MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION …

FINANCIAL RESULTS

Consolidated Financial Statements

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The management of The Toronto-Dominion Bank and its subsidiaries (the "Bank") is responsible for the integrity, consistency, objectivity and reliability of the Consolidated Financial Statements of the Bank and related financial information as presented. International Financial Reporting Standards as issued by the International Accounting Standards Board, as well as the requirements of the Bank Act (Canada) and related regulations have been applied and management has exercised its judgment and made best estimates where appropriate.

The Bank's accounting system and related internal controls are designed, and supporting procedures maintained, to provide reasonable assurance that financial records are complete and accurate and that assets are safeguarded against loss from unauthorized use or disposition. These supporting procedures include the careful selection and training of qualified staff, the establishment of organizational structures providing a well-defined division of responsibilities and accountability for performance, and the communication of policies and guidelines of business conduct throughout the Bank.

Management has assessed the effectiveness of the Bank's internal control over financial reporting as at October 31, 2016, using the framework found in Internal Control ? Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 Framework. Based upon this assessment, management has concluded that as at October 31, 2016, the Bank's internal control over financial reporting is effective.

The Bank's Board of Directors, acting through the Audit Committee which is composed entirely of independent directors, oversees management's responsibilities for financial reporting. The Audit Committee reviews the Consolidated Financial Statements and recommends them to the Board for approval. Other responsibilities of the Audit Committee include monitoring the Bank's system of internal control over the financial reporting process and making recommendations to the Board and shareholders regarding the appointment of the external auditor.

The Bank's Chief Auditor, who has full and free access to the Audit Committee, conducts an extensive program of audits. This program supports the system of internal control and is carried out by a professional staff of auditors.

The Office of the Superintendent of Financial Institutions Canada, makes such examination and enquiry into the affairs of the Bank as deemed necessary to ensure that the provisions of the Bank Act, having reference to the safety of the depositors, are being duly observed and that the Bank is in sound financial condition.

Ernst & Young LLP, the independent auditors appointed by the shareholders of the Bank, have audited the effectiveness of the Bank's internal control over financial reporting as at October 31, 2016, in addition to auditing the Bank's Consolidated Financial Statements as of the same date. Their reports, which expressed an unqualified opinion, can be found on the following pages of the Consolidated Financial Statements. Ernst & Young LLP have full and free access to, and meet periodically with, the Audit Committee to discuss their audit and matters arising there from, such as, comments they may have on the fairness of financial reporting and the adequacy of internal controls.

Bharat B. Masrani Group President and Chief Executive Officer

Toronto, Canada November 30, 2016

Riaz Ahmed Group Head and Chief Financial Officer

TD BANK GROUP ? 2016 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Page 1

INDEPENDENT AUDITORS' REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM TO SHAREHOLDERS

Report on Financial Statements We have audited the accompanying consolidated financial statements of The Toronto-Dominion Bank, which comprise the Consolidated Balance Sheet as at October 31, 2016 and 2015, and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2016, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of The Toronto-Dominion Bank as at October 31, 2016 and 2015, and its financial performance and its cash flows for each of the years in the three-year period ended October 31, 2016, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other matter We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The TorontoDominion Bank's internal control over financial reporting as of October 31, 2016, based on the criteria established in Internal Control ? Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated November 30, 2016, expressed an unqualified opinion on The Toronto-Dominion Bank's internal control over financial reporting.

Ernst & Young LLP Chartered Professional Accountants Licensed Public Accountants

Toronto, Canada November 30, 2016

TD BANK GROUP ? 2016 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Page 2

INDEPENDENT AUDITORS' REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM TO SHAREHOLDERS

Report on Internal Control under Standards of the Public Company Accounting Oversight Board (United States) We have audited The Toronto-Dominion Bank's internal control over financial reporting as of October 31, 2016, based on criteria established in Internal Control ? Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Toronto-Dominion Bank's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial rep orting included in the accompanying Management's Report on Internal Control over Financial Reporting contained in the accompanying Management's Discussion and Analysis. Our responsibility is to express an opinion on The Toronto -Dominion Bank's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effe ctiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance r egarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Fin ancial Reporting Standards as issued by the International Accounting Standards Board (IFRS). A company 's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, a ccurately and fairly reflect the transactions and dispositions of the assets of the company; (2) pro vide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditur es of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company 's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projecti ons of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of c hanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Toronto-Dominion Bank maintained, in all material respects, effective internal control over financial reporting as of October 31, 2016, based on the COSO criteria.

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Compa ny Accounting Oversight Board (United States), the Consolidated Balance Sheet of The Toro nto-Dominion Bank as at October 31, 2016 and 2015, and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2016, of The Toronto-Dominion Bank and our report dated November 30, 2016, expressed an unqualified opinion thereon.

