
 
and income
taxes was $13,562 million for the twelve
 
months ended April 30,
 
2024,
 
which was 12.7 times the Bank’s aggregate dividend
 
and interest requirement for this
period.
 
On an adjusted basis, the Bank’s net income before
 
interest on subordinated debt and liabilities
 
for preferred shares and other equity instruments
 
and capital
trust securities and income taxes for the twelve
 
months ended April 30, 2024,
 
was $17,472 million, which was 16.4 times
 
the Bank’s aggregate dividend and
interest requirement for this period.
 
The Bank prepares its interim consolidated
 
financial statements in accordance with International
 
Financial Reporting Standards (IFRS),
 
the current generally
accepted accounting principles (GAAP),
 
and refers to results prepared in accordance
 
with IFRS as “reported”
 
results. The Bank also utilizes non-GAAP
 
financial
measures such as “adjusted”
 
results (i.e. reports results excluding
 
“items of note”) and non-GAAP ratios to
 
assess each of its businesses and measure
 
overall
Bank performance. 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 ratios used
 
in this presentation are not defined under
 
IFRS, and, therefore, may
not be comparable to similar terms used by
 
other issuers. See “How We Performed”
 
and “Quarterly Results” sections of the
 
Bank’s second quarter 2024
 
MD&A
(available at www.td.com/investor and www.sedarplus.ca), which are incorporated
 
by reference, for further explanation,
 
reported basis results, a list of the items
 
of
note, and a reconciliation of adjusted to reported
 
results.