TD Bank
Annual Report 2014

Plain-text annual report

T D B A N K G R O U P 2 0 1 4 A N N U A L R E P O R T 1 9 5 0 4 Here for you 2014 Annual Report FSC Logo ® The TD logo and other trade-marks are the property of The Toronto-Dominion Bank or a wholly-owned subsidiary, in Canada and/or other countries. 2014 Snapshot Year at a Glance Performance Indicators Group President and CEO’s Message Chairman of the Board’s Message MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS Consolidated Financial Statements Notes to Consolidated Financial Statements Principal Subsidiaries Ten-Year Statistical Review Glossary Shareholder and Investor Information 1 2 4 5 6 8 119 127 215 217 224 225 For more information, including a video message from Bharat Masrani, see the interactive TD Annual Report online by scanning the QR code below or visiting td.com/annual-report/ar2014 For information on TD’s commitments to the community see the TD Corporate Responsibility Report online by scanning the QR code below or visiting td.com/corporate-responsibility (2014 report available April 2015) Shareholder and Investor Information MARKET LISTINGS The common shares of The Toronto-Dominion Bank are listed for trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “TD”. The Toronto-Dominion Bank preferred shares are listed on the Toronto Stock Exchange. Further information regarding the Bank’s listed securities, including ticker symbols and CUSIP numbers, is available on our website at www.td.com under Investor Relations/Share Information or by calling TD Shareholder Relations at 1-866-756-8936 or 416-944-6367 or by e-mailing tdshinfo@td.com. AUDITORS FOR FISCAL 2014 Ernst & Young LLP DIVIDENDS Direct dividend depositing: Shareholders may have their dividends deposited directly to any bank account in Canada or the U.S. For this service, please contact the Bank’s transfer agent at the address below. U.S. dollar dividends: Dividend payments sent to U.S. addresses or made directly to U.S. bank accounts will be made in U.S. funds unless a shareholder otherwise instructs the Bank’s transfer agent. Other shareholders can request dividend payments in U.S. funds by contacting the Bank’s transfer agent. Dividends will be exchanged into U.S. funds at the Bank of Canada noon rate on the fifth business day after the record date, or as otherwise advised by the Bank. Dividend information for 2014 is available at www.td.com under Investor Relations/Share Information. Dividends, including the amounts and dates, are subject to declaration by the Board of Directors of the Bank. DIVIDEND REINVESTMENT PLAN For information regarding the Bank’s dividend reinvestment plan, please contact our transfer agent or visit our website at www.td.com under Investor Relations/Share Information/Dividends. IF YOU AND YOUR INQUIRY RELATES TO PLEASE CONTACT 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 (and resuming) receiving annual and quarterly reports 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 (and resuming) receiving annual and quarterly reports Transfer Agent: CST Trust Company P.O. Box 700, Station B Montréal, Québec H3B 3K3 1-800-387-0825 (Canada and US only) or 416-682-3860 Facsimile: 1-888-249-6189 inquiries@canstockta.com or www.canstockta.com Co-Transfer Agent and Registrar: Computershare P.O. Box 30170 College Station, TX 77842-3170 or 211 Quality Circle, Suite 210 College Station, TX 77845 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 www.computershare.com 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 TD SHAREHOLDER RELATIONS For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or e-mail 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. Shareholders may communicate directly with the independent directors through the Chairman of the Board, by writing to: Chairman of the Board The Toronto-Dominion Bank P.O. Box 1 Toronto-Dominion Centre Toronto, Ontario M5K 1A2 or you may send an e-mail c/o TD Shareholder Relations at tdshinfo@td.com. E-mails addressed to the Chairman received from shareholders and expressing an interest to communicate directly with the independent directors via the Chairman will be provided to Mr. Levitt. HEAD OFFICE The Toronto-Dominion Bank P.O. Box 1 Toronto-Dominion Centre King St. W. and Bay St. Toronto, Ontario M5K 1A2 Product and service information 24 hours a day, seven days a week: In Canada contact TD Canada Trust 1-866-567-8888 In the U.S. contact TD Bank, America’s Most Convenient Bank 1-888-751-9000 French: 1-866-233-2323 Cantonese/Mandarin: 1-800-328-3698 Telephone device for the hearing impaired: 1-800-361-1180 General information: Contact Corporate and Public Affairs 416-982-8578 Website: In Canada: www.td.com In the U.S.: www.tdbank.com E-mail: customer.service@td.com (Canada only; U.S. customers can e-mail customer service via www.tdbank.com) ANNUAL MEETING March 26, 2015 9:30 a.m. (Eastern) Metro Toronto Convention Centre Toronto, Ontario SUBORDINATED NOTES SERVICES Trustee for subordinated notes: Computershare Trust Company of Canada Attention: Manager, Corporate Trust Services 100 University Avenue, 11th Floor Toronto, Ontario M5J 2Y1 Vous pouvez vous procurer des exemplaires en français du rapport annuel au service suivant : Affaires internes et publiques La Banque Toronto-Dominion P.O. Box 1, Toronto-Dominion Centre Toronto (Ontario) M5K 1A2 TD B ANK GRO UP ANNUAL REP ORT 2014 SHAREHOLDER AND I NVESTO R I NFORM ATIO N 225 g n i t n i r P l a t n e n i t n o c s n a r T C T : g n i t n i r P , . c n i n g i s e d 0 3 q : n g i s e D 2014 Snapshot1 NET INCOME 2 available to common shareholders (millions of Canadian dollars) DILUTED EARNINGS PER SHARE 2 (Canadian dollars) RETURN ON RISK- WEIGHTED ASSETS 2,3 (percent) Adjusted Reported Adjusted Reported Adjusted Reported TOTAL ASSETS 2 (billions of Canadian dollars) $8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 $5 4 3 2 1 0 3.0% $1,000 2.5 2.0 1.5 1.0 0.5 0 800 600 400 200 0 10 11 12 13 14 10 11 12 13 14 10 11 12 13 14 10 11 12 13 14 11.6% TD’s 5-year CAGR (adjusted) 9.8% TD’s 5-year CAGR (adjusted) 2.53% TD’s 2014 return on Common Equity Tier 1 Capital risk-weighted assets (adjusted) $945 billion of total assets at October 31, 2014 DIVIDENDS PER SHARE (Canadian dollars) TOTAL SHAREHOLDER RETURN (5-year CAGR) TD’S PREMIUM RETAIL EARNINGS MIX4 $2.00 1.50 1.00 0.50 0 16.5% TD’s premium earnings mix is built on a North American retail focus – a lower-risk business with consistent earnings. 10 11 12 13 14 8.6% TD’s 5-year CAGR 4.2% Canadian peers 5-year CAGR 14.2% Canadian peers 90% Retail 10% Wholesale 1 See the footnotes on page 2 for information on how these results are calculated. 2 Based on Canadian Generally Accepted Accounting Principles for 2010 and Interna- tional Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) from 2011 to 2014. See page 2 for more information. 3 Effective 2013, amounts are calculated in accordance with the Basel III regula- tory framework, and are presented on the “all-in” methodology. Prior to 2013, amounts were calculated in accordance with the Basel II regulatory framework. 4 Based on adjusted results as defined in footnote 1 on page 2 and excludes Corporate segment. 10% 25% 65% Canadian Retail U.S. Retail Wholesale TD BANK GROUP ANNUAL REP O RT 20 1 4 2 014 SNAPSHOT 1 Year at a Glance1 Record TD Adjusted Earnings of $8.1 billion in 20142 TD announced record adjusted earnings for the sixth consecutive year driven by record adjusted earnings of $7.6 billion in our retail businesses and a strong year in the Wholesale segment. TD Canada Trust remains Canadians’ choice for Banking4 TD ranked #1 in market share for Day to Day Banking. Strong TD Shareholder Returns3 TD shareholders benefited from a 20% Total Shareholder Return (TSR) in fiscal 2014 and a 14% year-over-year increase in dividends paid. TD Market Capitalization reaches Milestone TD’s market capitalization exceeded the $100 billion milestone for the first time in fiscal 2014. Record Wealth Management client assets5 As of October 31, 2014, clients of TD Wealth and TD Ameritrade have entrusted us with over $1.3 trillion in assets. TD Securities showed strength in its franchise origination business Notable deals included: Nalcor Energy Muskrat Falls Project – one of the largest bond placements in Canadian history, at $5 billion; PrairieSky Royalty’s $1.7 billion initial public offering (IPO) – largest Canadian IPO in 14 years; and World Bank – lead managed U.S. dollar global transactions for the first time. TD becomes Canada’s largest Credit Card provider7 With the successful close of the Aeroplan portfolio purchase, this year TD moved to the #1 position in Canada from #6 in 5 years and assumed the mass marketing rights to the prestigious Aeroplan program. TD maintained mobile banking leadership position in Canada9 TD ranked #1 for the number of mobile subscribers accessing financial services via their mobile devices. TD issues Green Bond In March 2014, TD became the first commercial bank in Canada to issue a green bond. The $500 million three-year bond supports the low carbon economy in three areas: renewable and low carbon energy; energy efficiency and management, with a focus on green buildings; and green infrastructure and sustainable land use. TD Bank, America’s Most Convenient Bank® reaches Store Network Milestone6 TD Bank, America’s Most Convenient Bank is a top 10 U.S. bank (by stores), opening 15 new stores in Manhattan this year, and now has 124 locations in New York City. TD continues to be a brand and service leader in Canada8 TD named the Best Brand in Canada by Interbrand. TD Canada Trust (TDCT) named highest in Customer Satisfaction for the ninth year in a row by J.D. Power in the Canadian Retail Banking Study. TDCT also ranks highest in the Canadian J.D. Power Small Business Banking study for the first time and TD ranks 2nd in the J.D. Power Canadian Full Service Investor study. #TDTHANKSYOU Shows The World That a Bank Can Care TD turned ATMs into Automated Thanking Machines to show its appreciation and create very special experiences for customers. The most powerful moments were captured on a video that went on to garner worldwide media attention and more than 18 million views. 1 Effective November 1, 2011, The Toronto-Dominion Bank (the “Bank” or “TD”) 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 to arrive at “adjusted” results to assess each of its businesses and to measure overall Bank performance. To arrive at adjusted results, the Bank removes “items of note”, net of income taxes, from reported results. See “How the Bank Reports” in the accompanying 2014 Management’s Discussion and Analysis (MD&A) for further explanation, a list of the items of note, and a reconciliation of non-GAAP financial measures. The calculation of growth rates include balances in accordance with Canadian Generally Accepted Accounting Principles for the 2010 financial year and balances in accordance with IFRS for 2011 to 2014. Certain comparative amounts have been restated as a result of the adoption of new and amended standards under IFRS (New IFRS Standards and Amend- ments) which required retrospective application and to retrospectively reflect the impact of the January 31, 2014, stock dividend, as further discussed in Note 4 and Note 21 of the 2014 Consolidated Financial Statements, respectively, and due to reclassifications to conform with the presentation adopted in the current period. In addition, the Bank’s comparative segment results have been restated to reflect the segment realignment which occurred on November 1, 2013, which is further discussed in Note 31 of the 2014 Consolidated Financial Statements. “Five-year CAGR” is the compound annual growth rate calculated from 2009 to 2014 on an adjusted basis. 2 Reference to retail earnings include the total adjusted earnings of the Canadian Retail and U.S. Retail segments. 3 Total Shareholder Return based on Bloomberg for the one-year period ended October 31, 2014. 4 Based on the Office of the Superintendent of Financial Institutions Canada (OSFI) volumes as at September 30, 2014. 5 Client assets consists of TD Wealth $597 billion and TD Ameritrade $711 billion. TD Ameritrade figures as of their year-end on September 30, 2014. 6 Based on SNL Financial rankings (as at October 31, 2014). 7 Canadian Market share of VISA and Mastercard outstanding balances based on the Nilson report as at April 2014. 8 2014 Interbrand “Best Canadian Brands” ranking (September 2014). TD Canada Trust received the highest numerical score among the big five retail banks in the proprietary J.D. Power 2006-2014 Canadian Retail Banking Customer Satisfaction StudiesSM. 2014 study based on 17,183 total responses and measures opinions of consumers with their primary banking institution. Proprietary study results are based on experiences and perceptions of consumers surveyed May-June 2014. Your experiences may vary. Visit jdpower.com. TD Canada Trust received the highest numerical score in the proprietary J.D. Power 2014 Canadian Small Business Banking Satisfaction StudySM. Study based on 1,348 total responses, measuring 5 financial institutions and measures opinions of small business customers. Proprietary study results are based on experiences and perceptions of customers surveyed in May-June 2014. Your experiences may vary. Visit jdpower.com. Canadian peers include Royal Bank of Canada, Scotiabank, Bank of Montreal, 9 Comscore reporting current as of September 30, 2014, based on an audience of and Canadian Imperial Bank of Commerce. approximately 24 million Canadian mobile subscribers above the age of 13. Total Shareholder Return based on Bloomberg for the five-year period ending October 31, 2014. “TD’s Premium Retail Earnings Mix” is based on adjusted results and excludes Corporate segment. 2 TD BANK GROU P AN NUAL REPO RT 20 14 YEAR A T A GLAN CE Key Financial Metrics (millions of Canadian dollars, except where noted) Results of operations Total revenues – reported Total revenues – adjusted 1 Net income – reported Net income – adjusted 1 Financial positions at year-end (billions of Canadian dollars) Total assets Total deposits Total loans net of allowance for loan losses Per common share (Canadian dollars, except where noted) Diluted earnings – reported Diluted earnings – adjusted1 Dividend payout ratio – adjusted 1 Total shareholder return (1 year) 2 Closing market price (fiscal year end) 3 Financial ratios Common Equity Tier 1 Capital ratio 4,5,6 Tier 1 Capital ratio 4,5,6 Total Capital ratio 4,5,6 Efficiency ratio – reported Efficiency ratio – adjusted 1 See footnote 1 on page 2. 2 Total Shareholder Return based on Bloomberg for the one year period ended October 31 of the stated year. 3 Toronto Stock Exchange closing market price. 4 Prior to 2014, amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. 5 Effective the third quarter of 2014, each capital ratio has its own risk-weighted asset (RWA) measure due to the OSFI prescribed scalar for inclusion of the Credit Valuation Adjustment (CVA). Effective the third quarter of 2014, the scalars for inclusion of CVA for Common Equity Tier 1, Tier 1, and Total Capital RWA are 57%, 65%, and 77% respectively. 6 Effective 2013, amounts are calculated in accordance with the Basel III regulatory framework, and are presented based on the “all-in” methodology. Prior to 2013, amounts were calculated in accordance with the Basel II regulatory framework. 2014 2013 2012 $29,961 29,681 7,883 8,127 944.7 600.7 478.9 $27,259 27,188 6,640 7,136 862.0 541.6 444.9 4.14 4.27 43.0% 20.1% 3.44 3.71 43.5% 22.3% 55.47 47.82 9.4% 9.0% 10.9 13.4 55.1 53.4 11.0 14.2 55.3 52.9 $25,546 25,677 6,460 7,064 811.1 487.8 408.8 3.38 3.71 38.7% 11.9% 40.62 n /a% 12.6 15.7 54.9 51.3 TD BANK GROUP ANNUAL REP O RT 20 1 4 Y EAR AT A GLANCE 3 Performance Indicators Performance indicators focus effort, communicate our priorities, and benchmark TD’s performance as we strive to be The Better Bank. The following table highlights our performance against these indicators. 2014 PERFORMANCE INDICATORS RESULTS 1 FINANCIAL • Deliver above-peer-average total shareholder return2 • Grow earnings per share (EPS) by 7 to 10% • Deliver above-peer-average return on risk-weighted assets3 BUSINESS OPERATIONS • Grow revenue faster than expenses • Invest in core businesses to enhance customer experience CUSTOMER • Improve Customer Experience Index (CEI)4 scores • Invest in core businesses to enhance customer experience EMPLOYEE • Improve employee engagement score year-over-year • Enhance the employee experience by: – Listening to our employees – Building employment diversity – Providing a healthy, safe, and flexible work environment – Providing competitive pay, benefits, and performance- based compensation – Investing in training and development COMMUNITY • Donate minimum of 1% of domestic pre-tax profits • 20.1% vs. Canadian peer average of 17.4% • 15.1% EPS growth (8.4% after adding back the additional insurance charges recorded last year) • 2.53% vs. Canadian peer average of 2.29%3 • Total revenue growth of 9.2% vs. total expense growth of 10.2% • Refer to “Business Segment Analysis” in the 2014 MD&A for details • CEI score 33.6% (target 32.6%) • Refer to “Business Segment Analysis” in the 2014 MD&A for details • Employee engagement score5 was 4.20 in 2014 vs. 4.17 in 2013 • See TD’s 2014 Corporate Responsibility Report available April 2015 • 1.3% or $56.7 million, in donations and community sponsorships (five-year average) to charitable and not-for-profit organizations in Canada vs. 1.3%, or $50.9 million, in 20136 • Make positive contributions by: – Supporting employees’ community involvement and • US$22.3 million in donations and community sponsorships in the U.S. vs. US$22.9 million in 2013 fundraising efforts • £60,244 in donations and community sponsorships in the U.K. – Supporting advancements in our areas of focus, which include education and financial literacy, creating opportunities for young people, creating opportunities for affordable housing, and the environment vs. £54,929 in 2013 • $288,000 in domestic employee volunteer grants to 460 different organizations • $32.2 million, or 56.8%, of our community giving was directed – Protecting and preserving the environment to promote our areas of focus domestically • $4.9 million distributed to 1065 community environmental projects through TD Friends of the Environment Foundation; an additional $8.4 million from TD‘s community giving budget was used to support environmental projects 4 CEI is a measurement program that tracks TD customers’ loyalty and advocacy. 5 Scale for employee engagement score is from one to five. 6 Calculated based on Canadian cash donations/five-year rolling average domestic net income before tax. 1 Performance indicators that include an earnings component are based on TD’s full-year adjusted results (except as noted) as explained in footnote 1 on page 2. For peers, earnings have been adjusted on a comparable basis to exclude identified non-underlying items. 2 Total shareholder return is measured on a one-year basis from November 1, 2013 to October 31, 2014. 3 Return on Common Equity Tier 1 Capital (CET1) risk-weighted assets (RWA) measured year-to-date as at October 31, 2014, for comparison purposes. TD’s return on CET1 risk-weighted assets for 2014 was 2.53%. Effective the third quarter of 2014, each capital ratio has its own RWA measure due to OSFI prescribed scalar for inclusion of the Credit Valuation Adjustment (CVA). Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are 57%, 65%, and 77%, respectively. 4 TD BANK GROU P AN NUAL REPO RT 20 14 PERF ORM ANCE INDIC ATORS Group President and CEO’s Message TD stood tall for all the right reasons in 2014. It was a year of great performance set against a challenging economic backdrop. We overcame continued pressures on our operating environment and delivered adjusted earnings of $8.1 billion with record results in many of our businesses. Our retail businesses grew and took share on both sides of the border. We delivered excellent value to shareholders with a total return of more than 20%, exceeding the Canadian peer average. We achieved all this by facing our challenges head-on, seizing oppor- tunities and competing to win, all while staying true to the principles that define us, including: • Providing our customers with the legendary service they deserve. • Investing in our people so they can reach their full potential. • Delivering long-term value to our shareholders. • Making tangible contributions to the communities where we live and work. HOW OUR BUSINESSES PERFORMED Our Canadian retail bank delivered record adjusted earnings of $5.5 billion for the year. We welcomed approximately 540,000 new Aeroplan customers to TD, and were again recognized as an industry leader in customer service. Our Insurance business built on its funda- mentals, and our Wealth business made innovative enhancements to our leading direct investing platform and deepened client relationships in our advice and asset management businesses. Our U.S. retail bank outgrew the industry in what continues to be a challenging operating environment for banks. We delivered US$1.9 billion in adjusted earnings in 2014, including TD Ameritrade’s contribution. Our performance reflects our strong fundamentals and our differentiated customer-focused business model. Our Wholesale business had a very strong year and contributed $813 million. TD Securities saw broad-based performance across all businesses with a continued focus on originations and client focused strategies, and led notable deals including the Nalcor Energy Muskrat Falls Project and PrairieSky, the largest Canadian IPO in 14 years. We also took bold steps in executing on our mobile strategy so we can be where our customers need us, when they need us. We launched remote mobile deposit capture on both sides of the border, and our Canadian banking app was ranked first by subscribers accessing financial services on their mobile devices. BUILDING THE BETTER BANK TODAY AND TOMORROW In 2014, we continued to demonstrate that the fundamentals of our business model give TD a competitive advantage to: • Find ways to run our businesses efficiently, while investing in the future. • Grow our businesses in line with our risk appetite, and focus on organic growth. • Foster a culture where 85,000 colleagues, the heart and soul of TD, are inspired to be their best every day. This approach once again reinforced our position as leaders in the industry and we received significant recognition on both sides of the border for providing the best customer service and for being a great workplace. HERE FOR OUR CUSTOMERS The theme of our report this year is Here for you. At TD, we start with the customer in everything we do. Helping our customers plan for the future, purchase a home, start a business, or save for their child’s education – these are moments that matter in the lives of our custom- ers and matter to us. Being here for our customers and clients, at every stage, is what sets TD apart: one customer at a time, one relationship at a time. THE VIEW AHEAD It is a privilege to take the reins from Ed Clark and to lead more than 85,000 extraordinary TD colleagues as we continue to build relationships with our customers and deliver value to our shareholders. Looking forward, even as the environment continues to change around us, we will adapt, but we will never lose sight of what makes us The Better Bank. I truly believe we have the right business model – one that is diversified and built to perform – the right people, and a powerful brand. I believe our best days are ahead of us and I look forward to sharing them with all of you. Thank you for your support. Bharat Masrani Group President and Chief Executive Officer TD BANK GROUP ANNUAL REP O RT 20 1 4 GR OU P PR ESID EN T A ND CEO ’S MESSAG E 5 Chairman of the Board’s Message TD Bank Group achieved strong financial results during a period of continued slow economic growth in 2014. In spite of this challenging environment, TD again delivered record earnings and excellent value to shareholders thanks to its better business model, strong leadership and dedicated employees. TD was also named the most valuable brand in Canada, and one of the most admired companies in the world. CEO SUCCESSION Earlier in the year, we welcomed Bharat Masrani to the Board and to the role of Group President and CEO on November 1, 2014. Bharat brings a proven track record of performance and a tremendous breadth of experience steeped in the culture and values shared by the Board and Senior Executive Team. The Board has full confidence in Bharat’s leadership and the ability of he and his management team to drive TD’s success forward. We would also like to thank Ed Clark for his leadership and contributions over the past 12 years as CEO and a director, and wish him all the best. CORPORATE GOVERNANCE TD is committed to being a leader in corporate governance practices. An important element of sound corporate governance is Board renewal. In that regard, we were pleased to welcome two new direc- tors to TD’s Board: Alan MacGibbon, formerly the Managing Partner and Chief Executive of Deloitte & Touche LLP (Canada), and Global Managing Director, Quality, Strategy and Communications for Deloitte Touche Tohmatsu