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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, OCTOBER 31, 2025
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 October 31, 2025
 
and adjusted to a before-tax equivalent using
 
an effective tax rate of 14.4% for the twelve
 
months ended October 31, 2025, amounted
 
to
$660 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 $1,189
 
million for the twelve months ended
October 31, 2025. The Bank’s reported net income,
 
before interest on subordinated debt and
 
liabilities for preferred shares and capital
 
trust securities and income
taxes was $24,166 million for the twelve
 
months ended October 31, 2025, which was 20.3
 
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 capital trust securities
 
and income
taxes for the twelve months ended October
 
31, 2025, was $19,183 million, which
 
was 16.1 times the Bank’s aggregate dividend
 
and interest requirement for this
period.
The Bank prepares its 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
 
the “reported” results. The Bank also utilizes
 
non-GAAP financial
measures such as “adjusted” results
 
(i.e. reported 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 terms
 
under IFRS and, therefore,
may not be comparable to similar terms
 
used by other issuers. See “Financial Results
 
Overview”
 
in the Bank’s 2025 MD&A (available at www.td.com/investor
 
and
www.sedar+.com), which is incorporated by reference, for
 
further explanation, reported basis results,
 
a list of the items of note, and a reconciliation
 
of adjusted to
reported results.