Ernst & Young LLP Chartered Professional Accountants Licensed Public Accountants

Toronto, Canada November 30, 2016

TD BANK GROUP ? 2016 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Page 3

Consolidated Balance Sheet

(millions of Canadian dollars)

ASSETS Cash and due from banks Interest-bearing deposits with banks

Trading loans, securities, and other (Notes 5, 7) Derivatives (Notes 5, 11) Financial assets designated at fair value through profit or loss (Note 5) Available-for-sale securities (Notes 5, 7)

Held-to-maturity securities (Note 7) Securities purchased under reverse repurchase agreements Loans (Note 8) Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans

Allowance for loan losses (Note 8) Loans, net of allowance for loan losses Other Customers' liability under acceptances Investment in TD Ameritrade (Note 12) Goodwill (Note 14) Other intangibles (Note 14) Land, buildings, equipment, and other depreciable assets (Note 15) Deferred tax assets (Note 26) Amounts receivable from brokers, dealers, and clients Other assets (Note 16)

Total assets LIABILITIES Trading deposits (Notes 5, 17) Derivatives (Notes 5, 11) Securitization liabilities at fair value (Notes 5, 9) Other financial liabilities designated at fair value through profit or loss (Note 5)

Deposits (Note 17) Personal Banks Business and government

Other Acceptances Obligations related to securities sold short (Note 5) Obligations related to securities sold under repurchase agreements (Note 5) Securitization liabilities at amortized cost (Note 9) Amounts payable to brokers, dealers, and clients Insurance-related liabilities Other liabilities (Note 18)

Subordinated notes and debentures (Note 19) Total liabilities EQUITY Common shares (Note 21) Preferred shares (Note 21) Treasury shares ? common (Note 21) Treasury shares ? preferred (Note 21) Contributed surplus Retained earnings Accumulated other comprehensive income (loss)

Non-controlling interests in subsidiaries (Note 21) Total equity Total liabilities and equity

The accompanying Notes are an integral part of these Consolidated Financial Statements.

October 31 2016

As at October 31

2015

$

3,907 $

3,154

53,714

42,483

57,621

45,637

99,257

95,157

72,242

69,438

4,283

4,378

107,571

88,782

283,353

257,755

84,395

74,450

86,052

97,364

217,336 144,531

31,914 194,074

1,674 589,529

(3,873) 585,656

212,373 135,471

30,215 167,529

2,187 547,775

(3,434) 544,341

15,706

16,646

7,091

6,683

16,662

16,337

2,639

2,671

5,482

5,314

2,084

1,931

17,436

21,996

12,790

13,248

79,890

84,826

$ 1,176,967 $ 1,104,373

$

79,786 $

74,759

65,425

57,218

12,490

10,986

190

1,415

157,891

144,378

439,232 17,201

317,227

773,660

395,818 17,080

282,678

695,576

15,706 33,115 48,973 17,918 17,857

7,046 19,696 160,311 10,891

1,102,753

16,646 38,803 67,156 22,743 22,664

6,519 14,223 188,754

8,637

1,037,345

20,711

20,294

4,400

2,700

(31)

(49)

(5)

(3)

203

214

35,452

32,053

11,834

10,209

72,564

65,418

1,650

1,610

74,214

67,028

$ 1,176,967 $ 1,104,373

Bharat B. Masrani Group President and Chief Executive Officer

Alan N. MacGibbon Chair, Audit Committee

TD BANK GROUP ? 2016 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Page 4

Consolidated Statement of Income

(millions of Canadian dollars, except as noted)

Interest income

Loans

$

Securities

Interest

Dividends

Deposits with banks

Interest expense Deposits Securitization liabilities Subordinated notes and debentures Other

Net interest income Non-interest income Investment and securities services Credit fees Net securities gain (loss) (Note 7) Trading income (loss) (Note 22) Service charges Card services Insurance revenue (Note 23) Other income (loss)

Total revenue Provision for credit losses (Note 8) Insurance claims and related expenses (Note 23) Non-interest expenses Salaries and employee benefits (Note 25) Occupancy, including depreciation Equipment, including depreciation Amortization of other intangibles Marketing and business development Restructuring charges Brokerage-related fees Professional and advisory services Other

Income before income taxes and equity in net income of an investment in TD Ameritrade

Provision for (recovery of) income taxes (Note 26) Equity in net income of an investment in TD Ameritrade (Note 12)

Net income Preferred dividends

Net income available to common shareholders and non-controlling interests in subsidiaries $

Attributable to:

Common shareholders

$

Non-controlling interests in subsidiaries

Earnings per share (dollars) (Note 27)

Basic

$

Diluted

Dividends per share (dollars) Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements.

2016

For the years ended October 31

2015

2014

21,751 $

3,672 912 225

26,560

20,319 $

3,155 1,214

142 24,830

19,716

2,913 1,173

126 23,928

4,758 452 395

1,032 6,637 19,923

4,242 593 390 881

6,106 18,724

4,313 777 412 842

6,344 17,584

4,143 1,048

54 395 2,571 2,313 3,796

72 14,392 34,315

2,330 2,462

3,833 925 79 (223)

2,376 1,766 3,758

188 12,702 31,426

1,683 2,500

3,496 845 173 (349)

2,152 1,552 3,883

625 12,377 29,961

1,557 2,833

9,298 1,825

944 708 743 (18) 316 1,232 3,829 18,877 10,646 2,143 433 8,936 141 8,795 $

9,043 1,719

892 662 728 686 324 1,032 2,987 18,073 9,170 1,523 377 8,024

99 7,925 $

8,451 1,549

810 598 756

29 321 991 2,991 16,496 9,075 1,512 320 7,883 143 7,740

8,680 $ 115

7,813 $ 112

7,633 107

4.68 $

4.22 $

4.15

4.67

4.21

4.14

2.16

2.00

1.84

TD BANK GROUP ? 2016 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Page 5

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