Limited, and Mary Jo Haddad, formerly the President and Chief Executive Officer at The Hospital for Sick Children. Alan and Mary Jo bring extensive executive experience, and we look forward to their valuable contributions to TD’s Board. LOOKING AHEAD We expect the business environment will remain challenging in 2015. TD has consistently shown it can adapt to the challenges of its environ- ment, and we remain confident in the Bank’s management team and its employees to continue to deliver for all of the Bank’s stakeholders. I would like to extend my thanks to TD’s 85,000 employees for their efforts in helping to deliver the Bank’s financial results, and for their commitment to providing legendary service to our customers. TD’s employees demonstrate that if you stand by our customers and communities, you can deliver in the best interest of shareholders. The Board is continually impressed with the efforts of TD’s employees to make a positive impact in our communities, including initiatives such as the TD United Way Employee Giving campaign, and various volunteer activities. Their ongoing contributions to strengthen our communities are truly admirable and help TD continue to build The Better Bank. On behalf of the Board, I would also like to thank our shareholders for your continued support. We look forward to continuing to work on your behalf in 2015. Brian M. Levitt Chairman of the Board THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors as at December 3, 2014, its committees and key committees’ responsibilities are listed below. Our Proxy Circular for the 2015 Annual Meeting will set out the director candidates proposed for election at the meeting and additional information about each candidate including education, other public Board memberships held in the past five years, areas of expertise/ experience, TD Committee membership, stock ownership and attendance at Board and Committee meetings. William E. Bennett Corporate Director and former President and Chief Executive Officer, Draper & Kramer, Inc., Chicago, Illinois John L. Bragg Chairman, President and Co-Chief Executive Officer, Oxford Frozen Foods Limited, Oxford, Nova Scotia Amy W. Brinkley Consultant, AWB Consulting, LLC, Charlotte, North Carolina David E. Kepler Executive Vice President, The Dow Chemical Company, Midland, Michigan Alan N. MacGibbon Vice Chair, Osler, Hoskin & Harcourt LLP Toronto, Ontario Colleen A. Goggins Corporate Director and former Worldwide Chairman, Consumer Group, Johnson & Johnson, Princeton, New Jersey Mary Jo Haddad Corporate Director and former President and Chief Executive Officer, The Hospital for Sick Children Toronto, Ontario Henry H. Ketcham Executive Chairman, West Fraser Timber Co. Ltd., Vancouver, British Columbia Brian M. Levitt Chairman of the Board, The Toronto-Dominion Bank and Vice Chair, Osler, Hoskin & Harcourt LLP, Montreal, Quebec Harold H. MacKay Counsel, MacPherson Leslie & Tyerman LLP, Regina, Saskatchewan Karen E. Maidment Corporate Director and former Chief Financial and Administrative Officer, BMO Financial Group, Cambridge, Ontario Bharat Masrani Group President and Chief Executive Officer, The Toronto-Dominion Bank, Toronto, Ontario Irene R. Miller Chief Executive Officer, Akim, Inc., New York, New York Nadir H. Mohamed Former President and Chief Executive Officer, Rogers Communications Inc., Toronto, Ontario Wilbur J. Prezzano Corporate Director and Retired Vice Chairman, Eastman Kodak Company, Charleston, South Carolina Helen K. Sinclair Chief Executive Officer, BankWorks Trading Inc., Toronto, Ontario 6 TD BANK GROU P AN NUAL REPO RT 20 14 CHAIR MA N OF THE BOA RD ’S M ESS AGE COMMITTEE MEMBERS 1 KEY RESPONSIBILITIES 1 Corporate Governance Committee Human Resources Committee Risk Committee Audit Committee Brian M. Levitt (Chair) William E. Bennett Harold H. MacKay Karen E. Maidment Wilbur J. Prezzano Wilbur J. Prezzano (Chair) Amy W. Brinkley Mary Jo Haddad Henry H. Ketcham Brian M. Levitt Nadir H. Mohamed Helen K. Sinclair Karen E. Maidment (Chair) William E. Bennett Amy W. Brinkley Colleen A. Goggins David E. Kepler Harold H. MacKay Helen K. Sinclair William E. Bennett2 (Chair) John L. Bragg Alan N. MacGibbon2 Karen E. Maidment2 Irene R. Miller2 Responsibility for corporate governance of TD: • Set the criteria for selecting new directors and the Board’s approach to director independence; • Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders; • Develop and, where appropriate, recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at TD; • Review and recommend the compensation of the non-management directors of TD; • Satisfy itself that TD communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy; • Facilitate the evaluation of the Board and Committees; and • Oversee an orientation program for new directors and continuing education for directors. Responsibility for management’s performance evaluation, compensation and succession planning: • Discharge, and assist the Board in discharging, the responsibility of the Board relating to leadership, human resource planning and compensation as set out in this Committee’s charter; • Set performance objectives for the CEO which encourage TD’s long-term financial success and regularly measure the CEO’s performance against these objectives; • Recommend compensation for the CEO to the Board for approval, and determine compensation for certain senior officers in consultation with independent advisors; • Oversee a robust talent planning process that provides succession planning for the CEO role and other senior roles. Review candidates for CEO and recommend the best candidate to the Board as part of the succession planning process for the position of CEO and periodically review TD’s organization structure for alignment with business objectives and succession planning requirements; • Oversee the selection, evaluation, development and compensation of other members of senior management; and • Produce a report on compensation for the benefit of shareholders, which is published in TD’s annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation. Supervising the management of risk of TD: • Approve the Enterprise Risk Framework and related risk category frameworks and policies that establish the appropriate approval levels for decisions and other measures to manage risk to which TD is exposed; Review and recommend TD’s Risk Appetite Statement and related metrics for approval by the Board and monitoring TD’s major risks as set out in the Enterprise Risk Framework; Review TD’s risk profile against risk appetite metrics; and Provide a forum for “big-picture” analysis of an enterprise view of risk including considering trends and emerging risks. • • • Supervising the quality and integrity of TD’s financial reporting: • • • Oversee reliable, accurate and clear financial reporting to shareholders; Oversee internal controls – the necessary checks and balances must be in place; Be directly responsible for the selection, compensation, retention and oversight of the work of the shareholders’ auditor – the shareholders’ auditor reports directly to this Committee; Listen to the shareholders’ auditor, Chief Auditor, Chief Compliance Officer and Global Anti-Money Laundering Officer, and evaluate the effectiveness and independence of each; Oversee the establishment and maintenance of processes that ensure TD is in compliance with the laws and regulations that apply to it, as well as its own policies; Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of TD that are federally-regulated financial institutions and insurance companies; and Receive reports on and approve, if appropriate, certain transactions with related parties. • • • • 1 As at December 3, 2014 2 Designated Audit Committee Financial Expert Additional information relating to the responsibilities of the Audit Committee in respect of the appointment and oversight of the shareholder’s independent external auditor is included in the Bank’s 2014 Annual Information Form. TD BANK GROUP ANNUAL REP O RT 20 1 4 C H AIR MA N OF TH E BO ARD’S MESS AG E 7 Management’s Discussion and Analysis 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 year ended October 31, 2014, compared with the corresponding period in the prior years. This MD&A should be read in conjunction with the audited Consolidated Financial Statements and related Notes for the year ended October 31, 2014. This MD&A is dated December 3, 2014. Unless otherwise indicated, all amounts are expressed in Canadian dollars and have been primarily derived from the Bank’s annual Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Note that certain comparative amounts have been reclassified to conform to the presentation adopted in the current year. FINANCIAL RESULTS OVERVIEW Net Income Revenue Expenses Taxes Quarterly Financial Information BUSINESS SEGMENT ANALYSIS Business Focus Canadian Retail U.S. Retail Wholesale Banking Corporate 2013 FINANCIAL RESULTS OVERVIEW Summary of 2013 Performance 2013 Financial Performance by Business Line 9 13 14 18 20 21 23 26 30 34 37 38 39 GROUP FINANCIAL CONDITION Balance Sheet Review Credit Portfolio Quality Capital Position Securitization and Off-Balance Sheet Arrangements Related-Party Transactions Financial Instruments RISK FACTORS AND MANAGEMENT Risk Factors That May Affect Future Results Managing Risk ACCOUNTING STANDARDS AND POLICIES Critical Accounting Estimates Current and Future Changes in Accounting Policies Controls and Procedures ADDITIONAL FINANCIAL INFORMATION 41 41 57 65 67 67 68 71 101 104 106 107 Additional information relating to the Bank, including the Bank’s Annual Information Form, is available on the Bank’s website at http://www.td.com, on SEDAR at http://www.sedar.com, and on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov (EDGAR filers section). Caution Regarding Forward-Looking Statements From time to time, the Bank makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the U.S. Securities and Exchange Commission, 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, including in the Management’s Discussion and Analysis (“2014 MD&A”) under the heading “Economic Summary and Outlook”, for each business segment under headings “Business Outlook and Focus for 2015”, and in other statements regarding the Bank’s objectives and priorities for 2015 and beyond and strategies to achieve them, and the Bank’s anticipated financial performance. Forward-looking statements are typically identified by words such as “will”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “may”, and “could”. 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 such differences include: credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology), reputational, insurance, strategic, regulatory, legal, environmental, capital adequacy, and other risks. Examples of such risk factors include the general business and economic conditions in the regions in which the Bank operates; the ability of the Bank to execute on key priorities, including to successfully complete acquisitions and strategic plans and to attract, develop and retain key executives; disruptions in or attacks (including cyber-attacks) on the Bank’s information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behaviour to which the Bank is exposed; 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; the impact of new and changes to current laws and regulations; the overall difficult litigation environment, including in the U.S.; increased competition, including through internet and mobile banking; changes to the Bank’s credit ratings; changes in currency and interest rates; increased funding costs for credit due to market illiquidity and competition for funding; changes to accounting 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 see the “Risk Factors and Management” section of the 2014 MD&A, as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable) related to any transactions discussed under the heading “Significant Events” in the relevant MD&A, which applicable releases may be found on www.td.com. All such factors should be considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, when making decisions with respect to the Bank and 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 2014 MD&A under the headings “Economic Summary and Outlook”, and for each business segment, “Business Outlook and Focus for 2015”, each as updated in subsequently filed quarterly reports to shareholders. 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 state- ments, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation. 8 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISFINANCIAL RESULTS OVERVIEW CORPORATE OVERVIEW The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group. TD is the sixth largest bank in North America by branches and serves more than 23 million customers in three key busi- nesses operating in a number of locations in financial centres around the globe: Canadian Retail, U.S. Retail and Wholesale Banking. TD also ranks among the world’s leading online financial services firms, with approximately 9.4 million active online and mobile customers. TD had $945 billion in assets as at October 31, 2014. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto and New York Stock Exchanges. HOW THE BANK REPORTS The Bank prepares its Consolidated Financial Statements in accordance with 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 referred to as “adjusted” results to assess each of its businesses and to measure the overall Bank performance. To arrive at adjusted results, the Bank removes “items of note”, net of income taxes, from reported results. The items of note relate to items which management does not believe are indicative of underlying business performance. The Bank believes that adjusted results provide the reader with a better understanding of how management views the Bank’s performance. The items of note are disclosed in Table 2. As explained, adjusted results are different from reported results determined in accordance with IFRS. Adjusted results, items of note, and related terms used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers. The Bank implemented new and amended standards under IFRS (New IFRS Standards and Amendments) which required retrospective application, effective in fiscal 2014. As a result, certain comparative amounts have been restated. For more information refer to Note 4 of the 2014 Consolidated Financial Statements. The following table provides the operating results on a reported basis for the Bank. T A B L E 1 OPERATING RESULTS – Reported (millions of Canadian dollars) Net interest income Non-interest income Total revenue Provision for credit losses Insurance claims and related expenses Non-interest expenses Income before income taxes and equity in net income of an investment in associate Provision for income taxes Equity in net income of an investment in associate, net of income taxes Net income – reported Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Non-controlling interests Common shareholders 2014 $ 17,584 12,377 29,961 1,557 2,833 16,496 9,075 1,512 320 7,883 143 $ 7,740 2013 $ 16,074 11,185 27,259 1,631 3,056 15,069 7,503 1,135 272 6,640 185 $ 6,455 2012 $ 15,026 10,520 25,546 1,795 2,424 14,016 7,311 1,085 234 6,460 196 $ 6,264 $ 107 7,633 $ 105 6,350 $ 104 6,160 9 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 2 NON-GAAP FINANCIAL MEASURES – Reconciliation of Adjusted to Reported Net Income (millions of Canadian dollars) 2014 2013 2012 Operating results – adjusted Net interest income1 Non-interest income2 Total revenue Provision for credit losses3 Insurance claims and related expenses Non-interest expenses4 Income before income taxes and equity in net income of an investment in associate Provision for income taxes5 Equity in net income of an investment in associate, net of income taxes6 Net income – adjusted Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries – adjusted Attributable to: Non-controlling interests in subsidiaries, net of income taxes Net income available to common shareholders – adjusted Adjustments for items of note, net of income taxes Amortization of intangibles7 Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada8 Fair value of derivatives hedging the reclassified available-for-sale securities portfolio9 Set-up, conversion and other one-time costs related to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts10 Impact of Alberta flood on the loan portfolio11 Gain on sale of TD Waterhouse Institutional Services12 Litigation and litigation-related charge/reserve13 Restructuring charges14 Impact of Superstorm Sandy15 Integration charges, direct transaction costs, and changes in fair value of contingent consideration relating to the Chrysler Financial acquisition16 Reduction of allowance for incurred but not identified credit losses17 Positive impact due to changes in statutory income tax rates18 Fair value of credit default swaps hedging the corporate loan book, net of provision for credit losses19 Integration charges and direct transaction costs relating to U.S. Retail acquisitions20 Total adjustments for items of note Net income available to common shareholders – reported $ 17,584 12,097 29,681 1,582 2,833 15,863 9,403 1,649 373 8,127 143 7,984 107 7,877 (246) (125) 43 (131) 19 196 – – – $ 16,074 11,114 27,188 1,606 3,056 14,390 8,136 1,326 326 7,136 185 6,951 105 6,846 (232) (92) 57 (20) (19) – (100) (90) – $ 15,062 10,615 25,677 1,903 2,424 13,180 8,170 1,397 291 7,064 196 6,868 104 6,764 (238) (104) (89) – – – (248) – (37) – – – – – (244) $ 7,633 – – – – – (496) $ 6,350 (17) 120 18 – (9) (604) $ 6,160 1 Adjusted net interest income excludes the following item of note: 2012 – $36 million ($27 million after tax) of certain charges against revenue related to promotional-rate card origination activities, as explained in footnote 8. 2 Adjusted non-interest income excludes the following items of note: $49 million gain due to change in fair value of derivatives hedging the reclassified available-for-sale (AFS) securities portfolio, as explained in footnote 9; $231 million gain due to the sale of TD Waterhouse Institutional Services, as explained in footnote 12; 2013 – $71 million gain due to change in fair value of derivatives hedging the reclassified AFS securities portfolio; 2012 – $2 million loss due to change in fair value of credit default swaps (CDS) hedging the corporate loan book, as explained in footnote 19; $89 million loss due to change in fair value of derivatives hedging the reclassified AFS securities portfolio; $3 million loss due to change in fair value of contingent consideration relating to Chrysler Financial, as explained in footnote 16, $1 million loss due to the impact of Superstorm Sandy, as explained in footnote 15. 3 Adjusted provision for credit losses (PCL) excludes the following items of note: $25 million release of the provision for the impact of the Alberta flood on the loan portfolio, as explained in footnote 11; 2013 – $25 million due to the impact of the Alberta flood on the loan portfolio; 2012 – $162 million in adjustments to allow- ance for incurred but not identified credit losses in Canadian Retail, as explained in footnote 17; $54 million due to the impact of Superstorm Sandy, as explained in footnote 15. 4 Adjusted non-interest expenses exclude the following items of note: $286 million amortization of intangibles, as explained in footnote 7; $169 million of integration charges relating to the acquisition of the credit card portfolio of MBNA Canada, as explained in footnote 8; $178 million of costs in relation to the affinity relationship with Aimia and acquisition of Aeroplan credit card accounts, as explained in foot- note 10; 2013 – $272 million amortization of intangibles; $125 million of integra- tion charges and direct transaction costs relating to the acquisition of the MBNA Canada credit card portfolio; $127 million of litigation and litigation-related charges, as explained in footnote 13; $129 million due to the initiatives to reduce costs, as explained in footnote 14; $27 million of set-up costs in preparation for the affinity relationship with Aimia Inc. with respect to Aeroplan credit cards; 2012 – $277 million amortization of intangibles; $11 million of integration charges related to U.S. Retail acquisitions, as explained in footnote 20; $24 million of integration charges and direct transaction costs relating to the Chrysler Financial acquisition, as explained in footnote 16; $104 million of integration charges and direct transaction costs relating to the acquisition of the MBNA Canada credit card portfolio; $413 million of litigation and litigation related charges; $7 million due to the impact of Superstorm Sandy, as explained in footnote 15. 5 For a reconciliation between reported and adjusted provision for income taxes, see the ‘Non-GAAP Financial Measures – Reconciliation of Reported to Adjusted Provi- sion for Income Taxes’ table in the “Income Taxes” section of this document. 6 Adjusted equity in net income of an investment in associate excludes the following items of note: $53 million amortization of intangibles, as explained in footnote 7; 2013 – $54 million amortization of intangibles; 2012 – $57 million amortization of intangibles. 7 Amortization of intangibles relate primarily to the TD Banknorth acquisition in 2005 and its privatization in 2007, the acquisitions by TD Banknorth of Hudson United Bancorp in 2006 and Interchange Financial Services in 2007, the Commerce acqui- sition in 2008, the amortization of intangibles included in equity in net income of TD Ameritrade, the acquisition of the credit card portfolio of MBNA Canada in 2012, the acquisition of Target Corporation’s U.S. credit card portfolio in 2013, the Epoch Investment Partners, Inc. acquisition in 2013, and to the acquired Aeroplan credit card portfolio in 2014. Amortization of software is recorded in amortization of intangibles; however, amortization of software is not included for purposes of items of note, which only includes amortization of intangibles acquired as a result of asset acquisitions and business combinations. 8 As a result of the acquisition of the credit card portfolio of MBNA Canada, as well as certain other assets and liabilities, the Bank incurred integration charges. Inte- gration charges consist of costs related to information technology, employee reten- tion, external professional consulting charges, marketing (including customer communication and rebranding), integration related travel, employee severance costs, consulting, and training. The Bank’s integration charges related to the MBNA acquisition were higher than what were anticipated when the transaction was first announced. The elevated spending was primarily due to additional costs incurred (other than the amounts capitalized) to build out technology platforms for the busi- ness. Integration charges related to this acquisition were incurred by the Canadian Retail segment. The fourth quarter of 2014 is the last quarter Canadian Retail included any further MBNA-related integration charges as an item of note. 9 During 2008, as a result of deterioration in markets and severe dislocation in the credit market, the Bank changed its trading strategy with respect to certain trading debt securities. Since the Bank no longer intended to actively trade in these debt securities, the Bank reclassified these debt securities from trading to the AFS cate- gory effective August 1, 2008. As part of the Bank’s trading strategy, these debt securities are economically hedged, primarily with CDS and interest rate swap contracts. This includes foreign exchange translation exposure related to the debt securities portfolio and the derivatives hedging it. These derivatives are not eligible for reclassification and are recorded on a fair value basis with changes in fair value recorded in the period’s earnings. Management believes that this asymmetry in the accounting treatment between derivatives and the reclassified debt securities results in volatility in earnings from period to period that is not indicative of the economics of the underlying business performance in Wholesale Banking. The Bank may from time to time replace securities within the portfolio to best utilize the initial, matched fixed term funding. As a result, the derivatives are accounted for on an accrual basis in Wholesale Banking and the gains and losses related to the derivatives in excess of the accrued amounts are reported in the Corporate segment. Adjusted results of the Bank exclude the gains and losses of the derivatives in excess of the accrued amount. 