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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 JANUARY 31,
 
2026
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 January 31, 2026 and adjusted to a before-tax
 
equivalent using an effective tax rate of approximately
 
17.8% for the twelve months ended January
 
31, 2026,
amounted to $706 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 $1,221 million for the twelve months
ended January 31, 2026.
 
The Bank’s reported net income, before interest on
 
subordinated debt and liabilities for preferred
 
shares and capital trust securities and
income taxes was $26,064 million for the
 
twelve months ended January 31, 2026,
 
which was 21.4 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 January 31, 2026, was $20,247
 
million, which was 16.6 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 first quarter 2026 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.