10 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 10 On December 27, 2013, the Bank acquired approximately 50% of the existing Aeroplan credit card portfolio from the Canadian Imperial Bank of Commerce (CIBC) and on January 1, 2014, the Bank became the primary issuer of Aeroplan Visa credit cards. The Bank incurred program set-up, conversion and other one- time costs related to the acquisition of the portfolio and related affinity agree- ment, consisting of information technology, external professional consulting, marketing, training, and program management as well as a commercial subsidy payment of $127 million ($94 million after tax) payable to CIBC. These costs are included as an item of note in the Canadian Retail segment. The third quarter of 2014 was the last quarter Canadian Retail included any further set-up, conversion or other one-time costs related to the acquired Aeroplan credit card portfolio as an item of note. 11 In the third quarter of 2013, the Bank recorded a provision for credit losses of $65 million ($48 million after tax) for residential loan losses from Alberta flooding. In the fourth quarter of 2013, a provision of $40 million ($29 million after tax) was released. In the third quarter of 2014, the Bank released the remaining provi- sion of $25 million ($19 million after tax). The release of the remaining provision reflects low levels of delinquency and impairments to date, as well as a low likelihood of future material losses within the portfolio. 12 On November 12, 2013, TD Waterhouse Canada Inc., a subsidiary of the Bank, completed the sale of the Bank’s institutional services business, known as TD Waterhouse Institutional Services, to a subsidiary of National Bank of Canada. The transaction price was $250 million in cash, subject to certain price adjustment mechanisms which were settled in the third and fourth quarters of 2014. On the transaction date, a gain of $196 million after tax was recorded in the Corporate segment in other income. The gain is not considered to be in the normal course of business for the Bank. 13 As a result of certain adverse judgments and settlements in the U.S. in 2012, and after continued evaluation of this portfolio of cases throughout that year, the Bank took prudent steps to determine, in accordance with applicable accounting standards, that the litigation provision of $413 million ($248 million after tax) was required. In 2013, the Bank further assessed its litigation provisions and deter- mined that additional litigation and litigation-related charges of $127 million ($100 million after tax) were required as a result of developments and settlements reached in the U.S. in fiscal 2013. 14 The Bank undertook certain measures commencing in the fourth quarter of 2013, which continued through fiscal year 2014, to reduce costs in a sustainable manner and achieve greater operational efficiencies. To implement these measures, the Bank recorded a provision of $129 million ($90 million after tax) for restructuring initiatives related primarily to retail branch and real estate optimization initiatives. 15 The Bank provided $62 million ($37 million after tax) in fiscal 2012 for certain estimated losses resulting from Superstorm Sandy which primarily relate to an increase in provision for credit losses, fixed asset impairments and charges against revenue relating to fee reversals. 16 As a result of the Chrysler Financial acquisition in Canada and the U.S., the Bank incurred integration charges and direct transaction costs. As well, the Bank experienced volatility in earnings as a result of changes in fair value of contingent consideration. Integration charges consist of costs related to information technol- ogy, employee retention, external professional consulting charges, marketing (including customer communication and rebranding), integration-related travel costs, employee severance costs, the costs of amending certain executive employ- ment and award agreements, contract termination fees, and the write-down of long-lived assets due to impairment. Direct transaction costs are expenses directly incurred in effecting a business combination and consist primarily of finders’ fees, advisory fees, and legal fees. Contingent consideration is defined as part of the purchase agreement, whereby the Bank is required to pay additional cash consid- eration in the event that amounts realized on certain assets exceed a pre-estab- lished threshold. Contingent consideration is recorded at fair value on the date of acquisition. Changes in fair value subsequent to acquisition are recorded in the Consolidated Statement of Income. Adjusted earnings exclude the gains and losses on contingent consideration in excess of the acquisition date fair value. While integration charges and direct transaction costs related to this acquisition were incurred for both Canada and the U.S., the majority of these charges relate to integration initiatives undertaken for U.S. Retail. The fourth quarter of 2012 was the last quarter U.S. Retail included any further Chrysler Financial-related integration charges or direct transaction costs as an item of note. 17 Excluding the impact related to the credit card portfolio of MBNA Canada and other consumer loan portfolios (which is recorded in Canadian Retail), “Reduction of allowance for incurred but not identified credit losses”, formerly known as “General allowance increase (release) in Canadian Retail and Wholesale Banking” was $162 million ($120 million after tax) in fiscal 2012, all of which was attribut- able to the Wholesale Banking and non-MBNA related Canadian Retail loan portfolios. Beginning in 2013, the change in the “allowance for incurred but not identified credit losses” in the normal course of business is included in Corporate segment net income and is no longer recorded as an item of note. 18 This represents the impact of changes in the income tax statutory rate on net deferred income tax balances. 19 The Bank purchases CDS to hedge the credit risk in Wholesale Banking’s corporate lending portfolio. These CDS do not qualify for hedge accounting treatment and are measured at fair value with changes in fair value recognized in current peri- od’s earnings. The related loans are accounted for at amortized cost. Management believes that this asymmetry in the accounting treatment between CDS and loans would result in periodic profit and loss volatility which is not indicative of the economics of the corporate loan portfolio or the underlying business performance in Wholesale Banking. As a result, the CDS are accounted for on an accrual basis in Wholesale Banking and the gains and losses on the CDS, in excess of the accrued cost, are reported in the Corporate segment. When a credit event occurs in the corporate loan book that has an associated CDS hedge, the PCL related to the portion that was hedged through the CDS is netted against this item of note. 20 As a result of U.S. Retail acquisitions, the Bank incurred integration charges and direct transaction costs. Integration charges consist of costs related to information technology, employee retention, external professional consulting charges, market- ing (including customer communication and rebranding), integration-related travel costs, employee severance costs, the costs of amending certain executive employ- ment and award agreements, contract termination fees and the write-down of long-lived assets due to impairment. Direct transaction costs are expenses directly incurred in effecting a business combination and consist primarily of finders’ fees, advisory fees, and legal fees. The first quarter of 2012 was the last quarter U.S. Retail included any further integration charges or direct transaction costs as an item of note. T A B L E 3 RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE (EPS)1 (Canadian dollars) Basic earnings per share – reported Adjustments for items of note2 Basic earnings per share – adjusted Diluted earnings per share – reported Adjustments for items of note2 Diluted earnings per share – adjusted 2014 $ 4.15 0.13 $ 4.28 $ 4.14 0.13 $ 4.27 2013 $ 3.46 0.26 $ 3.72 $ 3.44 0.27 $ 3.71 2012 $ 3.40 0.33 $ 3.73 $ 3.38 0.33 $ 3.71 1 EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares outstanding during the period. 2 For explanation of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 11 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 2014 $ 115 53 37 14 27 246 236 $ 482 2013 $ 117 54 36 – 25 232 176 $ 408 2012 $ 122 57 33 – 26 238 141 $ 379 Adjusted return on common equity (ROE) is adjusted net income available to common shareholders as a percentage of average common equity. Adjusted ROE is a non-GAAP financial measure as it is not a defined term under IFRS. Readers are cautioned that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings under IFRS and, therefore, may not be comparable to similar terms used by other issuers. 2014 2013 $ 49,495 7,633 244 7,877 $ 44,791 6,350 496 6,846 2012 $ 41,102 6,160 604 6,764 15.9% 15.3% 16.5% Disposal of TD Waterhouse Institutional Services On November 12, 2013, TD Waterhouse Canada Inc., a subsidiary of the Bank, completed the sale of the Bank’s institutional services busi- ness, known as TD Waterhouse Institutional Services, to a subsidiary of National Bank of Canada. The transaction price was $250 million in cash, subject to certain price adjustment mechanisms. A pre-tax gain of $231 million was recorded in the Corporate segment in other income in the first quarter of 2014. An additional pre-tax gain of $13 million was recorded in the Corporate segment subsequently, upon the settlement of price adjustment mechanisms. T A B L E 4 AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES1 (millions of Canadian dollars) TD Bank, N.A. TD Ameritrade (included in equity in net income of an investment in associate) MBNA Canada Aeroplan Other Software Amortization of intangibles, net of income taxes 1 Amortization of intangibles, with the exception of software, are included as items of note. For explanation of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. RETURN ON COMMON EQUITY The Bank’s methodology for allocating capital to its business segments is aligned with the common equity capital requirements under Basel III. Beginning November 1, 2013, capital allocated to the business segments is based on 8% Common Equity Tier 1 (CET1) Capital which includes an additional charge of 1% of risk-weighted assets (RWA) to account for the Office of the Superintendent of Financial Institutions Canada (OSFI) common equity capital surcharge for Domestic Systemically Important Banks (D-SIBs), resulting in a CET1 Capital ratio minimum requirement of 8% effective January 1, 2016. The return measures for business segments reflect a return on common equity methodology. T A B L E 5 RETURN ON COMMON EQUITY (millions of Canadian dollars, except as noted) Average common equity Net income available to common shareholders – reported Items of note impacting income, net of income taxes1 Net income available to common shareholders – adjusted Return on common equity – adjusted 1 For explanations of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. SIGNIFICANT EVENTS IN 2014 Acquisition of certain CIBC Aeroplan Credit Card Accounts On December 27, 2013, the Bank, Aimia Inc. (Aimia), and the Canadian Imperial Bank of Commerce (CIBC) closed a transaction under which the Bank acquired approximately 50% of CIBC’s existing Aeroplan credit card portfolio, which primarily included accounts held by custom- ers who did not have an existing retail banking relationship with CIBC. The Bank accounted for the purchase as an asset acquisition. The results of the acquisition have been recorded in the Canadian Retail segment. The Bank acquired approximately 540,000 cardholder accounts with an outstanding balance of $3.3 billion at a price of par plus $50 million less certain adjustments for total cash consideration of $3.3 billion. At the date of acquisition, the fair value of credit card receivables acquired was $3.2 billion and the fair value of an intangible asset for the purchased credit card relationships was $146 million. In connection with the purchase agreement, the Bank agreed to pay CIBC a further $127 million under a commercial subsidy agreement. This payment was recognized as a non-interest expense in 2014. 12 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS OVERVIEW Net Income AT A GLANCE OVERVIEW • Reported net income was $7,883 million, an increase of $1,243 million, or 19%, compared with last year. • Adjusted net income was $8,127 million, an increase of $991 million, or 14%, compared with last year. Reported net income for the year was $7,883 million, an increase of $1,243 million, or 19%, compared with $6,640 million last year. Adjusted net income for the year was $8,127 million, an increase of $991 million, or 14%, compared with $7,136 million last year. The increase in adjusted net income was due to higher earnings in the Canadian Retail, Wholesale Banking, and U.S. Retail segments, partially offset by a decrease in the Corporate segment. Canadian Retail net income increased primarily due to loan and deposit volume growth, the acquisition of certain CIBC Aeroplan credit card accounts and the related affinity agreement with Aimia, Inc. (collectively, “Aeroplan”), strong wealth asset growth, and higher insurance earnings, partially offset by higher expenses. Wholesale Banking net income increased primarily due to higher revenue, partially offset by higher expenses and a higher effective tax rate. U.S. Retail net income increased primarily due to strong organic growth, favourable credit performance, the acquisition of the credit card portfolio of Target and related program agreement (collectively, “Target”), the acquisition of Epoch Investment Partners, Inc. (Epoch), and the impact of foreign currency translation, partially offset by lower gains on sales of securities and debt securities classified as loans, and margin compression. Corporate segment loss increased primarily due to higher net corporate expenses as a result of ongoing investment in enterprise and regulatory projects and productivity initiatives. Reported diluted earnings per share for the year were $4.14, a 20% increase, compared with $3.44 last year. Adjusted diluted earnings per share for the year were $4.27, a 15% increase, compared with $3.71 last year. Excluding certain losses in insurance earnings due to addi- tional losses last year as a result of strengthened reserves for general insurance automobile claims and claims resulting from severe weather- related events, diluted earnings per share for the year increased 13% on a reported basis and increased 8% on an adjusted basis. Impact of Foreign Exchange Rate on U.S. Retail Translated Earnings U.S. Retail earnings, including the contribution from the Bank’s invest- ment in TD Ameritrade, are impacted by fluctuations in the U.S. dollar to Canadian dollar exchange rate. Depreciation of the Canadian dollar had a favourable impact on consolidated earnings for the year ended October 31, 2014, compared with last year, as shown in the following table. T A B L E 6 IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL TRANSLATED EARNINGS (millions of Canadian dollars, except as noted) U.S. Retail (including TD Ameritrade) Increased total revenue – reported Increased total revenue – adjusted Increased non-interest expenses – reported Increased non-interest expenses – adjusted Increased net income – reported, after tax Increased net income – adjusted, after tax Increase in basic earnings per share – reported (dollars) Increase in basic earnings per share – adjusted (dollars) 2014 vs. 2013 2013 vs. 2012 $ 570 570 370 370 143 143 $ 118 118 78 80 26 26 $ 0.08 $ 0.01 0.08 0.01 A one cent increase/decrease in the U.S. dollar to Canadian dollar exchange rate would have decreased/increased total Bank annual net income by approximately $23 million. 13 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS OVERVIEW Revenue AT A GLANCE OVERVIEW • Reported revenue was $29,961 million, an increase of $2,702 million, or 10%, compared with last year. • Adjusted revenue was $29,681 million, an increase of $2,493 million, or 9%, compared with last year. • Net interest income increased by $1,510 million, or 9%, compared with last year. • Reported non-interest income increased by $1,192 million, or 11%, compared with last year. • Adjusted non-interest income increased by $983 million, or 9%, compared with last year. NET INTEREST INCOME Net interest income for the year on a reported and adjusted basis was $17,584 million, an increase of $1,510 million, or 9%, compared with last year. The increase in adjusted net interest income was primarily driven by increases in the U.S. Retail, Canadian Retail, and Wholesale Banking segments. U.S. Retail net interest income increased primarily due to strong loan and deposit volume growth, the full year inclusion of Target, and the impact of foreign currency translation. Canadian Retail net interest income increased primarily due to good loan and deposit volume growth and the inclusion of Aeroplan. Wholesale Banking net interest income increased primarily due to higher trading- related net interest income. NET INTEREST MARGIN Net interest margin declined by 1 basis point (bps) during the year to 2.19%, compared with 2.20% last year. Lower margins in the Canadian and U.S. Retail segments were primarily due to core margin compression, partially offset by the inclusions of Aeroplan and Target. NET INTEREST INCOME (millions of Canadian dollars) $18,000 15,000 12,000 9,000 6,000 3,000 0 12 13 14 Reported Adjusted 14 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIST A B L E 7 NET INTEREST INCOME ON AVERAGE EARNING BALANCES1,2 (millions of Canadian dollars, except as noted) 2014 Average balance Interest3 Average rate Average balance Interest3 2013 Average rate Average balance Interest3 2012 Average rate Interest-earning assets Interest-bearing deposits with Banks Canada U.S. Securities Trading Canada U.S. Non-trading Canada U.S. Securities purchased under reverse repurchase agreements Canada U.S. Loans Mortgages4 Canada U.S. Consumer instalment and other personal Canada U.S. Credit card Canada U.S. Business and government4 Canada U.S. International Total interest-earning assets Interest-bearing liabilities Deposits Personal Canada U.S. Banks Canada U.S. Business and government5,6 Canada U.S. Subordinated notes and debentures Obligations related to securities sold short and under repurchase agreements Canada U.S. Securitization liabilities7 Other liabilities8,9 Canada U.S. International Total interest-bearing liabilities Total net interest income on 2.76 1.75 1.53 2.53 0.96 0.33 3.15 4.53 5.63 4.51 $ 3,692 $ 27,179 17 30 0.46% $ 4,552 $ 0.11 17,748 23 32 0.51% $ 8,950 $ 0.18 13,580 41 42 0.46% 0.31 55,383 18,424 23,169 76,245 1,367 333 377 1,370 2.47 1.81 1.63 1.80 54,390 16,781 1,398 321 20,554 66,675 336 1,384 2.57 1.91 1.63 2.08 48,342 1,332 231 13,201 18,855 288 66,089 1,671 29,665 35,232 288 62 0.97 0.18 24,207 31,422 230 94 0.95 0.30 25,944 27,025 249 90 188,664 45,787 90,512 29,272 17,984 7,200 5,571 1,713 4,499 1,058 2,245 1,287 2.95 3.74 4.97 3.61 176,856 41,744 5,390 1,710 91,729 26,206 4,718 1,016 3.05 4.10 5.14 3.88 163,016 5,141 36,910 1,671 93,622 5,270 22,568 1,018 12.48 17.88 14,582 4,697 1,828 834 12.54 17.76 14,128 1,699 124 1,043 12.03 11.89 44,512 41,233 68,898 1,449 1,495 767 $ 803,051 $ 23,928 1,243 43,025 3.26 1,340 33,452 3.63 1.11 718 62,180 2.98% $ 730,800 $ 22,615 32,287 1,111 2.89 29,451 1,362 4.01 1.15 898 59,101 3.09% $ 674,112 $ 22,238 3.44 4.62 1.52 3.30% $ 172,897 $ 1,394 197 147,025 0.81% $ 168,369 $ 1,660 211 130,378 0.13 0.99% $ 160,947 $ 1,819 264 119,605 0.16 1.13% 0.22 5,898 7,682 145,233 125,375 7,964 18 16 1,540 1,065 412 43,334 42,682 41,745 535 122 777 0.31 0.21 1.06 0.85 5.17 1.23 0.29 1.86 6,134 6,565 11 14 120,426 111,787 8,523 1,270 1,248 447 40,874 37,534 50,591 472 102 927 0.18 0.21 1.05 1.12 5.24 1.15 0.27 1.83 4,984 5,278 28 10 113,066 1,303 88,962 1,226 612 11,509 432 37,875 30,161 96 53,032 1,026 0.56 0.19 1.15 1.38 5.32 1.14 0.32 1.93 5,652 29 32,077 88 1 179 $ 777,593 $ 6,344 82 5,625 1.56 3 72 3.45 0.56 94 19,766 0.82% $ 706,644 $ 6,541 249 7,624 1.46 3 152 4.17 0.48 144 17,964 0.93% $ 651,159 $ 7,212 3.27 1.97 0.80 1.11% average earning assets $ 803,051 $ 17,584 2.19% $ 730,800 $ 16,074 2.20% $ 674,112 $ 15,026 2.23% 1 Net interest income includes dividends on securities. 2 Geographic classification of assets and liabilities is based on the domicile of the 6 Includes marketing fees incurred on the TD Ameritrade Insured Deposit Accounts (IDA) of $895 million (2013 – $821 million, 2012 – $834 million). booking point of assets and liabilities. 3 Interest income includes loan fees earned by the Bank, which are recognized in net interest income over the life of the loan through the effective interest rate method. 4 Includes trading loans that the Bank intends to sell immediately or in the near term with a fair value of $37 million (2013 – $24 million, 2012 – $25 million) and amortized cost of $36 million (2013 – $24 million, 2012 – $25 million), and loans designated at fair value through profit or loss of $5 million (2013 – $9 million, 2012 – $13 million) and amortized cost of nil (2013 – nil, 2012 – nil). 5 Includes trading deposits with a fair value of $59 billion (2013 – $51 billion, 2012 – $39 billion). 7 Includes securitization liabilities designated at fair value through profit or loss of $11 billion (2013 – $22 billion, 2012 – $25 billion) and related amortized cost of $11 billion (2013 – $22 billion, 2012 – $25 billion). Also includes securitization liabilities at amortized cost of $25 billion (2013 – $25 billion, 2012 – $25 billion). 8 Other liabilities includes asset-backed commercial paper and term notes with an amortized cost of $5 billion (2013 – $5 billion, 2012 – $5 billion). 9 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current year. 15 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The following table presents an analysis of the change in net interest income of volume and interest rate changes. In this analysis, changes due to volume/interest rate variance have been allocated to average interest rate. T A B L E 8 ANALYSIS OF CHANGE IN NET INTEREST INCOME1,2 (millions of Canadian dollars) 2014 vs. 2013 2013 vs. 2012 Favourable (unfavourable) due to change in Favourable (unfavourable) due to change in Average volume Average rate Net change Average volume Average rate Net change Interest-earning assets Interest-bearing deposits with banks Canada U.S. Securities Trading Canada U.S. Non-trading Canada U.S. Securities purchased under reverse repurchase agreements Canada U.S. Loans Mortgages3 Canada U.S. Consumer instalment and other personal Canada U.S. Credit card Canada U.S. Business and government3 Canada U.S. International Total interest-earning assets Interest-bearing liabilities Deposits Personal Canada U.S. Banks Canada U.S. Business and government4,5 Canada U.S. Subordinated notes and debentures Obligations related to securities sold short and under repurchase agreements Canada U.S. Securitization liabilities6 Other liabilities7,8 Canada U.S. International Total interest-bearing liabilities Total net interest income on average earning assets $ (5) 17 $ (1) (19) $ (6) (2) $ (20) 13 $ 2 (23) $ (18) (10) 26 32 43 199 52 11 360 165 (62) 119 426 444 (57) (20) (2) (213) 6 (43) (179) (162) (157) (77) (9) 9 (31) 12 41 (14) 58 (32) 181 3 (219) 42 417 453 166 62 26 14 (16) 14 436 219 (106) 164 55 435 (100) 28 22 (301) (3) (10) (187) (180) (446) (166) 74 275 66 90 48 (287) (19) 4 249 39 (552) (2) 129 710 43 312 95 $ 2,277 163 (157) (46) $ (964) 206 155 49 $ 1,313 370 185 65 $ 2,082 (238) (207) (245) $ (1,705) 132 (22) (180) $ 377 $ (44) (27) $ 310 41 $ 266 14 $ (85) (24) $ 244 77 $ 159 53 – (3) (262) (152) 29 (29) (14) 159 (1) 2 (68) $ (410) $ 1,867 (7) 1 (8) 335 6 (34) (6) (9) (5) – (17) $ 607 $ (357) (7) (2) (270) 183 35 (63) (20) 150 (6) (2) (85) (315) 159 (34) (24) 32 23 (2) 118 293 6 (6) 18 67 17 (4) 33 (22) 165 (40) (6) 99 (6) 2 (85) $ 197 $ 1,510 65 2 (23) $ (340) $ 1,742 102 (2) 73 $ 1,011 (694) $ 167 – 50 $ 671 $ 1,048 1 Geographic classification of assets and liabilities is based on the domicile of the 5 Includes marketing fees incurred on the TD Ameritrade IDA of $895 million booking point of assets and liabilities. (2013 – $821 million, 2012 – $834 million). 2 Interest income includes loan fees earned by the Bank, which are recognized in net interest income over the life of the loan through the effective interest rate method. 3 Includes trading loans that the Bank intends to sell immediately or in the near term with a fair value of $37 million (2013 – $24 million, 2012 – $25 million) and amortized cost of $36 million (2013 – $24 million, 2012 – $25 million), and loans designated at fair value through profit or loss of $5 million (2013 – $9 million, 2012 – $13 million) and amortized cost of nil (2013 – nil, 2012 – nil). 6 Includes securitization liabilities designated at fair value through profit or loss of $11 billion (2013 – $22 billion, 2012 – $25 billion) and related amortized cost of $11 billion (2013 – $22 billion, 2012 – $25 billion). Also includes securitization liabilities at amortized cost of $25 billion (2013 – $25 billion, 2012 – $25 billion). 7 Other liabilities includes asset-backed commercial paper and term notes with an amortized cost of $5 billion (2013 – $5 billion, 2012 – $5 billion). 8 Certain comparative amounts have been reclassified to conform with the 4 Includes trading deposits with a fair value of $59 billion (2013 – $51 billion, presentation adopted in the current year. 2012 – $39 billion). 16 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS NON-INTEREST INCOME Non-interest income for the year on a reported basis was $12,377 million, an increase of $1,192 million, or 11%, compared with last year. Adjusted non-interest income for the year was $12,097 million, an increase of $983 million, or 9%, compared with last year. The increase in adjusted non-interest income was primarily driven by increases in the Canadian Retail, U.S. Retail, and Corporate segments. Canadian Retail non-interest income increased primarily due to wealth asset growth, higher volume-related fee growth, the inclusion of Aeroplan, and higher insurance revenue. U.S. Retail non-interest income increased primarily due to the full year inclusions of Target and Epoch, and the impact of foreign currency translation, partially offset by lower gains on sales of securities and debt securities classified as loans. Corporate segment non-interest income increased primarily due to the gains on sales of TD Ameritrade shares in the current year. T A B L E 9 NON-INTEREST INCOME1 (millions of Canadian dollars, except as noted) Investment and securities services TD Waterhouse fees and commissions Full-service brokerage and other securities services Underwriting and advisory Investment management fees Mutual fund management Total investment and securities services Credit fees Net securities gains (losses) Trading income (losses) Service charges Card services Insurance revenue Trust fees Other income (loss) Total 2014 2013 2012 % change 2014 vs. 2013 $ 412 684 482 413 1,355 3,346 845 173 (349) 2,152 1,552 3,883 150 625 $ 12,377 $ 406 596 365 326 1,141 2,834 785 304 (279) 1,966 1,220 3,734 148 473 $ 11,185 $ 384 562 437 241 997 2,621 745 373 (41) 1,849 942 3,537 149 345 $ 10,520 1% 15 32 27 19 18 8 (43) (25) 9 27 4 1 32 11% 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current year. TRADING-RELATED INCOME Trading-related income is the total of net interest income on trading positions, trading income (loss), and income from financial instruments designated at fair value through profit or loss that are managed within a trading portfolio. Trading-related income increased by $33 million, or 3%, compared with last year. The increase was primarily driven by higher interest rate and credit trading on improved client activity during the year. The mix of trading-related income between net interest income and trading income is largely dependent upon the level of interest rates, which drives the funding costs of the Bank’s trading portfolios. Generally, as interest rates rise, net interest income declines and trad- ing income reported in non-interest income increases. Management believes that the total trading-related income is the appropriate measure of trading performance. T A B L E 1 0 TRADING-RELATED INCOME (millions of Canadian dollars) Net interest income Trading income (loss) Financial instruments designated at fair value through profit or loss1 Total trading-related income (loss) By product Interest rate and credit portfolios Foreign exchange portfolios Equity and other portfolios Financial instruments designated at fair value through profit or loss1 Total trading-related income (loss) 1 Excludes amounts related to securities designated at fair value through profit or loss that are not managed within a trading portfolio, but which have been combined with derivatives to form economic hedging relationships. 2014 $ 1,337 (349) (9) $ 979 $ 601 385 2 (9) $ 979 2013 $ 1,231 (279) (6) $ 946 $ 557 368 27 (6) $ 946 2012 $ 1,050 (41) 10 $ 1,019 $ 534 374 101 10 $ 1,019 17 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS OVERVIEW Expenses AT A GLANCE OVERVIEW • Reported non-interest expenses were $16,496 million, an increase of $1,427 million, or 9%, compared with last year. • Adjusted non-interest expenses were $15,863 million, an increase of $1,473 million, or 10%, compared with last year. • Reported efficiency ratio improved to 55.1% compared with 55.3% last year. • Adjusted efficiency ratio worsened to 53.4% compared with 52.9% last year. EFFICIENCY RATIO The efficiency ratio measures operating efficiency and is calculated by taking the non-interest expenses as a percentage of total revenue. A lower ratio indicates a more efficient business operation. The reported efficiency ratio was 55.1% compared with 55.3% last year. The adjusted efficiency ratio worsened to 53.4%, compared with 52.9% last year. Expenses grew faster than revenue primarily due to higher investments to support business growth and higher enterprise and regulatory projects, and productivity initiatives. NON-INTEREST EXPENSES Reported non-interest expenses for the year were $16,496 million, an increase of $1,427 million, or 9%, compared with last year. Adjusted non-interest expenses were $15,863 million, an increase of $1,473 million, or 10%, compared with last year. The increase in adjusted non-interest expenses was driven by increases in the U.S. Retail, Canadian Retail, and Corporate segments. U.S. Retail non-interest expenses increased primarily due to the full year inclusion of Target, investments to support business growth, and the impact of foreign currency translation, partially offset by productivity gains. Canadian Retail non-interest expenses increased primarily due to higher employee-related costs including higher revenue-based variable expenses in the wealth business, the inclusion of Aeroplan, investments to support business growth, and volume growth, partially offset by productivity gains. Corporate segment non-interest expenses increased primarily due to ongoing investment in enterprise and regulatory projects, and productivity initiatives. NON-INTEREST EXPENSES (millions of Canadian dollars) EFFICIENCY RATIO (percent) $18,000 15,000 12,000 9,000 6,000 3,000 0 60% 50 40 30 20 10 0 12 13 14 12 13 14 Reported Adjusted Reported Adjusted 18 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIST A B L E 1 1 NON-INTEREST EXPENSES AND EFFICIENCY RATIO1 (millions of Canadian dollars, except as noted) 2014 2013 2012 % change 2014 vs. 2013 Salaries and employee benefits Salaries Incentive compensation Pension and other employee benefits Total salaries and employee benefits Occupancy Rent Depreciation Other Total occupancy Equipment Rent Depreciation Other Total equipment Amortization of other intangibles Marketing and business development Restructuring costs Brokerage-related fees Professional and advisory services Communications Other expenses Capital and business taxes Postage Travel and relocation Other Total other expenses Total expenses Efficiency ratio – reported Efficiency ratio – adjusted 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current year. $ 5,171 1,927 1,353 8,451 800 324 425 1,549 147 209 454 810 598 756 29 321 991 283 160 212 185 2,151 2,708 $ 16,496 $ 4,751 1,634 1,266 7,651 755 330 371 1,456 216 188 443 847 521 685 129 317 1,009 281 147 201 186 1,639 2,173 $ 15,069 $ 4,647 1,561 1,051 7,259 704 324 346 1,374 210 184 431 825 477 668 – 296 925 282 149 196 175 1,390 1,910 $ 14,016 9 18 7 10 6 (2) 15 6 (32) 11 2 (4) 15 10 (78) 1 (2) 1 9 5 (1) 31 25 9 55.1% 53.4 55.3% 52.9 54.9% 51.3 (20)bps 50 19 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS OVERVIEW Taxes Reported total income and other taxes increased by $474 million, or 21%, compared with last year. Income tax expense, on a reported basis, was up $377 million, or 33%, compared with last year. Other taxes were up $97 million, or 9%, compared with last year. Adjusted total income and other taxes were up $420 million from last year. Total income tax expense, on an adjusted basis, was up $323 million, or 24%, from last year. The Bank’s effective income tax rate on a reported basis was 16.7% for 2014, compared with 15.1% last year. The year-over-year increase was largely due to business mix, offset by the resolution of certain audit issues. The Bank reports its investment in TD Ameritrade using the equity method of accounting. TD Ameritrade’s tax expense of $198 million in the year, compared to $168 million last year, was not part of the Bank’s tax rate. T A B L E 1 2 INCOME TAXES (millions of Canadian dollars, except as noted) Income taxes at Canadian statutory income tax rate Increase (decrease) resulting from: Dividends received Rate differentials on international operations Tax rate changes Other Provision for income taxes and effective income tax rate – reported 2014 2013 2012 $ 2,385 26.3% $ 1,970 26.3% $ 1,933 26.4% (321) (489) – (63) (3.5) (5.4) – (0.7) (253) (487) – (95) (3.4) (6.5) – (1.3) (262) (483) (18) (85) (3.6) (6.6) (0.2) (1.2) $ 1,512 16.7% $ 1,135 15.1% $ 1,085 14.8% The Bank’s adjusted effective tax rate for the year was 17.5%, compared with 16.3% last year. The year-over-year increase was largely due to business mix, offset by the resolution of certain audit issues. T A B L E 1 3 NON-GAAP FINANCIAL MEASURES – Reconciliation of Reported to Adjusted Provision for Income Taxes (millions of Canadian dollars, except as noted) Provision for income taxes – reported Adjustments for items of note: Recovery of (provision for) incomes taxes1,2 Amortization of intangibles Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada Fair value of derivatives hedging the reclassified available-for-sale securities portfolio Set-up, conversion and other one-time costs related to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts Impact of Alberta flood on the loan portfolio Gain on sale of TD Waterhouse Institutional Services Litigation and litigation-related charge/reserve Restructuring charges Impact of Superstorm Sandy Integration charges, direct transaction costs, and changes in fair value of contingent consideration relating to the Chrysler Financial acquisition Reduction of allowance for incurred but not identified credit losses Positive impact due to changes in statutory income tax rates Fair value of credit default swaps hedging the corporate loan book, net of provision for credit losses Integration charges and direct transaction costs relating to U.S. Retail acquisitions Total adjustments for items of note Provision for income taxes – adjusted Other taxes Payroll Capital and premium GST, HST, and provincial sales3 Municipal and business Total other taxes Total taxes – adjusted Effective income tax rate – adjusted4 2014 $ 1,512 2013 $ 1,135 2012 $ 1,085 93 44 (6) 47 (6) (35) – – – – – – – – 137 1,649 435 157 426 172 1,190 $ 2,839 94 33 (14) 7 6 – 26 39 – – – – – – 191 1,326 404 140 380 169 1,093 $ 2,419 96 36 – – – – 165 – 25 10 (42) 18 2 2 312 1,397 383 141 352 156 1,032 $ 2,429 17.5% 16.3% 17.1% 1 For explanations of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2 The tax effect for each item of note is calculated using the effective statutory income tax rate of the applicable legal entity. 3 Goods and services tax (GST) and Harmonized sales tax (HST). 4 Adjusted effective income tax rate is the adjusted provision for income taxes before other taxes as a percentage of adjusted net income before taxes. 20 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS OVERVIEW Quarterly Financial Information FOURTH QUARTER 2014 PERFORMANCE SUMMARY Reported net income for the quarter was $1,746 million, an increase of $130 million, or 8%, compared with the fourth quarter last year. Adjusted net income for the quarter was $1,862 million, an increase of $47 million, or 3%, compared with the fourth quarter last year. Reported diluted earnings per share for the quarter were $0.91, compared with $0.84 in the fourth quarter last year. Adjusted diluted earnings per share for the quarter were $0.98, compared with $0.95 in the fourth quarter last year. Revenue for the quarter was $7,452 million, an increase of $452 million, or 6%, on a reported basis, and an increase of $435 million, or 6%, on an adjusted basis, compared with the fourth quarter last year. The increase in adjusted revenue was primarily driven by increases in the Canadian Retail and U.S. Retail segments. Canadian Retail revenue increased primarily due to good loan and deposit volume growth, the inclusion of Aeroplan, wealth asset growth, and insurance business growth. U.S. Retail revenue increased due to the impact of foreign currency translation. In U.S. dollars, U.S. Retail revenue decreased primarily due to lower accretion and lower gains on sales of securities. Provision for credit losses (PCL) for the quarter was $371 million, an increase of $19 million, or 5%, on a reported basis, and a decrease of $21 million, or 5%, on an adjusted basis, compared with the fourth quarter last year. The decrease was primarily driven by a decrease in the U.S. Retail segment partially offset by an increase in the Canadian Retail segment. U.S. Retail PCL decreased primarily due to favourable credit performance in auto loans. Canadian Retail PCL increased primarily due to higher provisions in commercial lending and the inclu- sion of Aeroplan, partially offset by favourable credit performance and lower bankruptcies in personal banking. Insurance claims and related expenses for the quarter were $720 million on a reported and adjusted basis, an increase of $9 million, or 1%, compared with the fourth quarter last year primarily due to an increase in severe weather-related events and business growth, partially offset by more favourable prior year claims development. Reported non-interest expenses for the quarter were $4,331 million, an increase of $167 million, or 4%, compared with the fourth quarter last year. Adjusted non-interest expenses for the quarter were $4,188 million, an increase of $298 million, or 8%, compared with the fourth quarter last year. The increase in adjusted non-interest expenses was primarily driven by increases in the Canadian Retail, U.S. Retail, and Corporate segments, partially offset by a decrease in Wholesale Banking. Canadian Retail non-interest expenses increased primarily due to higher employee-related costs including higher revenue-based vari- able expenses in the wealth business, investments to support business growth, and the inclusion of Aeroplan, partially offset by productivity gains. U.S. Retail non-interest expenses increased due to the impact of foreign currency translation. In U.S. dollars, U.S. Retail non-interest expenses decreased primarily due to productivity gains and lower expenses related to Target, partially offset by higher employee-related costs to support business growth. Corporate segment non-interest expenses increased primarily due to ongoing investment in enterprise and regulatory projects and productivity initiatives. Wholesale Banking non-interest expenses decreased primarily due to expenses related to the settlement of a commercial dispute in the fourth quarter last year. The Bank’s reported effective tax rate was 18.2% for the quarter, compared with 13.4% in the same quarter last year. The Bank’s adjusted effective tax rate was 18.9% for the quarter, compared with 15.0% in the same quarter last year. The year-over-year increases were largely due to lower tax-exempt dividend income from taxable Canadian corporations and business mix. QUARTERLY TREND ANALYSIS The Bank has had solid underlying adjusted earnings growth over the past eight quarters. Canadian Retail earnings have been strong with good loan and deposit volume growth, higher fee-based revenue driven by wealth asset growth, and the acquisition of Aeroplan. U.S. Retail earnings have benefited from strong loan and deposit volume growth, continued investments to support business growth, and the acquisitions of Target and Epoch. Wholesale Banking earnings bene- fited from improved trading and investment banking results driven by strong client activity and favourable capital market conditions. The earnings contribution from the Bank’s investment in TD Ameritrade has increased over the past two years primarily due to higher base earnings in TD Ameritrade driven by higher client assets and trading volumes. The Bank’s earnings also benefited from the impact of foreign currency translation over the past eight quarters. 21 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIST A B L E 1 4 QUARTERLY RESULTS (millions of Canadian dollars, except as noted) Net interest income Non-interest income Total revenue Provision for credit losses Insurance claims and related expenses Non-interest expenses Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income – reported Adjustments for items of note, net of income taxes1 Amortization of intangibles Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada Fair value of derivatives hedging the reclassified available-for-sale securities portfolio Set-up, conversion and other one-time costs related to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts Impact of Alberta flood on the loan portfolio Gain on sale of TD Waterhouse Institutional Services Litigation and litigation-related charge/reserve Restructuring charges Total adjustments for items of note Net income – adjusted Preferred dividends Net income available to common shareholders and 2014 For the three months ended 2013 Oct. 31 Jul. 31 Apr. 30 Jan. 31 Oct. 31 Jul. 31 Apr. 30 Jan. 31 $ 4,457 2,995 7,452 371 720 4,331 370 86 1,746 $ 4,435 3,074 7,509 338 771 4,040 330 77 2,107 $ 4,391 3,044 7,435 392 659 4,029 447 80 1,988 $ 4,301 3,264 7,565 456 683 4,096 365 77 2,042 $ 4,183 2,817 7,000 352 711 4,164 238 81 1,616 $ 4,145 2,940 7,085 477 1,140 3,771 249 75 1,523 $ 3,901 2,706 6,607 417 609 3,632 289 57 1,717 $ 3,845 2,722 6,567 385 596 3,502 359 59 1,784 62 54 – 60 27 (24) 63 23 – 61 21 (19) 59 14 15 59 24 (70) 58 30 22 56 24 (24) – – – – – 116 1,862 32 16 (19) – – – 60 2,167 25 – – – – – 86 2,074 40 115 – (196) – – (18) 2,024 46 20 (29) – 30 90 199 1,815 49 – 48 – – – 61 1,584 38 – – – – – 110 1,827 49 – – – 70 – 126 1,910 49 non-controlling interests in subsidiaries – adjusted 1,830 2,142 2,034 1,978 1,766 1,546 1,778 1,861 Attributable to: Non-controlling interests – adjusted Common shareholders – adjusted (Canadian dollars, except as noted) Basic earnings per share Reported Adjusted Diluted earnings per share Reported Adjusted Return on common equity – reported Return on common equity – adjusted (billions of Canadian dollars, except as noted) 27 $ 1,803 27 $ 2,115 26 $ 2,008 27 $ 1,951 27 $ 1,739 26 $ 1,520 26 $ 1,752 26 $ 1,835 $ 0.92 0.98 $ 1.12 1.15 $ 1.05 1.09 $ 1.07 1.06 $ 0.84 0.95 $ 0.79 0.82 $ 0.89 0.95 $ 0.93 1.00 1.11 1.15 0.91 0.98 13.1% 16.3% 15.9% 16.4% 13.4% 12.8% 14.0 1.07 1.06 1.04 1.09 0.79 0.82 0.84 0.95 15.1 13.3 16.2 16.8 16.6 0.89 0.95 15.1% 16.1 0.93 1.00 15.6% 16.7 Average earning assets Net interest margin as a percentage of average earning assets $ 824 $ 806 $ 795 $ 787 $ 748 $ 742 $ 723 $ 709 2.15% 2.18% 2.26% 2.17% 2.22% 2.22% 2.21% 2.15% 1 For explanations of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 22 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS SEGMENT ANALYSIS Business Focus For management reporting purposes, the Bank’s operations and activities are organized around the following operating business segments: Canadian Retail, U.S. Retail, and Wholesale Banking. Canadian Retail provides a full range of financial products and services to customers in the Canadian personal and commercial banking businesses, including credit cards, auto finance, wealth, and insurance businesses. Under the TD Canada Trust brand, personal and small business banking provides a full range of financial products and services to nearly 15 million customers through its network of 1,165 branches, 2,867 automated banking machines, telephone, internet and mobile banking. Commercial Banking serves the needs of medium and large Canadian businesses by offering a broad range of customized products and services to help business owners meet their financing, investment, cash management, international trade, and day-to-day banking needs. Auto Finance provides flexible financing options to customers at point-of-sale for automotive and recreational vehicle purchases through our auto dealer network. The credit card business provides an attractive line-up of credit cards including co-branded and affinity credit card programs. The wealth business offers a wide range of wealth products and services to a large and diverse set of retail and institutional clients in Canada and Europe through the direct investing, advice-based, and asset management businesses. The insurance business offers property and casualty insurance, as well as life and health insurance products in Canada. U.S. Retail comprises the Bank’s retail and commercial banking operations operating under the brand TD Bank, America’s Most Convenient Bank, and wealth management services in the U.S. The retail banking operations provide a full range of financial products and services through multiple delivery channels, including a network of 1,318 stores located along the east coast from Maine to Florida, telephone, mobile and internet banking and automated teller machines (ATM). The commercial banking operations serves the needs of businesses, customizing a broad range of products and services to meet their financing, investment, cash management, international trade, and day-to-day banking needs. Wealth management services include advice-based and asset management businesses. The advice- based business provides investment, trust and banking solutions and advice, across different client asset levels and product complexity, to meet our clients’ goals in protecting, growing and transitioning their wealth. U.S. Retail works with TD Ameritrade to refer mass affluent clients to TD Ameritrade for their direct investing needs. The asset management business manages assets for institutional and high net worth clients and provides sub-advisory services and includes Epoch Investment Partners, Inc. The results of our equity investment in TD Ameritrade are included in U.S. Retail and reported as equity in net income of an investment in associate, net of income taxes. 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 meet- ing the daily trading, funding, and investment needs of our clients. Operating under the TD Securities brand, our clients include highly- rated companies, governments, and institutions in key financial markets around the world. Wholesale Banking is an integrated part of TD’s strategy, providing market access to TD’s wealth and retail operations, and providing wholesale banking solutions to our partners and their customers. The Bank’s other business activities are not considered reportable segments and are, therefore, grouped in the Corporate segment. The Corporate segment includes the impact of treasury and balance sheet management activities, general provision for credit losses, tax items at an enterprise level, the elimination of taxable equivalent and other intercompany adjustments, and residual unallocated revenue and expenses. The results of the credit card portfolio of MBNA Canada, acquired on December 1, 2011, as well as the integration charges and direct transaction costs related to the acquisition, are reported in the Canadian Retail segment. The results of TD Auto Finance Canada are reported in the Canadian Retail segment. The results of TD Auto Finance U.S. are reported in the U.S. Retail segment. Integration charges, direct transaction costs, and changes in fair value of contin- gent consideration related to the Chrysler Financial acquisition are reported in the Corporate segment. The results of the credit card portfolio of Target Corporation and the related program agreement (collectively “Target”), acquired on March 13, 2013, and the results of Epoch Investment Partners, Inc. (Epoch), acquired on March 27, 2013, are both reported in the U.S. Retail segment. Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses in that segment. The Bank measures and evaluates the performance of each segment based on adjusted results, where applicable, and for those segments the Bank notes that the measure is adjusted. Net income for the operating business segments is presented before any items of note not attributed to the operating segments. For further details, see the “How the Bank Reports” section of this document. For information concerning the Bank’s measure of adjusted return on common equity, which is a non-GAAP financial measure, see the “Return on Common Equity” section. Segmented information also appears in Note 31 to the 2014 Consolidated Financial Statements. 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 dividends is adjusted to its equivalent before-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 year was $428 million, compared with $332 million last year. As noted in Note 9 to the 2014 Consolidated Financial Statements, the Bank continues to securitize retail loans and receivables, however under IFRS, the majority of these loans and receivables remain on balance sheet. The “Business Outlook and Focus for 2015” section for each segment, provided on the following pages, is based on the Bank’s views and the assumptions set out in the “Economic Summary and Outlook” section and the actual outcome may be materially different. For more information, see the “Caution Regarding Forward-Looking Statements” section and the “Risk Factors That May Affect Future Results” section. 23 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIST A B L E 1 5 RESULTS BY SEGMENT (millions of Canadian dollars) Net interest income (loss) Non-interest income (loss) Provision for (recovery of) credit losses Insurance claims and related expenses Non-interest expenses Income (loss) before provision for income taxes Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income (loss) – reported Adjustments for items of note, net of income taxes1 Amortization of intangibles Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada Fair value of derivatives hedging the reclassified available-for-sale securities portfolio Set-up, conversion and other one-time costs elated to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts Impact of Alberta flood on the loan portfolio Gain on sale of TD Waterhouse Institutional Services Litigation and litigation-related charge/reserve Restructuring charges Total adjustments for items of note Net income (loss) – adjusted (billions of Canadian dollars) Average common equity CET1 Capital risk-weighted assets2,3 Canadian Retail U.S. Retail Wholesale Banking Corporate 2014 2013 2014 2013 2014 2013 $ 9,538 9,623 946 2,833 8,438 6,944 1,710 $ 8,922 8,860 929 3,056 7,754 6,043 1,474 $ 6,000 2,245 676 – 5,352 2,217 412 $ 5,173 2,149 779 – 4,768 1,775 269 $ 2,210 470 11 – 1,589 1,080 267 $ 1,982 428 26 – 1,542 842 192 2013 2014 2014 $ (164) $ 39 (76) – 1,117 (1,166) (877) (3) $ 17,584 $ 16,074 11,185 1,631 3,056 15,069 7,503 1,135 12,377 1,557 2,833 16,496 9,075 1,512 (252) (103) – 1,005 (1,157) (800) Total 2013 – 5,234 – 4,569 305 2,110 246 1,752 – 813 – 650 15 (274) 26 (331) 320 7,883 272 6,640 – 125 – 131 – – 92 – 20 – – – – – – – – – – – – – – – – – – – – – 246 232 246 232 – – 125 (43) (57) (43) – (19) – 19 131 (19) 92 (57) 20 19 – – – 256 $ 5,490 – – – 112 $ 4,681 – – – – $ 2,110 – 100 – 100 $ 1,852 – – – – $ 813 – – – – $ 650 (196) – – (12) $ (286) $ – (196) – 100 – – 90 – 90 284 496 244 (47) $ 8,127 $ 7,136 $ 12.6 100 $ 10.8 93 $ 25.1 158 $ 22.0 138 $ 4.7 61 $ 4.2 47 $ 9.6 9 $ 7.8 $ 52.0 $ 44.8 286 328 8 1 For explanations of items of note, see the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2 Prior to 2014, amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. 3 Effective the third quarter of 2014, each capital ratio has its own risk-weighted asset (RWA) measure due to the Office of the Superintendent of Financial Institu- tions (OSFI) prescribed scalar for inclusion of the Credit Valuation Adjustment (CVA). Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are 57%, 65%, and 77% respectively. 24 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS ECONOMIC SUMMARY AND OUTLOOK After accelerating in the April to June period of 2014, Canadian economic growth has shown signs of moderating. Looking ahead, quarterly gains in real gross domestic product (GDP) are likely to run at a respectable but still modest 2 to 2.5% rate over the rest of 2014 and in 2015. Outside of Canada’s borders, economic conditions have been mixed. Concerns about economic performances in emerging markets, Japan, and the Eurozone have contributed to a sharp drop in crude oil prices, which has dampened the near-term prospects of the Canadian energy sector. In contrast, the U.S. economy has continued to deliver superior economic growth relative to those of Canada and other major advanced economies. The U.S. job market has been posting significant increases, with private-sector job gains having exceeded 200,000 per month for most of 2014. A continued recovery in job creation is expected to push the U.S. unemployment rate lower over the next two years. In line with a stronger labour market, the U.S. Federal Reserve has completed its extraordinary monetary stimulus and is expected to raise interest rates by the middle part of 2015. Despite the impact of lower commodity prices on export earnings, the Canadian export sector is expected to grow at a healthy rate, helped by rising U.S. demand and the benefits to competitiveness of a lower Canadian dollar, with the latter expected to weaken further over the January to June period of 2015. As Canada’s export performance improves, an increase in business confidence is expected to drive a firming in capital spending, particularly for machinery and equipment. Meanwhile, Canadian consumers have continued to increase spending in the July to September period of 2014, especially for light vehicles, which rose to record levels. Activity in the Canadian housing sector has also shown marked strength for the second consecutive calendar year quarter, both in terms of sales volumes and new construction activity. Interest-sensitive purchases have continued to benefit from low interest rates. That said, auto and home-related purchases are expected to record more moderate gains over the near term, as soft wage growth and elevated levels of household debt work to restrain growth. Although inflation has remained elevated in recent months, the rise has likely been due to temporary factors. Over the very near term, lower gasoline prices will put significant downward pressure on head- line Consumer Price Index (CPI) inflation. Although job gains over the past few months have been encouraging, a lack of wage pressures points to persistent economic slack. In this environment, the Bank of Canada is likely to leave interest rates unchanged. As economic growth gradually picks up over the coming quarters and these tempo- rary factors run their course, the upside risks to inflation will rise. As a result, the Bank of Canada is expected to start gradually raising interest rates in October 2015, but increases are expected to be more modest than in the past. NET INCOME – REPORTED BY BUSINESS SEGMENT (as a percentage of total net income) 1 70% 60 50 40 30 20 10 0 12 13 14 12 13 14 12 13 14 NET INCOME – ADJUSTED BY BUSINESS SEGMENT (as a percentage of total net income) 1 70% 60 50 40 30 20 10 0 12 13 14 12 13 14 12 13 14 Canadian Retail U.S. Retail Wholesale Banking 1 Amounts exclude Corporate segment. 25 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISBUSINESS SEGMENT ANALYSIS Canadian Retail Canadian Retail provides a full range of financial products and services to nearly 15 million customers in the Canadian personal and commercial banking businesses, including credit cards, auto finance, wealth, and insurance businesses. $5,234 Reported $5,490 Adjusted NET INCOME (millions of Canadian dollars) 44.0% Reported 42.2% Adjusted EFFICIENCY RATIO (percent) $6,000 5,000 4,000 3,000 2,000 1,000 0 50% 40 30 20 10 0 12 13 14 12 13 14 Reported Adjusted Reported Adjusted T A B L E 1 6 REVENUE1 (millions of Canadian dollars) Personal banking Business banking Wealth Insurance Total 1 Certain comparative amounts have been restated to conform with current year presentation. 2014 $ 9,600 2,284 3,226 4,051 $ 19,161 2013 $ 8,808 2,232 2,917 3,825 $ 17,782 2012 $ 8,482 2,170 2,668 3,673 $ 16,993 26 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS HIGHLIGHTS • Achieved record adjusted earnings of $5,490 million, CHALLENGES IN 2014 • Sustained low interest rate environment contributed and a record adjusted efficiency ratio of 42.2%. to further deposit margin compression. • Recognized as an industry leader in customer service • Fierce competition for new and existing customers from the excellence with distinctions that included the following: – Ranked “Highest in Customer Satisfaction Among the Big Five Retail Banks”2 for the ninth consecutive year by J.D. Power, a global marketing information services firm. The 2014 Canadian Retail Banking Customer Satisfaction Study included responses from over 17,000 customers who use a primary financial institution for personal banking. – TD Canada Trust retained the #1 spot in “Customer Service Excellence” among the five major Canadian banks for the tenth consecutive year according to global market research firm Ipsos. – TD Canada Trust was recognized as the “Highest in Customer Satisfaction with Small Business Banking”3 by J.D. Power in the 2014 Canadian Small Business Banking Customer Satisfaction Study. • Continued to focus on customer service and convenience by optimizing our branch network, and investing in our digital channel experience, including mobile and online banking. • Recorded strong chequing and savings deposit volume growth due to a focus on acquiring and retaining core customer accounts. • TD Auto Finance Canada originated a record $8 billion of auto loans in Canada in fiscal 2014. • Business banking continued to generate strong loan volume growth of 12%. • The Canadian Cards business successfully assumed mass marketing rights to the prestigious Aeroplan program in Canada and completed the acquisition of approximately 50% of the existing Aeroplan credit card portfolio from CIBC. • TD Asset Management, the manager of TD Mutual Funds, had record long-term fund sales and record assets under management. • TD has maintained its strong market share4 in key products: – TD is #1 in Canadian credit card market share. – Retained the #1 position in personal deposit market share and the #2 position in personal loan market share. – Business banking held the #2 positions in deposit and loan market share. – The Direct Investing business maintained a market leading position in both share of assets and trades. – TD has the most online banking and mobile customers. major Canadian banks and non-bank competitors. • Challenging retail lending environment due to slow economic growth and elevated consumer debt levels. • The property and casualty insurance results were impacted by severe winter conditions. INDUSTRY PROFILE The personal and business banking environment in Canada is very competitive among the major banks as well as some strong regional players and non-bank competitors. The strong competition makes it difficult to sustain market share gains and distinctive competitive advantage over the long term. Continued success depends upon deliv- ering outstanding customer service and convenience, disciplined risk management practices, and investment in customer products and services. Business growth in the fiercely competitive wealth manage- ment industry lies in the ability to differentiate on client experience by providing the right products, services, tools, and solutions to serve our clients’ needs. Insurance operates in both the Canadian property and casualty insurance, and the life and health insurance industries. The property and casualty industry in Canada is a fragmented and competi- tive market, consisting of both personal and commercial lines writers, whereas the life and health insurance industry is made up of several larger competitors. OVERALL BUSINESS STRATEGY The strategy for Canadian Retail is to: • Consistently deliver a legendary customer experience in everything we do. • Be recognized as an extraordinary place to work. • Make the customer and employee experience simple, fast, and easy in order to drive efficiency. • Strengthen our local market presence in our communities. • Invest in the future to deliver top tier earnings performance consistently. 2 TD Canada Trust received the highest numerical score among the big five retail 4 Market share ranking is based on most current data available from Canadian banks in the proprietary J.D. Power 2006-2014 Canadian Retail Banking Customer Satisfaction Studies.SM 2014 study based on 17,183 total responses and measures opinions of consumers with their primary banking institution. Proprietary study results are based on experiences and perceptions of consumers surveyed May-June 2014. Your experiences may vary. Visit jdpower.com Bankers Association for Business Deposits and Loans as at June 2014, from public financial disclosures for average credit card balances as at July 2014, from OSFI for Personal Deposits and Loans as at August 2014, from comScore for number of online banking and mobile customers as at September 2014, and from Investor Economics for assets and trades metrics as at September 2014. 3 TD Canada Trust received the highest numerical score in the proprietary J.D. Power 2014 Canadian Small Business Banking Satisfaction Study.SM Study based on 1,348 total responses, measuring 5 financial institutions and measures opinions of small business customers. Proprietary study results are based on experiences and perceptions of customers surveyed in May-June 2014. Your experiences may vary. Visit jdpower.com 27 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 2014 2013 $ 9,538 9,623 19,161 19,161 946 2,833 8,438 8,091 $ 5,234 $ 8,922 8,860 17,782 17,782 929 3,056 7,754 7,602 $ 4,569 2012 $ 8,606 8,387 16,993 17,029 1,151 2,424 7,485 7,381 $ 4,463 125 92 104 131 $ 5,490 20 $ 4,681 – $ 4,567 41.7% 43.7 2.95 2.95 44.0 42.2 1,165 39,389 42.3% 43.3 2.92 2.92 43.6 42.7 1,179 39,535 41.3% 42.3 2.95 2.96 44.0 43.3 1,168 41,971 2 In 2014, the Bank conformed to a standardized definition of full-time equivalent staff across all segments. The definition includes, among other things, hours for overtime and contractors as part of its calculations. Results for periods prior to 2014 have not been restated. Assets under administration increased $8 billion, or 3%, compared with the last year, as growth from new client assets, market appreciation, and the addition of the remaining interest in NatWest Stockbrokers Limited,5 was partially offset by the sale of the TD Waterhouse Institutional Services business. Assets under manage- ment increased $25 billion, or 12%, mainly driven by growth from market appreciation and new client assets. PCL for the year was $946 million, an increase of $17 million, or 2% compared with last year. Personal banking PCL was $875 million, a decrease of $7 million, or 1%, primarily due to better credit perfor- mance and lower bankruptcies, partially offset by the addition of Aeroplan. Business banking PCL was $71 million, an increase of $24 million, primarily due to higher recoveries last year. Annualized PCL as a percentage of credit volume was 0.29%, a decrease of 1 bps, compared with last year. Net impaired loans were $834 million, a decrease of $48 million, or 5%, compared with last year. Insurance claims and related expenses were $2,833 million, a decrease of $223 million, or 7%, compared with last year, primarily due to additional losses last year as a result of strengthened reserves for general insurance automobile claims and claims resulting from severe weather-related events, partially offset by higher current year claims driven by severe winter conditions, and business growth. Reported non-interest expenses for the year were $8,438 million, an increase of $684 million, or 9%, compared with last year. Adjusted non-interest expenses for the year were $8,091 million, an increase of $489 million, or 6%, compared with last year. The increase was driven by higher employee-related costs including higher revenue-based vari- able compensation in the wealth business, the addition of Aeroplan, investments to grow the business, and volume growth, partially offset by initiatives to increase productivity. The reported efficiency ratio worsened to 44.0%, while the adjusted efficiency ratio improved to 42.2%, compared with 43.6% and 42.7%, respectively, last year. T A B L E 1 7 CANADIAN RETAIL (millions of Canadian dollars, except as noted) Net interest income Non-interest income Total revenue – reported Total revenue – adjusted Provision for credit losses Insurance claims and related expenses Non-interest expenses – reported Non-interest expenses – adjusted Net income – reported Adjustments for items of note, net of income taxes1 Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada Set-up, conversion and other one-time costs related to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts Net income – adjusted Selected volumes and ratios Return on common equity – reported Return on common equity – adjusted Margin on average earning assets (including securitized assets) – reported Margin on average earning assets (including securitized assets) – adjusted Efficiency ratio – reported Efficiency ratio – adjusted Number of Canadian retail branches Average number of full-time equivalent staff2 1 For explanations of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “How We Performed” section of this document. REVIEW OF FINANCIAL PERFORMANCE Canadian Retail net income for the year on a reported basis was $5,234 million, an increase of $665 million, or 15%, compared with last year. Adjusted net income for the year was $5,490 million, an increase of $809 million, or 17%, compared with last year. The increase in adjusted earnings was primarily due to loan and deposit volume growth, the addition of Aeroplan, strong growth in assets under management, a rebound in insurance earnings due to additional losses last year as a result of strengthened reserves for general insurance automobile claims and claims resulting from severe weather-related events, partially offset by expense growth. The reported annualized return on common equity for the year was 41.7%, while the adjusted annualized return on common equity was 43.7%, compared with 42.3% and 43.3%, respectively, last year. Canadian Retail revenue is derived from the Canadian personal and commercial banking businesses, including credit cards, auto finance, wealth and insurance businesses. Revenue for the year was $19,161 million, an increase of $1,379 million, or 8%, compared with last year. Net interest income increased $616 million, or 7%, driven primarily by good loan and deposit volume growth, and the addition of Aeroplan. Non-interest income increased $763 million, or 9%, largely driven by wealth asset growth, higher volume-related fee growth, the addition of Aeroplan, and higher insurance revenues. Margin on average earning assets was 2.95%, an increase of 3 basis points (bps), due to the addition of Aeroplan. The personal banking business generated solid average lending volume growth of $12.4 billion, or 5%. Average real estate secured lending volume increased $7.9 billion, or 4%. Auto lending average volume increased $1 billion, or 7%, while all other personal lending average volumes increased $3.5 billion, or 11%, largely due to the addition of Aeroplan. Business loans and acceptances average volume increased $5.3 billion, or 12%. Average personal deposit volumes increased $3.8 billion, or 3%, due to strong growth in core chequing and savings accounts, partially offset by lower term deposit volume. Average business deposit volumes increased $5 billion, or 7%. 5 As previously announced on July 8, 2014, the Bank completed the acquisition of the remaining interest in NatWest Stockbrokers Limited from National Westminster Bank plc. 28 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Insurance • Property and Casualty – TD is the largest direct distribution insurer and the second largest personal insurer in Canada. It is also the national leader in the affinity market offering home and auto insurance to members of affinity groups such as profes- sional associations, universities and employer groups, and other customers, through direct channels. The business was able to continue its strong premium growth while facing a challenging winter weather season in 2014. • Life and Health – offers credit protection and travel insurance products mostly distributed through TD Canada Trust branches. Other simple life and health insurance products, and credit card balance protection are distributed through direct channels. BUSINESS OUTLOOK AND FOCUS FOR 2015 The primary focus for 2015 will be to continue to deliver legendary customer service and convenience across all channels. Our commitment to continually invest in our businesses posi- tions us well for future growth. We expect earnings growth to moderate in 2015 due to a more challenging operating environ- ment. We expect the personal loan growth rate to be in line with current year levels. Business lending is forecasted to remain strong as we maintain our focus on winning market share. Wealth asset acquisition is expected to be strong; however, benefits from market appreciation next year are subject to capital markets performance. The outlook for insur- ance is for good core premium growth; however claims will depend on the frequency and severity of weather-related events. Credit loss rates should remain relatively stable; however, low personal bankruptcy trends will likely continue to normalize. Over the next year we expect continued pressure on margins due to the impact of the sustained low interest rate environment, and competitive pricing in the market. We will maintain our focus on productivity initiatives. Our key priorities for 2015 are as follows: • Provide a legendary customer experience across all distribution channels. • Focus on organic growth opportunities across our businesses. • Deliver integrated service and advice in local markets, across businesses, and channels. • Invest in and grow our key businesses, and focus on emerging payment and loyalty innovations. • Accelerate our growth in the Wealth Advice channels and introduce new client solutions in the Direct Investing business. • Review and enhance insurance products to ensure that they are competitive, provide the protection our clients need, and are easy to understand. • Keep our focus on productivity to enhance the customer experience, employee satisfaction, and shareholder value. KEY PRODUCT GROUPS Personal Banking • Personal Deposits – offers a full suite of chequing and savings products to retail clients across Canada. In 2014, personal deposit volume growth was solid, and TD maintained its market share position by focusing on acquiring and retaining core customer accounts. Market share in term deposits declined as the business reduced originations from higher cost, non-proprietary channels, and fulfilled customer needs with other investment products. The business was able to largely offset the impact of the lower interest rate environment through volume growth. • Consumer Lending – offers a diverse range of financing products to suit the needs of retail clients across Canada. In 2014, TD continued to grow in lending volumes but at a slower pace than in recent years and maintained its leadership position in market share for real estate secured lending products, with a focus on increasing customer retention rates and good risk management. • Credit Cards and Merchant Services – offers a range of credit card products including co-branded and affinity credit card programs. In 2014, through its focus on the Aeroplan program, MBNA integra- tion and continued expansion, the business achieved good volume growth and maintained the number one position in credit card market share. • Auto Finance – offers automotive and recreational vehicle financing through an extensive network of dealers across Canada. In 2014, TD delivered good portfolio growth in a highly competitive market by producing financial solutions for automotive and recreational product dealerships, developing flexible vehicle financing options, and continuing its focus on service. Business Banking • Commercial Banking – serves the needs of Canadian businesses across a wide range of industries. In 2014, the business continued to invest in customer-facing resources in strategic markets to drive strong volume growth and market share gains. • Small Business Banking – offers a wide range of financial products and services to small businesses across Canada. In 2014, the busi- ness continued to make investments in both deposit and credit infrastructure to improve speed to market and customer experience. Wealth • Direct Investing – offers a comprehensive product and service offer- ing to self-directed retail investors. TD maintained its leadership position in assets under administration and trade volume in 2014. In Europe, TD Direct Investing provides a broad range of products available for trading and investing, including trading in U.K. and international equities, with direct access to 17 markets. • Advice-based business – offers financial planning, full service brokerage, and private client services, across different portfolio sizes and levels of product complexity, to help clients protect, grow and transition their wealth. The advice-based wealth business is integrated with the Canadian personal and commercial banking businesses. In 2014, it generated good asset growth driven by new assets and market appreciation. • Asset Management – TD Asset Management (TDAM) is a leading investment manager with deep retail and institutional capabilities. TD Mutual Funds is a leading mutual fund business, providing a broadly diversified range of mutual funds and professionally managed portfolios. TDAM’s institutional investment business has a leading market share in Canada and includes clients of some of the largest pension funds, endowments, and corporations in Canada. All asset management units work in close partnership with other TD businesses, including the advice-based wealth business and retail banking, to align products and services to ensure a legendary client experience. 2014 was a record year for assets under management and long-term fund sales. 29 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISBUSINESS SEGMENT ANALYSIS U.S. Retail Operating under the brand name, TD Bank, America’s Most Convenient Bank, U.S. Retail offers a full range of financial products and services to more than 8 million customers in the Bank’s U.S. personal and commercial banking businesses, including U.S. credit cards and auto finance, as well as its wealth business. $2,110 Reported $2,110 Adjusted NET INCOME (millions of Canadian dollars) 64.9% Reported 64.9% Adjusted EFFICIENCY RATIO (percent) $2,400 2,000 1,600 1,200 800 400 0 80% 60 40 20 0 12 13 14 12 13 14 Reported Adjusted Reported Adjusted T A B L E 1 8 REVENUE (millions of dollars) Personal Banking Business Banking Wealth Other1 Total 1 Other revenue consists primarily of revenue from investing activities. Canadian dollars October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 $ 4,685 2,353 330 877 $ 8,245 $ 3,778 2,094 202 1,248 $ 7,322 $ 2,899 2,357 111 866 $ 6,233 $ 4,297 2,158 303 805 $ 7,563 $ 3,701 2,051 198 1,223 $ 7,173 U.S. dollars October 31 2012 $ 2,888 2,348 110 862 $ 6,208 30 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS HIGHLIGHTS • Achieved record adjusted earnings of US$1,938 million in a challenging operating environment. • Continued to focus on providing legendary customer service and convenience: – Named the 2014 “Best Big Bank in America” by Money Magazine. – Continued to offer more store hours and increased convenience in markets where we compete. – Continued to invest in our digital channel experience, including mobile and online banking. • Gained profitable market share in both loans and deposits while maintaining strong credit quality. • Expanded and integrated wealth product offerings. CHALLENGES IN 2014 • The sustained low interest rate environment contributed to further margin compression. • Slow economic growth created a challenging environment for retail lending. • We faced fierce competition for new and existing customers INDUSTRY PROFILE The U.S. banking industry is highly competitive and includes several very large financial institutions as well as small community and savings banks, finance companies, credit unions, and other providers of financial services. The keys to profitability are attracting and retain- ing customer relationships with legendary service and convenience, continued investment in products, services and distribution channels to meet customers’ evolving needs, rational product pricing, optimiz- ing fee-based businesses, disciplined risk management, and effective expense control. In the U.S., the wealth management industry is large and consists of banks, insurance companies, independent mutual fund companies, discount brokers, full service brokers, and indepen- dent asset management companies. TD’s U.S. wealth business competes against national and regional banks as well as non-bank wealth organizations. OVERALL BUSINESS STRATEGY The strategy for U.S. Retail is to: • Provide integrated banking services to customers across all of our distribution channels, including digital, phone, ATM, and branch. • Invest in the future, outgrow the competition, and deliver consistent from U.S. banks and non-bank competitors. top tier earnings performance. • Regulatory and legislative changes had an impact on the operating environment, TD’s product offerings, and the Bank’s earnings. • Deliver legendary service and convenience, and make customers proud to be associated with TD. • Operate with excellence, and make the customer and employee experience simple, fast, and easy to drive efficiency. • Only take risks we understand and can manage, and deploy capital prudently within a well-defined risk appetite. • Be recognized as an extraordinary and inclusive place to work by attracting, developing, and retaining top talent. • Strengthen our presence in the higher growth markets along the U.S. Eastern Seaboard that comprise our U.S. footprint. 31 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 1 9 U.S. RETAIL1 (millions of dollars, except as noted) Net interest income Non-interest income Total revenue Provision for credit losses – loans Provision for (recovery of) credit losses – debt securities classified as loans Provision for (recovery of) credit losses – acquired credit-impaired loans2 Provision for credit losses – reported Provision for credit losses – adjusted Non-interest expenses – reported Non-interest expenses – adjusted U.S. Retail Bank net income – reported3 Adjustments for items of note4 Litigation and litigation-related charge/reserve Impact of Superstorm Sandy Integration charges and direct transaction costs relating to U.S. Retail acquisitions U.S. Retail Bank net income – adjusted3 Equity in net income of an investment in associate, net of income taxes Net income – reported Net income – adjusted Selected volumes and ratios Return on common equity – reported Return on common equity – adjusted Margin on average earning assets (TEB)5 Efficiency ratio – reported Efficiency ratio – adjusted Number of U.S. retail stores Average number of full-time equivalent staff6 2014 $ 6,000 2,245 8,245 694 Canadian dollars 2013 $ 5,173 2,149 7,322 762 2012 $ 4,663 1,570 6,233 652 2014 $ 5,503 2,060 7,563 636 2013 $ 5,070 2,103 7,173 746 U.S. dollars 2012 $ 4,643 1,565 6,208 651 (16) (32) 12 (14) (31) 12 (2) 676 676 5,352 5,352 1,805 – – – 1,805 305 $ 2,110 2,110 49 779 779 4,768 4,642 1,506 100 – – 1,606 115 779 725 4,246 3,815 1,116 248 37 (1) 621 621 4,907 4,907 1,657 – – 9 1,410 – 1,657 49 764 764 4,671 4,545 1,474 100 – – 1,574 246 $ 1,752 1,852 209 $ 1,325 1,619 281 $ 1,938 1,938 241 $ 1,715 1,815 115 778 723 4,228 3,799 1,111 247 37 9 1,404 207 $ 1,318 1,611 8.4% 8.4 3.75 64.9 64.9 1,318 26,074 8.0% 8.4 3.66 65.1 63.4 1,317 25,247 6.3% 7.7 3.60 68.1 61.2 1,315 25,340 8.4% 8.4 3.75 64.9 64.9 1,318 26,074 8.0% 8.4 3.66 65.1 63.4 1,317 25,247 6.3% 7.7 3.60 68.1 61.2 1,315 25,340 1 Revenue and expenses related to Target are reported on a gross basis in the Consolidated Statement of Income. Non-interest expenses include expenses related to the business and amounts due to Target Corporation under the credit card program agreement. 4 For explanations of items of note, see the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 5 Margin on average earning assets excludes the impact related to the 2 Includes all Federal Deposit Insurance Corporation (FDIC) covered loans and other TD Ameritrade IDA. acquired credit-impaired loans. 3 Results exclude the impact related to the equity in net income of the investment in TD Ameritrade. 6 In 2014, the Bank conformed to a standardized definition of full-time equivalent staff across all segments. The definition includes, among other things, hours for overtime and contractors as part of its calculations. Results for periods prior to 2014 have not been restated. REVIEW OF FINANCIAL PERFORMANCE U.S. Retail net income for the year on a reported basis was $2,110 million (US$1,938 million), which included net income of $1,805 million (US$1,657 million) from the U.S. Retail Bank and $305 million (US$281 million) from TD’s investment in TD Ameritrade. U.S. Retail earnings of US$1,938 million on a reported basis were up 13% compared with last year. U.S. Retail adjusted earnings of US$1,657 million increased 5% due to strong organic growth, excellent asset quality, and the full-year effect of acquisitions, partially offset by lower security gains and margin compression. The contribution from TD Ameritrade of US$281 million was up 17% compared with last year, primarily due to increased asset-based and transaction-based revenue, partially offset by higher operating expenses and lower investment gains. Canadian dollar earnings growth benefited from a strengthening of the U.S. dollar during the year. The reported annualized return on common equity for the year was 8.4%, compared to 8.0% last year. The adjusted annualized return on common equity for the year was 8.4%, flat compared to last year. Revenue for the year was US$7,563 million, an increase of US$390 million, or 5%, compared with last year, primarily due to increased loan and deposit volumes and the full-year impact of Target and Epoch, partially offset by lower gains on sales of securities and debt securities classified as loans. Average loan volumes increased US$10 billion, or 10%, compared with last year, with a 9% increase in personal loans and an 11% increase in business loans. Average deposit volumes increased US$13 billion, or 7%, compared with prior year driven by a 7% growth in personal deposits, 8% growth in busi- ness deposits, and 6% growth in TD Ameritrade deposits. Margin on average earning assets for the year was 3.75%, a 9 bps increase compared with last year as higher loan margins from the full-year impact of Target were partially offset by core margin compression and lower accretion. 32 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Wealth • Advice-based business – provides private banking services, investment advisory services, and trust services to retail and institutional clients across different portfolio sizes and levels of product complexity, to help clients protect, grow, and transition their wealth. The advice-based business is integrated with the U.S. personal and commercial banking businesses. In 2014, the business made significant progress with its growth strategy. • Asset Management – the U.S. asset management business is comprised of the U.S. arm of TDAM’s institutional investment business and Epoch Investment Partners Inc., acquired in 2013. Both asset management units work in close partnership with other TD businesses, including the advice-based business and retail banking, to align products and services to ensure a legendary client experience. In 2014, U.S. Retail grew its assets under management and increased profitability largely due to the acquisition of Epoch Investment Partners Inc. BUSINESS OUTLOOK AND FOCUS FOR 2015 For 2015, our assumption is for continued modest but variable economic growth and continued low interest rates with the potential for modest increases in the second half of the calendar year. We expect competition for loans and deposits to remain intense, credit to remain benign, and the regulatory environ- ment to be challenging as the complexity of the regulatory framework continues to evolve and obligations on banks to comply and adapt increase. Net interest margin is expected to be relatively stable as loan repricing continues and accretion benefits on acquired loans decline, but rate competition for new loans subsides. Provision for credit losses is expected to begin normalizing, as the high rate of recoveries in 2014 is not expected to recur and the loan portfolio continues to grow. Given these assumptions, we expect a challenging 2015 with modest growth in adjusted earnings. We will continue to focus on delivering legendary customer service and convenience across all distribution channels, making the necessary invest- ments to support future growth and regulatory compliance, while maintaining our focus on productivity initiatives. Our key priorities for 2015 are as follows: • Provide a legendary customer experience across all distribution channels. • Focus on organic growth opportunities across our businesses. • Deliver integrated service and advice in local markets, across businesses, and channels. • Invest in and grow our key businesses, continue to deepen customer relationships, and focus on emerging payment and loyalty innovations. • Further optimize the balance sheet to meet increasing capital requirements and position ourselves for growth opportunities. • Continue to invest in an efficient, effective, and robust infra- structure to adapt to industry and regulatory changes. • Maintain our focus on productivity to enhance the customer experience, employee satisfaction, and shareholder value. TD AMERITRADE HOLDING CORPORATION Refer to Note 12 of the Consolidated Financial Statements for further information on TD Ameritrade. PCL for the year was US$621 million, a decrease of US$143 million, or 19%, compared with last year primarily due to broad-based improvements in credit quality offset by volume-driven PCL growth. Personal banking PCL was US$630 million, a decrease of US$8 million, or 1%, compared with last year primarily due to lower provisions on auto loans, partially offset by the full-year inclusion of Target and other retail products. Business banking PCL was US$3 million, a decrease of US$152 million, or 98%, compared with last year reflecting improvements in credit quality and lower net charge offs. Annualized adjusted PCL as a percentage of credit volume for loans excluding debt securities classified as loans was 0.55%, a decrease of 20 bps, compared with last year. Net impaired loans, excluding acquired credit-impaired loans and debt securities classified as loans, were US$1.2 billion, a decrease of US$64 million, or 5%, compared with last year. Net impaired loans as a percentage of total loans were 1.1% as at October 31, 2014, compared with 1.3% at October 31, 2013. Net impaired debt securities classified as loans were US$919 million at October 31, 2014, compared with US$985 million at October 31, 2013. Reported non-interest expenses for the year were US$4,907 million, an increase of US$236 million, or 5%, compared with last year. On an adjusted basis, non-interest expenses were US$4,907 million, an increase of US$362 million, or 8%, compared with last year, primarily due to increased expenses related to the full-year impact of acquisitions, and investments to support business growth, partially offset by productivity improvements. The reported efficiency ratio for the year improved to 64.9%, compared with 65.1% last year, while the adjusted efficiency ratio for the year was 64.9%, compared with 63.4% last year. KEY PRODUCT GROUPS Personal Banking • Personal Deposits – offers a full suite of chequing and savings products to retail customers along the U.S. Eastern Seaboard. In 2014, U.S. Retail continued to build on its reputation as America’s Most Convenient Bank by opening 34 new stores and enhancing its digital and phone channel capabilities. Strong year-over-year growth in personal deposits was driven by maturing stores and a competi- tive product offering. Enhancements to digital banking capabilities resulted in record on-line account openings and double-digit growth in the number of active users of digital banking services. • Consumer Lending – offers a diverse range of financing products to suit the needs of retail customers along the U.S. Eastern Seaboard. In 2014, U.S. Retail continued to focus on growing profitable market share by deepening customer relationships and acquiring new customers through its stores and mortgage lending specialists, while maintaining good risk management. • Credit Cards Services – offers TD branded and private label credit cards for retail and small business customers. Through its agreement with Target Corporation, U.S. Retail provides co-branded Visa and private label credit cards to Target’s U.S. customers. In 2014, U.S. Retail saw robust new account growth fueled by its TD branded product offerings as well as its private label card programs. • Auto Finance – offers automotive financing and dealer commercial services through a network of auto dealers throughout the U.S. In 2014, U. S. Retail focused on improving effectiveness in the delivery of its services through a new priority dealer program and roll-out of new product initiatives. Business Banking • Commercial Banking – serves the needs of U.S. businesses and governments across a wide range of industries. In 2014, the busi- ness saw improved asset quality and strong increases in loan volume growth and significantly outperformed the industry. • Small Business Banking – offers a wide range of financial products and services to small businesses along the U.S. Eastern Seaboard. In 2014, the business continued to be among the top ranked small business lenders in its markets. 33 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISBUSINESS SEGMENT ANALYSIS Wholesale Banking Operating under the brand name TD Securities, Wholesale Banking provides a wide range of capital markets, investment banking, and corporate banking products and services to corporate, government, and institutional clients in key global financial centres. $813 NET INCOME (millions of Canadian dollars) $2,680 TOTAL REVENUE (millions of Canadian dollars) $61 CET1 RWA (billions of Canadian dollars) $1,000 800 600 400 200 0 $3,000 2,500 2,000 1,500 1,000 500 0 $70 60 50 40 30 20 10 0 12 13 14 12 13 14 12 13 14 T A B L E 2 0 REVENUE (millions of Canadian dollars) Investment banking and capital markets Corporate banking Equity investments Total 2014 $ 2,142 510 28 $ 2,680 2013 $ 1,857 479 74 $ 2,410 2012 $ 1,987 448 219 $ 2,654 34 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS HIGHLIGHTS • Achieved earnings of $813 million and a return on common equity of 17.5%. • Delivered strong core revenue growth. • Recorded a strong performance in M&A and underwriting. • Significant lead deals for the year include: – Nalcor Energy Muskrat Falls Project – One of the largest bond placements in Canadian history, at $5 billion – PrairieSky Royalty’s $1.7 billion initial public offering (IPO) – Largest Canadian IPO in 14 years – World Bank – Lead-managed U.S. Dollar Global transactions for the first time • Became the first bank in Canada to launch a Green Bond to finance environmental initiatives. • Maintained top-three dealer status in Canada (for the nine-month period ended September 30, 2014): – #1 in equity block trading – #1 in equity block option trading – #1 in government debt underwriting – #2 in corporate debt underwriting – #2 in syndications (on rolling twelve month basis) CHALLENGES IN 2014 • The sustained low interest rate environment and low volatility impacted client activities. • Geopolitical challenges contributed to investor uncertainty. • Regulatory changes had an impact on TD Securities’ INDUSTRY PROFILE The wholesale banking sector in Canada is a mature market with competition primarily coming from the Canadian banks, large global investment firms, and independent niche dealers. Favourable market conditions in 2014 contributed to an improved trading environment and strong investment banking volumes. Equity markets remained healthy with strong underwriting activity, particularly in the energy sector. However, a challenging macro environment, geopolitical uncer- tainty, regulatory reforms, and concerns over the timing of interest rate increases continued to have a negative impact on investor confi- dence and industry trading volumes. Wholesale banks have continued to shift their focus to client-driven trading revenue and fee income to reduce risk and preserve capital. Competition is expected to remain intense for transactions with high quality counterparties, as securities firms focus on prudent risk management. Longer term, wholesale businesses that have a diversified client-focused business model, offer a wide range of products and services, and exhibit effective cost management will be well positioned to achieve attractive returns for shareholders. OVERALL BUSINESS STRATEGY • Extend our client-centric franchise model through superior advice and execution. • Strengthen our position as a top investment dealer in Canada. • Support our North American franchise, and work with our business partners to enhance TD’s brand. • Maintain a prudent risk profile by focusing on high quality clients, business activities. counterparties, and products. • Adapt to rapid industry and regulatory changes. • Be an extraordinary and inclusive place to work by attracting, developing, and retaining top talent. T A B L E 2 1 WHOLESALE BANKING (millions of Canadian dollars, except as noted) Net interest income (TEB) Non-interest income Total revenue Provision for (recovery of) credit losses Non-interest expenses Net income Selected volumes and ratios Trading-related revenue Common Equity Tier 1 Capital risk-weighted assets (billions of dollars)1,2 Return on common equity Efficiency ratio Average number of full-time equivalent staff3 2014 2013 $ 2,210 470 2,680 11 1,589 $ 813 $ 1,982 428 2,410 26 1,542 $ 650 2012 $ 1,805 849 2,654 47 1,570 $ 880 $ 1,394 $ 1,273 61 17.5% 59.3 3,654 47 15.6% 64.0 3,536 $ 1,334 43 21.2% 59.2 3,553 1 Prior to 2014, amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. 2 Effective the third quarter of 2014, each capital ratio has its own RWA measure due to the OSFI prescribed scalar for inclusion of the CVA. Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are 57%, 65%, and 77%, respectively. 3 In 2014, the Bank conformed to a standardized definition of full-time equivalent staff across all segments. The definition includes, among other things, hours for overtime and contractors as part of its calculations. Results for periods prior to 2014 have not been restated. 35 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS REVIEW OF FINANCIAL PERFORMANCE Wholesale Banking net income for the year was $813 million, an increase of $163 million, or 25%, compared with last year. The increase in earnings was due to higher revenue and lower PCL, partially offset by higher non-interest expenses and a higher effective tax rate. The return on common equity for the year was 17.5%, compared with 15.6% last year. Revenue for the year was $2,680 million, an increase of $270 million, or 11%, compared with last year. Capital markets revenue increased mainly due to improved trading-related revenue, robust equity and debt underwriting, and stronger mergers and acquisitions (M&A) activity. Trading-related revenue increased primarily due to improved fixed income and equity trading that benefited from strong client activity. Advisory and underwriting fees increased largely driven by strong debt and equity markets, and our continued focus on origina- tions and client focused strategies. In the fourth quarter of 2014, the Bank implemented a funding valuation adjustment (FVA) in response to growing evidence that market implied funding costs and benefits are now considered in the pricing and fair valuation of uncollateralized derivatives. The implementation of FVA resulted in a pre-tax additional charge of $65 million recorded in the Wholesale segment. The Bank will continue to monitor industry practice, and may refine the methodology and the products to which FVA applies to as market practices evolve. See Note 5 to the Bank’s 2014 Consolidated Financial Statements for further information on FVA. PCL is comprised of specific provision for credit losses and accrual costs for credit protection. The change in market value of the credit protection, in excess of the accrual cost, is reported in the Corporate segment. PCL for the year was $11 million, a decrease of $15 million compared with last year, and consisted primarily of the accrual cost of credit protection. PCL in the prior year consisted primarily of the accrual cost of credit protection. Non-interest expenses for the year were $1,589 million, an increase of $47 million, or 3%, compared with last year. Non-interest expenses increased primarily due to higher variable compensation commensu- rate with revenue and the impact of foreign exchange translation, partially offset by lower operating expenses. CET1 risk-weighted assets were $61 billion as at October 31, 2014, an increase of $14 billion, or 30%, compared with October 31, 2013. The increase was primarily due to the inclusion of the Credit Valuation Adjustment (CVA) capital charge. KEY PRODUCT GROUPS Investment Banking and Capital Markets • Investment banking and capital markets – includes advisory, underwriting, trading, facilitation, and execution services. Revenue increased over last year, primarily due to higher trading-related revenue from improved capital markets activity and strong advisory and underwriting fees. Corporate Banking • Corporate banking – includes corporate lending, trade finance and cash management services. Revenue increased over last year driven by higher fee revenue and solid loan volumes. Equity Investments • Equity investment portfolio – consists primarily of private equity investments, which has been almost fully exited. Equity investment gains were lower than in the prior year. BUSINESS OUTLOOK AND FOCUS FOR 2015 Overall, we are encouraged by the improvement in capital markets and the global economy, which continues to show signs of recovery. However, a combination of regulatory reforms, uncertainty over the outlook for interest rates, and sustained geopolitical risks will continue to affect our business. While these headwinds will likely affect corporate and investor senti- ment in the medium term, we believe our diversified, integrated business model will continue to deliver solid results and grow our franchise. We remain focused on growing and deepening client relationships, being a valued counterparty, and managing our risks and productivity in 2015. Our key priorities for 2015 are as follows: • Further strengthen alignment with our enterprise partners and their clients. • Continue to grow organically by broadening and deepening client relationships. • Be a top ranked investment dealer in Canada by increasing our origination footprint and competitive advantage with Canadian clients. • Extend the goals of the Canadian franchise to the U.S. and expand our service offerings to our North American clients. • Continue to invest in an efficient, effective, and robust infrastructure to adapt to industry and regulatory changes. • Maintain our focus on productivity to enhance client experience, employee satisfaction, and shareholder value. 36 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISBUSINESS SEGMENT ANALYSIS Corporate Corporate segment provides centralized advice and counsel to key businesses and comprises the impact of treasury and balance sheet management, general provisions for credit losses, tax items at an enterprise level, the elimination of taxable equivalent and other intercompany adjustments, and residual unallocated revenue and expenses. T A B L E 2 2 CORPORATE (millions of Canadian dollars) Net income (loss) – reported Adjustments for items of note1 Amortization of intangibles Fair value of derivatives hedging the reclassified available-for-sale securities portfolio Impact of Alberta flood on the loan portfolio Gain on the sale of TD Waterhouse Institutional Services Restructuring charges Integration charges, direct transaction costs, and changes in fair value of contingent consideration relating to the Chrysler Financial acquisition Reduction of allowance for incurred but not identified credit losses2 Positive impact due to changes in statutory income tax rates Total adjustments for items of note Net income (loss) – adjusted Decomposition of items included in net income (loss) – adjusted Net corporate expenses Other Non-controlling interests Net income (loss) – adjusted 2014 $ (274) 246 (43) (19) (196) – – – – (12) $ (286) (727) 334 107 $ (286) 2013 $ (331) 232 (57) 19 – 90 – – – 284 (47) $ (516) 364 105 (47) $ 2012 $ (208) 238 89 – – – 17 (120) (18) 206 $ (2) (433) 327 104 (2) $ 1 For explanation of items of note, see the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2 Beginning in 2013, the change in the “reduction of allowance for incurred but not identified credit losses” in the normal course of business relating to Canadian Retail and Wholesale Banking is included in the Corporate segment adjusted net income and is no longer recorded as an item of note. The Corporate segment reported net loss for the year was $274 million, compared with a reported net loss of $331 million last year. The adjusted net loss for the year was $286 million, compared with an adjusted net loss of $47 million last year. The year-over-year change in the adjusted net loss was primarily attributable to an increase in net corporate expenses as a result of on-going investment in enterprise and regulatory projects and productivity initiatives. Other items were slightly unfavourable due to lower gains from treasury and other hedg- ing activities and the reduction of the allowance for incurred but not identified credit losses relating to the Canadian loan portfolio, largely offset by the gain on sale of TD Ameritrade shares and favourable impact of tax items. The enterprise Direct Channels and Distribution Strategy group is part of Corporate operations and is responsible for the digital, phone, and ATM channels, delivering a best-in-class experience across TD’s North American businesses. The vision of the group is to create an even more integrated, seamless, effortless, and legendary customer experience for TD Bank, America’s Most Convenient Bank, TD Canada Trust, and TD wealth and insurance businesses. Ensuring that the Bank stays abreast of emerging trends and devel- opments is vital to maintaining stakeholder confidence in the Bank and addressing the dynamic complexities and challenges from changing demands and expectations of our customers, shareholders, employees, governments, regulators, and the community at large. BUSINESS OUTLOOK AND FOCUS FOR 2015 We expect Corporate segment losses to increase next year as compared to 2014 due to higher expenses and a reduced level of favourable tax items. CORPORATE MANAGEMENT The Corporate segment’s mandate is to provide centralized advice and counsel to our key businesses and to those who serve our global customers directly. This includes support from a wide range of func- tional groups, as well as the design, development, and implementation of processes, systems, and technologies to ensure that the Bank’s key businesses operate efficiently, reliably, and in compliance with all applicable regulatory requirements. The corporate management function of the Bank includes audit, legal, anti-money laundering, compliance, corporate and public affairs, regulatory relationships and government affairs, economics, enterprise technology solutions, finance, treasury and balance sheet management, people strategies, marketing, Office of the Ombudsman, enterprise real estate management, risk management, global physical security, strategic sourcing, global strategy, enterprise project manage- ment, corporate environment initiatives, and corporate development. 37 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Canadian Retail $ 8,922 8,860 17,782 929 3,056 7,754 6,043 1,474 – 4,569 112 $ 4,681 U.S. Retail $ 5,173 2,149 7,322 779 – 4,768 1,775 269 246 1,752 100 $ 1,852 Wholesale Banking Corporate $ 1,982 428 2,410 26 – 1,542 842 192 – 650 – $ 650 $ (3) (252) (255) (103) – 1,005 (1,157) (800) 26 (331) 284 (47) $ Total $ 16,074 11,185 27,259 1,631 3,056 15,069 7,503 1,135 272 6,640 496 $ 7,136 NON-INTEREST EXPENSES Reported non-interest expenses for the year were $15,069 million, an increase of $1,053 million, or 8%, compared with last year. Adjusted non-interest expenses were $14,390 million, an increase of $1,210 million, or 9%, compared with last year. The increase in adjusted non-interest expenses was driven by increases in the U.S. Retail, Canadian Retail, and Corporate segments. U.S. Retail expenses increased primarily due to increased expenses related to Target, invest- ments in new stores, and other planned initiatives, partially offset by productivity gains. Canadian Retail expenses increased primarily due to higher employee-related costs including higher revenue-based variable expenses in the wealth business, investment in initiatives to grow the business, and volume growth, partially offset by productivity gains. Corporate segment expenses increased primarily due to higher pension and strategic initiative costs. INCOME TAX EXPENSE Reported total income and other taxes increased by $111 million, or 5%, from 2012. Income tax expense, on a reported basis, was up $50 million, or 5%, from 2012. Other taxes were up $61 million, or 6%, from 2012. Adjusted total income and other taxes were down $10 million from 2012. Total income tax expense, on an adjusted basis, was down $71 million, or 5%, from 2012. The Bank’s effective income tax rate on a reported basis was 15.1% for 2013, compared with 14.8% in 2012. The Bank reports its investment in TD Ameritrade using the equity method of accounting. TD Ameritrade’s tax expense of $168 million in the year, compared to $131 million in 2012, was not part of the Bank’s tax rate. 2013 FINANCIAL RESULTS OVERVIEW Summary of 2013 Performance T A B L E 2 3 REVIEW OF 2013 FINANCIAL PERFORMANCE (millions of Canadian dollars) Net interest income (loss) Non-interest income (loss) Total revenue Provision for (recovery of) credit losses Insurance claims and related expenses Non-interest expenses Net income (loss) before provision for income taxes Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income (loss) – reported Adjustments for items of note, net of income taxes Net income (loss) – adjusted NET INTEREST INCOME Net interest income for the year on a reported and adjusted basis was $16,074 million, an increase of $1,048 million, or 7%, on a reported basis, and an increase of $1,012 million, or 7%, on an adjusted basis. The increase in adjusted net interest income was driven primarily by increases in the U.S. Retail, Canadian Retail, and Wholesale Banking segments. U.S. Retail net interest income increased primarily due to the inclusion of revenue from Target and strong loan and deposit volume growth, partially offset by lower core margin and loan accretion. Canadian Retail net interest income increased primarily due to good loan and deposit volume growth and higher mortgage refinancing revenue, partially offset by lower margin. Wholesale Banking net interest income increased primarily due to higher trading-related net interest income. NON-INTEREST INCOME Non-interest income for the year on a reported basis was $11,185 million, an increase of $665 million, or 6%, compared with last year. Adjusted non-interest income for the year was $11,114 million, an increase of $499 million, or 5%, compared with last year. The increase in adjusted non-interest income was primarily driven by increases in the U.S. Retail and Canadian Retail segments, partially offset by declines in the Wholesale Banking and Corporate segments. U.S. Retail non-interest income increased primarily due to the inclusion of revenue from Target and Epoch, higher fee-based revenue, and higher gains on sales of securities and debt securities classified as loans. Canadian Retail non- interest income increased primarily due to wealth asset growth, higher volume-related fee growth, and strong direct investing trading volumes. Wholesale Banking non-interest income decreased primarily due to lower security gains in the investment portfolio and lower M&A and advisory fees. Corporate segment non-interest income decreased primarily due to lower gains from treasury and other hedging activities. 38 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Total liabilities were $811 billion as at October 31, 2013, an increase of $48 billion, or 6%, from October 31, 2012. The net increase was primarily due to a $54 billion increase in deposits, partially offset by a $7 billion decrease in financial liabilities at fair value. Financial liabilities at fair value decreased $7 billion largely due to a decrease in derivative liabilities, partially offset by an increase in trading deposits in Wholesale Banking. Deposits increased $54 billion primarily due to increases in personal non-term and business and government deposits in the U.S. Retail and Canadian Retail segments and bank deposits in Wholesale Banking, partially offset by a decrease in personal term deposits in the Canadian Retail segment. Equity was $51 billion as at October 31, 2013, an increase of $3 billion, or 7%, from October 31, 2012, primarily due to higher retained earnings. BALANCE SHEET Factors Affecting Assets and Liabilities Total assets were $862 billion as at October 31, 2013, an increase of $51 billion, or 6%, from October 31, 2012. The net increase was primarily due to a $36 billion increase in loans (net of allowance for loan losses), a $30 billion increase in held-to-maturity securities, and a $7 billion increase in interest-bearing deposits with banks, partially offset by a $23 billion decrease in financial assets at fair value. Interest-bearing deposits with banks increased $7 billion primarily due to an increase in Wholesale Banking driven by higher U.S. Federal Reserve deposits. Financial assets at fair value decreased $23 billion largely due to a reclassification from available-for-sale securities to held-to-maturity securities and a decrease in derivative assets in Wholesale Banking. Held-to-maturity securities increased $30 billion due to a reclassifi- cation from available-for-sale securities and an increase in securities in the U.S. Retail segment. Loans (net of allowance for loan losses) increased $36 billion primarily driven by increases in the U.S. Retail and Canadian Retail segments. The increase in the U.S. Retail segment was due to growth in credit card and business and government loans. Target added $6 billion to total loans. Canadian Retail segment loans increased primarily due to growth in residential mortgages and business and government loans. 2013 FINANCIAL RESULTS OVERVIEW 2013 Financial Performance by Business Line Canadian Retail reported net income for the year was $4,569 million, an increase of $106 million, or 2%, compared with last year. Adjusted net income for the year was $4,681 million, an increase of $114 million, or 2%, compared with last year. The increase in adjusted earnings was primarily due to loan and deposit volume growth, higher wealth assets, lower credit losses, and effective expense management, partially offset by lower earnings in the insurance business. The reported annualized return on common equity for the year was 42.3%, while the adjusted annualized return on common equity was 43.3%, compared with 41.3% and 42.3%, respectively, last year. Reported revenue for the year was $17,782 million, an increase of $789 million, or 5%, compared with last year. Adjusted revenue for the year was $17,782 million, an increase of $753 million, or 4%, compared with last year. Adjusted net interest income increased $280 million, or 3%, driven primarily by good loan and deposit volume growth, higher mortgage refinancing revenue, partially offset by lower margin on average earnings assets. Non-interest income increased $473 million, or 6%, largely driven by wealth asset growth, higher volume-related fee growth, strong direct investing trading volumes, equity market appreciation, and higher insurance revenue. Reported margin on average earning assets decreased 3 bps, while the adjusted margin on average earning assets decreased 4 bps primarily due to decline in deposit margins from the low interest rate environment. Personal banking lending volume growth slowed throughout the year impacted by lower growth in the housing market, moderation in household borrowing, and regulatory changes in the Canadian market which tightened mortgage eligibility criteria. Compared with last year, average real estate secured lending volume increased $8.9 billion, or 4%. Auto lending average volume increased $0.3 billion, or 2%, while all other personal lending average volumes were relatively flat. Business loans and acceptances average volume increased $5.2 billion, or 13%, with market share gains. Average personal deposit volumes increased $6.3 billion, or 4%, due to strong growth in core chequing and savings accounts, partially offset by lower term deposit volume. Average business deposit volumes increased $5.2 billion, or 8%. Assets under administration increased $35 billion, or 14%, while assets under management increased $8 billion, or 4%, compared with last year, mainly driven by growth in new client assets for the period and market appreciation. PCL for the year was $929 million, a decrease of $222 million, or 19%, compared with last year. Personal banking PCL was $882 million for the year, a decrease of $206 million, or 19%, compared with last year due primarily to better credit performance, enhanced collection strategies, and lower bankruptcies. Business banking PCL was $47 million, a decrease of $16 million, due to higher recoveries. Annualized PCL as a percentage of credit volume was 0.30%, a decrease of 9 bps, compared with last year. Net impaired loans were $882 million, a decrease of $118 million, or 12%, compared with last year. Insurance claims and related expenses for the year were $3,056 million, an increase of $632 million, or 26%, compared with last year, primarily due to unfavourable prior years’ claims develop- ment related to the Ontario auto insurance market, and higher claims associated with volume growth and weather-related events. Reported non-interest expenses for the year were $7,754 million, an increase of $269 million, or 4%, compared with last year. Adjusted non-interest expenses for the year were $7,602 million, an increase of $221 million, or 3%, compared with last year. The increase was driven by higher employee related costs including higher revenue-based variable expenses in the wealth business, investment in initiatives to grow the business, and volume growth, partially offset by initiatives to increase productivity. The average full-time equivalent (FTE) staffing levels decreased by 2,436, or 6%, compared with last year, primarily due to transfer of FTEs to the corporate segment. The reported efficiency ratio worsened to 43.6%, while the adjusted efficiency ratio worsened to 42.7%, compared with 44.0% and 43.3%, respectively, in the same period last year. 39 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISU.S. Retail reported net income, in Canadian dollar terms, for the year was $1,752 million, an increase of $427 million, or 32%, compared with last year. The increase in reported net income was primarily due to strong loan and deposit growth, the Target and Epoch acquisitions, gains on sales of securities and debt securities classified as loans and lower litigation charges, partially offset by higher expenses to support growth and lower margins. TD Ameritrade contributed $246 million in net income, an increase of 18%, driven by higher transaction-based and asset-based revenue. Adjusted net income was US$1,815 million, an increase of US$204 million, or 13%. The increase in adjusted earnings was primarily due to strong loan and deposit volume and higher fee-based revenue, and increased gains on sales of securities and debt securities classified as loans, partially offset by higher expenses to support growth and lower margins. U.S. Retail revenue is derived from personal banking, business banking, investments, auto lending, credit cards, and wealth manage- ment. Revenue for the year was US$7,173 million, an increase of US$965 million, or 16%, compared with last year driven by the inclu- sion of revenue from Target, increased loan and deposit volume, higher fee-based revenue, and gains on sales of securities and debt securities classified as loans, partially offset by lower margins and loan accretion. Excluding Target, average loans increased by US$11 billion, or 13%, compared with last year with an increase of US$7 billion, or 19%, in average personal loans and an increase of US$4 billion, or 8%, in average business loans. In the current year, US$6 billion in credit cards outstanding were added due to Target. Average deposits increased US$17 billion, or 10%, compared with prior year, including a US$9 billion increase in average deposits of TD Ameritrade. Margin on average earning assets for the year was 3.66%, a 6 bps increase compared with last year primarily due to the impact of Target, partially offset by core margin compression. Reported PCL for the year was US$764 million, a decrease of US$14 million, or 2%, compared with last year. Adjusted PCL for the year was US$764 million, an increase of US$41 million, or 6%, compared with last year. Personal banking PCL was US$638 million, an increase of US$247 million, or 63%, from the prior year due primarily to Target and increased provisions in auto loans. Business banking PCL was US$155 million, a decrease of US$165 million, or 52%, compared with prior year reflecting improved credit quality in commercial loans. PCL as a percentage of credit volume for loans excluding debt securities classified as loans was 0.75%, a decrease of 3 bps, compared with last year. Net impaired loans, excluding acquired credit-impaired loans and debt securities classified as loans, as a percentage of total loans were 1.3% as at October 31, 2013, compared with 1.2% as at October 31, 2012. Net impaired debt securities classified as loans were US$0.9 billion as at October 31, 2013, compared with US$1.3 billion as at October 31, 2012. Reported non-interest expenses for the year were US$4,671 million, an increase of US$443 million, or 10%, compared with last year. On an adjusted basis, non-interest expenses were US$4,545 million, an increase of US$746 million, or 20%, compared with last year due primarily to increased expenses related to Target, investments in new stores and other planned initiatives, partially offset by productivity gains. The average FTE staffing levels for the year decreased by 93, flat compared with last year. The reported efficiency ratio for the year improved to 65.1%, compared with 68.1% last year, while the adjusted efficiency ratio for the year worsened to 63.4%, compared with 61.2% last year primarily driven by strong organic growth. Wholesale Banking net income for the year was $650 million, a decrease of $230 million, or 26%, compared with last year. The decrease in earnings was due to lower revenue and a higher effective tax rate, partially offset by lower non-interest expenses. The return on common equity for the year was 15.6%, compared with 21.2% last year. Revenue for the year was $2,410 million, a decrease of $244 million, or 9%, compared with last year. Revenue declined primarily due to significantly lower security gains in the investment portfolio, lower trading-related revenue and M&A and advisory fees. This was partially offset by higher debt underwriting and loan fees. Trading-related revenue was lower as the prior year included trading gains that were previously considered impaired and M&A fees decreased on lower industry wide volumes. This was partially offset by increased debt underwriting fees on improved client activity while capturing a higher market share. Loan fees improved due to higher credit originations and volume growth. PCL comprises specific provision for credit losses and accrual costs for credit protection. The change in market value of the credit protection, in excess of the accrual cost, is reported in the Corporate segment. PCL for the year was $26 million, a decrease of $21 million, or 45%, compared with last year. The decrease in PCL was primarily due to a loss on a single name in the corporate lending portfolio in the prior year. PCL in the current year primarily comprised the accrual cost of credit protection. Non-interest expenses for the year were $1,542 million, a decrease of $28 million, or 2%, compared with last year primarily due to lower variable compensation commensurate with revenue. Risk-weighted assets were $47 billion as at October 31, 2013, an increase of $4 billion, or 9%, compared with October 31, 2012. The increase was due to the implementation of the Basel III regulatory framework. The average FTE staffing levels decreased by 17 compared with last year. Corporate segment reported net loss for the year was $331 million, compared with a reported net loss of $208 million last year. The adjusted net loss for the year was $47 million, compared with an adjusted net loss of $2 million last year. The year-over-year change in the adjusted net loss was primarily attributable to the increase in net corporate expenses, lower gains from treasury and other hedging activities, partially offset by the favourable impact of tax items and the reduction of the allowance for incurred but not identified credit losses relating to the Canadian loan portfolio. 40 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISGROUP FINANCIAL CONDITION Balance Sheet Review AT A GLANCE OVERVIEW • Total assets were $945 billion as at October 31, 2014, an increase of $83 billion, or 10%, compared with October 31, 2013. T A B L E 2 4 SELECTED CONSOLIDATED BALANCE SHEET ITEMS (millions of Canadian dollars) Assets Interest-bearing deposits with banks Available-for-sale securities Held-to-maturity securities Loans (net of allowance for loan losses) Liabilities Trading deposits Deposits As at October 31 October 31 2013 2014 $ 43,773 $ 28,583 79,544 29,961 478,909 444,922 63,008 56,977 59,334 50,967 600,716 541,605 FACTORS AFFECTING ASSETS AND LIABILITIES Total assets were $945 billion as at October 31, 2014, an increase of $83 billion, or 10%, from October 31, 2013. The impact of foreign currency translation added $19 billion, or 2%, to growth in total assets. The net increase was primarily due to a $34 billion increase in loans (net of allowance for loan losses), a $15 billion increase in interest-bearing deposits with banks, an $11 billion increase in securi- ties purchased under reverse repurchase agreements, and a $5 billion increase in held-to-maturity securities (net of reclassification of $22 billion from available-for-sale securities). Interest-bearing deposits with banks increased $15 billion primarily driven by higher U.S. Federal Reserve deposits. Held-to-maturity securities increased $5 billion (net of reclassification of $22 billion from available-for-sale securities) primarily due to net purchases of securities in the U.S. Retail segment. Securities purchased under reverse repurchase agreements increased $11 billion primarily due to an increase in trade volumes in Wholesale Banking. Loans (net of allowance for loan losses) increased $34 billion primarily driven by increases in the Canadian and U.S. Retail segments. The increase in the Canadian Retail segment was primarily due to growth in residential mortgages and business and government loans. The acquisition of Aeroplan added $3 billion to the credit card loan portfolio. The increase in the U.S. Retail segment was primarily due to growth in business and government loans and the impact of foreign currency translation. Total liabilities were $889 billion as at October 31, 2014, an increase of $78 billion, or 10%, from October 31, 2013. The impact of foreign currency translation added $19 billion, or 2%, to growth in total liabilities. The net increase was primarily due to a $59 billion increase in deposits, an $11 billion increase in obligations related to securities sold under repurchase agreements, and an $8 billion increase in trad- ing deposits, partially offset by an $11 billion decrease in securitization liabilities at fair value. Trading deposits increased $8 billion primarily due to issuances of certificates of deposits in Wholesale Banking. Deposits increased $59 billion primarily due to an increase in personal non-term and business and government deposits in the Canadian Retail and U.S. Retail segments and the impact of foreign currency translation, partially offset by a decrease in personal term deposits in the Canadian Retail segment. Obligations related to securities sold under repurchase agreements increased $11 billion primarily due to an increase in trade volumes in Wholesale Banking. Securitization liabilities at fair value decreased $11 billion primarily due to maturities. Equity was $56 billion as at October 31, 2014, an increase of $5 billion, or 9%, from October 31, 2013. The increase was primarily due to higher retained earnings and an increase in accumulated other comprehensive income driven by higher cumulative translation adjustment gains as a result of foreign currency translation, partially offset by redemption of preferred shares. GROUP FINANCIAL CONDITION Credit Portfolio Quality AT A GLANCE OVERVIEW • Loans and acceptances net of allowance for loan losses was $492 billion, an increase of $41 billion compared with last year. • Impaired loans net of counterparty-specific and individually insignificant allowances was $2,244 million, an increase of $1 million compared with last year. • Provision for credit losses was $1,557 million, compared with $1,631 million in the prior year. • Total allowance for loan losses increased by $173 million to $3,028 million in 2014. LOAN PORTFOLIO Overall in 2014, the Bank’s credit quality remained stable despite uncertain economic conditions. During 2014, the Bank increased its credit portfolio by $41 billion, or 9%, from the prior year, largely due to volume growth in the Canadian and U.S. Retail segments. While the majority of the credit risk exposure is related to loans and acceptances, the Bank also engaged in activities that have off-balance sheet credit risk. These include credit instruments and derivative financial instruments, as explained in Note 33 to the Consolidated Financial Statements. 41 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS CONCENTRATION OF CREDIT RISK The Bank’s loan portfolio continued to be dominated by Canadian and U.S. residential mortgages, consumer instalment and other personal loans, and credit cards, representing 70% of total loans net of counterparty-specific and individually insignificant allowances, down from 72% in 2013. During the year, these portfolios increased by $21 billion, or 6%, and totalled $347 billion at year end. Residential mortgages represented 40% of the portfolio in 2014, down from 41% in 2013. Consumer instalment and other personal loans, and credit cards were 30% of total loans net of counterparty-specific and individ- ually insignificant allowances in 2014, down from 31% in 2013. The Bank’s business and government credit exposure was 29% of total loans net of counterparty-specific and individually insignificant allowances, up from 27% in 2013. The largest business and govern- ment sector concentrations in Canada were the real estate and financial sectors, which comprised 5% and 2%, respectively. Real estate was the leading U.S. sector of concentration and represented 4% of net loans, up marginally from 2013. Geographically, the credit portfolio remained concentrated in Canada. In 2014, the percentage of loans held in Canada was 72%, down from 74% in 2013. The largest Canadian exposure was in Ontario, which represented 41% of total loans net of counterparty- specific and individually insignificant allowance for loan losses for 2014, down from 42% in 2013. The balance of the credit portfolio was predominantly in the U.S., which represented 27% of the portfolio, up from 24% in 2013 primarily due to volume growth in residential mortgages, consumer indirect auto, business and government loans. Exposures to debt securities classified as loans, acquired credit-impaired loans, and other geographic regions were limited. The largest U.S. exposures by state were in New England and New Jersey which represented 7% and 5% of total loans net of counterparty-specific and individually insignificant allowances, respectively, compared with 7% and 4%, respectively, in 2013. T A B L E 2 5 LOANS AND ACCEPTANCES, NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES BY INDUSTRY SECTOR1 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Counterparty- specific and individually insignificant allowances Gross loans Net loans Net loans Net loans Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Power and utilities Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government Total Canada $ 175,125 $ 13 $ 175,112 $ 164,375 $ 154,233 35.4% 36.3% 36.9% 59,568 16,475 16,116 17,927 285,211 14,604 9,768 24,372 4,587 3,288 7,616 1,642 379 4,494 4,300 1,894 1,147 2,695 1,594 3,497 2,212 1,821 946 1,072 4,258 71,814 $ 357,025 19 22 43 105 202 12 2 14 1 – – 1 – 2 2 6 1 5 – 26 11 10 1 2 – 82 $ 284 59,549 16,453 16,073 17,822 285,009 14,592 9,766 24,358 4,586 3,288 7,616 1,641 379 61,561 14,641 15,141 15,173 270,891 13,673 8,151 21,824 3,914 2,325 8,811 1,248 423 64,732 13,942 14,525 14,165 261,597 12,462 7,250 19,712 3,237 1,444 6,416 1,073 378 4,492 4,298 4,469 3,685 4,784 3,327 1,888 1,146 2,690 1,594 3,471 2,201 1,811 945 1,070 4,258 71,732 $ 356,741 1,594 866 2,187 1,506 2,669 2,118 1,816 1,028 770 2,938 64,191 $ 335,082 1,489 770 2,235 1,184 2,403 1,959 1,644 1,004 715 1,934 55,708 $ 317,305 12.0 3.3 3.3 3.6 57.6 3.0 2.0 5.0 0.9 0.7 1.5 0.3 0.1 0.9 0.9 13.6 3.2 3.3 3.3 59.7 3.0 1.8 4.8 0.9 0.5 1.9 0.3 0.1 1.0 0.8 15.5 3.3 3.5 3.4 62.6 3.0 1.7 4.7 0.8 0.3 1.5 0.3 0.1 1.1 0.8 0.4 0.2 0.5 0.3 0.7 0.5 0.4 0.2 0.2 0.9 14.6 72.2% 0.4 0.2 0.5 0.3 0.6 0.5 0.4 0.2 0.2 0.6 14.2 73.9% 0.4 0.2 0.5 0.3 0.5 0.5 0.4 0.2 0.2 0.5 13.3 75.9% 1 Primarily based on the geographic location of the customer’s address. 42 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 2 5 LOANS AND ACCEPTANCES, NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES BY INDUSTRY SECTOR (continued) 1 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Counterparty- specific and individually insignificant allowances Gross loans Net loans Net loans Net loans $ 23,335 $ 9 $ 23,326 $ 20,937 $ 17,349 4.7% 4.6% 4.2% United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Power and utilities Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government Total United States International Personal Business and government Total international Total excluding other loans Other loans Debt securities classified as loans Acquired credit-impaired loans 2 Total other loans Total Incurred but not identified allowance Personal, business and government Debt securities classified as loans Total incurred but not identified allowance Total, net of allowance 11,665 18,782 615 7,637 62,034 4,294 14,037 18,331 363 2,530 3,344 2,086 470 6,423 7,376 1,306 1,076 940 1,269 6,412 3,159 4,269 1,987 7,166 910 69,417 131,451 9 2,124 2,133 490,609 2,695 1,713 4,408 $ 495,017 19 5 2 94 129 6 14 20 – 1 2 1 1 1 5 6 1 – – 9 9 12 2 2 2 74 203 – – – 487 213 97 310 $ 797 Percentage change over previous year – loans and acceptances, net of counterparty-specific and individually insignificant allowances Percentage change over previous year – loans and acceptances, net of allowance 1 Primarily based on the geographic location of the customer’s address. 2 Includes all FDIC covered loans and other acquired credit-impaired loans. 2.4 3.8 0.1 1.5 12.5 0.9 2.8 3.7 0.1 0.5 0.7 0.4 0.2 1.2 1.5 0.3 0.2 0.2 0.3 1.2 0.6 0.9 0.4 1.3 0.3 14.0 26.5 – 0.5 0.5 99.2 2.3 3.6 0.2 1.5 12.2 0.8 2.7 3.5 0.1 0.4 0.4 0.4 0.1 0.9 1.3 0.3 0.2 0.1 0.3 1.1 0.6 0.8 0.4 1.0 0.2 12.1 24.3 – 0.5 0.5 98.7 2.4 3.2 0.1 0.3 10.2 0.7 2.6 3.3 0.1 0.4 0.5 0.3 0.1 0.8 1.2 0.3 0.2 0.2 0.3 1.0 0.5 0.7 0.3 0.8 0.3 11.3 21.5 – 0.6 0.6 98.0 0.5 0.3 0.8 100.0% 0.8 0.5 1.3 100.0% 1.1 0.9 2.0 100.0% 11,646 18,777 613 7,543 61,905 4,288 14,023 18,311 363 2,529 3,342 2,085 469 6,422 7,371 1,300 1,075 940 1,269 6,403 3,150 4,257 1,985 7,164 908 69,343 131,248 9 2,124 2,133 490,122 2,482 1,616 4,098 $ 494,220 2,172 59 2,231 $ 491,989 10,591 16,319 532 6,887 55,266 3,458 12,064 15,522 289 1,848 2,005 1,653 530 4,463 5,773 1,214 1,055 521 1,155 5,339 2,567 3,714 1,656 4,882 714 54,900 110,166 10 2,240 2,250 447,498 3,571 2,368 5,939 $ 453,437 2,018 98 2,116 $ 451,321 10,101 13,463 489 1,085 42,487 2,997 10,797 13,794 275 1,538 1,953 1,321 410 3,276 4,941 1,086 999 829 1,116 4,379 2,294 3,055 1,175 3,559 1,080 47,080 89,567 11 2,653 2,664 409,536 4,809 3,669 8,478 $ 418,014 1,788 155 1,943 $ 416,071 9.0% 8.5% 8.1% 9.0 8.5 8.1 43 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 2 6 LOANS AND ACCEPTANCES, NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES BY GEOGRAPHY1 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Canada Atlantic provinces British Columbia2 Ontario2 Prairies2 Quebec Total Canada United States Carolinas (North and South) Florida New England3 New Jersey New York Pennsylvania Other Total United States International Europe Other Total international Total excluding other loans Other loans Total Counterparty- specific and individually insignificant allowances Gross loans $ 10,361 42,358 202,910 64,188 37,208 357,025 6,555 9,019 32,437 24,596 24,485 8,730 25,629 131,451 369 1,764 2,133 490,609 4,408 $ 495,017 $ 7 20 221 21 15 284 13 14 64 45 30 18 19 203 – – – 487 310 $ 797 Incurred but not identified allowance Total, net of allowance Percentage change over previous year – loans and acceptances, net of counterparty-specific and individually insignificant allowances for loan losses Canada United States International Other loans Total Net loans Net loans Net loans $ 10,354 42,338 202,689 64,167 37,193 356,741 6,542 9,005 32,373 24,551 24,455 8,712 25,610 131,248 369 1,764 2,133 490,122 4,098 $ 494,220 2,231 $ 491,989 $ 9,695 48,871 188,366 60,370 27,780 335,082 5,314 6,802 29,477 20,253 20,761 8,207 19,352 110,166 752 1,498 2,250 447,498 5,939 $ 453,437 2,116 $ 451,321 $ 9,179 47,564 177,947 56,453 26,162 317,305 3,259 4,567 25,891 15,026 15,646 6,740 18,438 89,567 1,239 1,425 2,664 409,536 8,478 $ 418,014 1,943 $ 416,071 2014 6.5% 19.1 (5.2) (31.0) 9.0% 2013 5.6% 23.0 (15.5) (29.9) 8.5% 2012 7.1% 19.6 (24.6) (28.3) 8.1% 2.1% 8.6 41.0 13.0 7.5 72.2 1.3 1.8 6.5 5.0 4.9 1.8 5.2 26.5 0.1 0.4 0.5 99.2 0.8 100.0% 2.1% 2.2% 10.9 41.5 13.3 6.1 73.9 1.2 1.5 6.5 4.4 4.6 1.8 4.3 24.3 11.4 42.6 13.5 6.2 75.9 0.8 1.1 6.2 3.6 3.8 1.6 4.4 21.5 0.2 0.3 0.5 98.7 1.3 100.0% 0.3 0.3 0.6 98.0 2.0 100.0% 1 Primarily based on the geographic location of the customer’s address. 2 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and Northwest Territories is included in the Prairies region. 3 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. Loans authorized and amounts outstanding to Canadian and U.S. small and mid-sized business customers are provided in the following table. T A B L E 2 7 LOANS TO SMALL AND MID-SIZED BUSINESS CUSTOMERS (millions of Canadian dollars) Loan amount (dollars) $0 – $24,999 $25,000 – $49,999 $50,000 – $99,999 $100,000 – $249,999 $250,000 – $499,999 $500,000 – $999,999 $1,000,000 – $4,999,999 Total1 2014 $ 978 1,026 2,010 5,668 7,637 10,287 34,737 $ 62,343 Loans authorized Amount outstanding 2013 $ 956 990 1,952 5,537 7,167 9,355 31,212 $ 57,169 2012 $ 995 1,104 2,129 5,723 7,145 8,810 28,138 $ 54,044 2014 $ 362 523 1,089 3,687 5,521 7,024 21,607 $ 39,813 2013 $ 365 493 1,035 3,596 5,109 6,377 19,434 $ 36,409 2012 $ 387 539 1,140 3,738 5,070 5,982 17,409 $ 34,265 1 Personal loans used for business purposes are not included in these totals. 44 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Real Estate Secured Lending Retail real estate secured lending includes mortgages and lines of credit to North American consumers to satisfy financing needs ranging from home purchases to refinancing. Credit policies in Canada and strategies are aligned with the Bank’s risk appetite and meet all regula- tory requirements. 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. Credit policies in Canada ensure 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 borrower default. The Bank also purchases default insurance on lower loan-to-value ratio loans. The insurance is provided by either government-backed entities or other approved private mortgage insurers. 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 exam- ined during the exercise to determine whether specific vulnerabilities exist. Based on the Bank’s most recent reviews, potential losses on all real estate secured lending exposures are considered manageable. T A B L E 2 8 REAL ESTATE SECURED LENDING1,2 (millions of Canadian dollars, except as noted) Residential mortgages Insured3 Uninsured Home equity lines of credit Insured3 Uninsured As at Total Insured3 Uninsured October 31, 2014 Canada Atlantic provinces British Columbia4 Ontario4 Prairies4 Quebec Total Canada United States Total Canada Atlantic provinces British Columbia4 Ontario4 Prairies4 Quebec Total Canada United States Total $ 4,110 20,660 56,967 27,658 12,442 2.3% $ 1,398 11,408 26,371 9,067 5,044 11.8 32.5 15.8 7.1 0.8% $ 6.5 15.1 5.2 2.9 649 3,720 12,226 5,267 2,035 1.1% $ 6.2 20.6 8.8 3.4 822 7,278 18,394 6,873 2,304 1.4% $ 12.2 30.9 11.5 3.9 4,759 24,380 69,193 32,925 14,477 2.0% $ 10.4 29.5 14.0 6.2 2,220 18,686 44,765 15,940 7,348 0.9% 8.0 19.1 6.8 3.1 121,837 69.5 53,288 30.5 23,897 40.1 35,671 59.9 145,734 62.1 88,959 37.9 753 $ 122,590 23,034 $ 76,322 9 $ 23,906 11,791 $ 47,462 762 $ 146,496 34,825 $ 123,784 $ 4,077 21,166 57,942 26,645 12,066 2.5% $ 1,076 9,896 20,940 6,628 3,953 12.9 35.3 16.2 7.3 0.7% $ 6.0 12.7 4.0 2.4 698 4,209 13,697 5,821 2,300 1.1% $ 6.8 22.2 9.5 3.7 774 7,454 17,635 6,768 2,225 12.1 28.7 11.0 3.6 4,775 25,375 71,639 32,466 14,366 1.3% $ October 31, 2013 2.1% $ 11.2 31.7 14.4 6.4 1,850 17,350 38,575 13,396 6,178 0.8% 7.7 17.1 5.9 2.7 121,896 74.2 42,493 25.8 26,725 43.3 34,856 56.7 148,621 65.8 77,349 34.2 603 $ 122,499 20,828 $ 63,321 9 $ 26,734 10,757 $ 45,613 612 31,585 $ 149,233 $ 108,934 1 Geographic location based on the address of the property mortgaged. 2 Excludes loans classified as trading as the Bank intends to sell the loans immedi- ately or in the near term, and loans designated at fair value through profit or loss for which no allowance is recorded. 3 Default insurance is contractual coverage for the life of eligible facilities whereby the Bank’s exposure to real estate secured lending, all or in part, is protected against potential losses caused by borrower default. It is provided by either govern- ment-backed entities or other approved private mortgage insurers. 4 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and Northwest Territories is included in the Prairies region. The following table provides a summary of the Bank’s residential mortgages by remaining amortization period. All figures are calculated based on current customer payment behaviour in order to properly reflect the propensity to prepay by borrowers. The current customer payment basis accounts for any accelerated payments made to date and projects remaining amortization based on existing balance outstanding and current payment terms. T A B L E 2 9 RESIDENTIAL MORTGAGES BY REMAINING AMORTIZATION1,2 Canada United States Total Canada United States Total <5 years 5– <10 years 10– <15 years 15– <20 years 20– <25 years 25– <30 years 30– <35 years >=35 years As at Total 11.9% 2.3 10.7% 4.3% 1.9 4.0% 7.7% 18.8 9.0% 11.7% 2.9 10.6% 27.9% 10.4 25.9% 27.6% 63.0 31.8% 8.9% 0.6 7.9% –% 100.0% 100.0 0.1 0.1% 100.0% October 31, 2014 10.8% 2.6 9.9% 4.3% 1.3 4.0% 8.2% 21.6 9.8% 11.7% 2.0 10.6% 24.6% 8.3 22.6% 26.0% 63.1 30.2% 14.3% 1.1 12.8% 0.1% 100.0% – 100.0 0.1% 100.0% October 31, 2013 1 Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans designated at fair value through profit or loss for which no allowance is recorded. 2 Percentage based on outstanding balance. 45 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 0 UNINSURED AVERAGE LOAN-TO-VALUE: NEWLY ORIGINATED AND NEWLY ACQUIRED1,2,3 Canada Atlantic provinces British Columbia5 Ontario5 Prairies5 Quebec Total Canada United States Total Canada Atlantic provinces British Columbia5 Ontario5 Prairies5 Quebec Total Canada United States Total Residential Home equity lines of credit4 mortgages Total October 31, 2014 73% 68 69 72 71 70 70 70% 72% 67 68 71 71 69 67 69% 62% 59 61 63 62 61 65 62% 71% 65 67 70 70 68 68 68% October 31, 2013 62% 58 61 63 63 61 66 62% 70% 65 66 69 70 67 67 67% 1 Geographic location based on the address of the property mortgaged. 2 Excludes loans classified as trading as the Bank intends to sell the loans immedi- ately or in the near term, and loans designated at fair value through profit or loss for which no allowance is recorded. 3 Based on house price at origination. 4 Home equity lines of credit loan-to-value includes first position collateral mortgage if applicable. 5 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and Northwest Territories is included in the Prairies region. IMPAIRED LOANS A loan is considered impaired when there is objective evidence that there has been a 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. Excluding debt securities clas- sified as loans, Federal Deposit Insurance Corporation (FDIC) covered loans, and other acquired credit-impaired loans, gross impaired loans increased $39 million, or 1% compared to 2013. Gross impaired loan formations increased year over year by $67 million. In Canada, net impaired loans decreased by $82 million, or 9% in 2014 due to continued credit quality improvement in the retail bank- ing portfolios. Residential mortgages, consumer instalment and other personal loans, and credit cards, contributed impaired loans net of counterparty-specific and individually insignificant allowances of $779 million, a decrease of $36 million, or 4%, compared to 2013. Business and government loans generated $54 million in net impaired loans, a decrease of $46 million, or 46%, compared to 2013. Business and government impaired loans were distributed across industry sectors. In the U.S., net impaired loans increased by $83 million, or 6% in 2014. Residential mortgages, consumer instalment and other personal loans, and credit cards, contributed net impaired loans of $789 million, an increase of $160 million, or 25%, compared to 2013, due primarily to volume growth in real estate secured lending, indirect auto and Target. Business and government loans contributed $622 million in net impaired loans, a decrease of $77 million, or 11%, compared to 2013. Business and government impaired loans were concentrated in the real estate sector, as real estate is the largest sector of U.S. business loans. Geographically, 37% of total impaired loans net of counterparty- specific and individually insignificant allowances were contributed by Canada and 63% by the U.S. Net impaired loans in Canada were concentrated in Ontario, which represented 16% of total net impaired loans, down from 18% in 2013. U.S. net impaired loans were concen- trated in New England and New Jersey, representing 19% and 15%, respectively, of net impaired loans, compared with 19% and 13%, respectively, in 2013. T A B L E 3 1 CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES1 (millions of Canadian dollars) Personal, business and government loans2,3 Impaired loans at beginning of period Classified as impaired during the period Transferred to not impaired during the period Net repayments Disposals of loans Amounts written-off Recoveries of loans and advances previously written-off Foreign exchange and other movements Impaired loans at end of year 2014 2013 2012 $ 2,692 4,613 (1,352) (1,157) (7) (2,178) – 120 $ 2,731 $ 2,518 4,546 (1,431) (1,080) (5) (1,914) – 58 $ 2,692 $ 2,493 4,312 (1,255) (1,034) (28) (1,969) – (1) $ 2,518 1 Certain comparative amounts have been restated to conform with the presentation 3 Excludes debt securities classified as loans. For additional information refer to adopted in the current year. 2 Excludes FDIC covered loans and other acquired credit-impaired loans. For additional information refer to the “Exposure to Acquired Credit-Impaired Loans” discussion and table in this section of the document and Note 8 to the Consolidated Financial Statements. the “Exposure to Non-Agency Collateralized Mortgage Obligations” section of this document and Note 8 to the Consolidated Financial Statements. 46 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 2 IMPAIRED LOANS NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES BY INDUSTRY SECTOR1,2,3 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Counterparty- specific and individually insignificant allowances Gross impaired loans Net impaired loans Net impaired loans Net impaired loans Canada Residential mortgages4 Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Power and utilities Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government Total Canada $ 440 268 39 63 171 981 22 6 28 6 1 1 1 2 5 7 7 2 6 – 30 18 12 2 3 5 136 $ 1,117 $ 13 19 22 43 105 202 12 2 14 1 – – 1 – 2 2 6 1 5 – 26 11 10 1 2 – 82 $ 284 $ 427 249 17 20 66 779 10 4 14 5 1 1 – 2 3 5 1 1 1 – 4 7 2 1 1 5 54 $ 833 $ 434 $ 465 19.0% 19.3% 22.1% 301 16 21 43 815 13 5 18 5 – 1 3 1 4 2 6 9 20 – 3 18 7 – 1 2 100 $ 915 306 14 30 95 910 15 1 16 4 2 21 2 4 2 17 6 1 1 – 4 22 8 19 – 3 132 $ 1,042 11.1 0.8 0.9 2.9 34.7 0.4 0.2 0.6 0.3 – – – 0.1 0.1 0.3 – – – – 0.2 0.4 0.1 – – 0.3 2.4 13.4 0.7 0.9 2.0 36.3 0.6 0.2 0.8 0.2 – 0.1 0.1 0.1 0.2 0.1 0.2 0.4 0.9 – 0.1 0.8 0.3 – 0.1 0.1 4.5 37.1% 40.8% 14.6 0.7 1.4 4.5 43.3 0.7 0.1 0.8 0.2 0.1 1.0 0.1 0.2 0.1 0.8 0.3 0.1 0.1 – 0.2 1.0 0.3 0.9 – 0.1 6.3 49.6% 1 Primarily based on the geographic location of the customer’s address. 2 Excludes FDIC covered loans and other acquired credit-impaired loans. For additional information refer to the “Exposure to Acquired Credit-Impaired Loans” discussion and table in this section of the document and Note 8 to the 2014 Consolidated Financial Statements. 3 Excludes debt securities classified as loans. For additional information refer to the “Exposure to Non-Agency Collateralized Mortgage Obligations” section of this document and Note 8 to the 2014 Consolidated Financial Statements. 4 Excludes trading loans with a fair value of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and amortized cost of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and loans designated at fair value through profit or loss of $5 million as at October 31, 2014 (October 31, 2013 – $9 million). No allowance is recorded for trading loans or loans designated at fair value through profit or loss. 47 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 2 IMPAIRED LOANS NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES BY INDUSTRY SECTOR (continued) 1,2,3 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Counterparty- specific and individually insignificant allowances Gross impaired loans Net impaired loans Net impaired loans Net impaired loans United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Power and utilities Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government Total United States International Business and government Total international Total Net impaired loans as a % of common equity $ 312 $ 9 $ 303 $ 250 $ 187 13.5% 11.1% 8.9% 344 133 6 123 918 85 168 253 1 15 27 10 2 17 54 32 10 – – 93 89 51 18 17 7 696 1,614 – – 19 5 2 94 129 6 14 20 – 1 2 1 1 1 5 6 1 – – 9 9 12 2 2 2 74 203 – – $ 2,731 $ 487 325 128 4 29 789 79 154 233 1 14 25 9 1 16 49 26 9 – – 84 80 39 16 15 5 622 1,411 204 76 1 98 629 98 205 303 1 12 8 10 1 19 23 46 18 – – 68 99 28 12 39 12 699 1,328 179 24 2 3 395 133 191 324 2 15 6 7 1 7 18 40 26 4 – 41 70 46 10 32 14 663 1,058 14.5 5.7 0.2 1.3 35.2 3.5 6.9 10.4 – 0.6 1.1 0.4 – 0.7 2.2 1.2 0.4 – – 3.7 3.6 1.7 0.7 0.7 0.3 27.7 62.9 – – $ 2,244 – – $ 2,243 – – $ 2,100 – – 100.0% 4.28% 4.83% 4.86% 9.1 3.4 0.1 4.3 28.0 4.4 9.1 13.5 0.1 0.5 0.4 0.4 0.1 0.8 1.0 2.1 0.8 – – 3.0 4.4 1.3 0.5 1.8 0.5 31.2 59.2 – – 8.5 1.2 0.1 0.1 18.8 6.3 9.1 15.4 0.1 0.7 0.3 0.3 0.1 0.3 0.8 1.9 1.2 0.2 – 2.0 3.4 2.2 0.5 1.5 0.7 31.6 50.4 – – 100.0% 100.0% 1 Primarily based on the geographic location of the customer’s address. 2 Excludes FDIC covered loans and other acquired credit-impaired loans. For additional information refer to the “Exposure to Acquired Credit-Impaired Loans” discussion and table in this section of the document and Note 8 to the 2014 Consolidated Financial Statements. 3 Excludes debt securities classified as loans. For additional information refer to the “Exposure to Non-Agency Collateralized Mortgage Obligations” section of this document and Note 8 to the 2014 Consolidated Financial Statements. 48 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 3 IMPAIRED LOANS NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES FOR LOAN LOSSES BY GEOGRAPHY1,2,3 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Canada Atlantic provinces British Columbia4 Ontario4 Prairies4 Quebec Total Canada5 United States Carolinas (North and South) Florida New England6 New Jersey New York Pennsylvania Other Total United States5 Total Counterparty- specific and individually insignificant allowances Gross impaired loans Net impaired loans Net impaired loans $ 40 196 588 157 136 1,117 81 110 490 373 235 165 160 1,614 $ 7 20 221 21 15 284 13 14 64 45 30 18 19 203 $ 2,731 $ 487 $ 33 176 367 136 121 833 68 96 426 328 205 147 141 1,411 $ 2,244 $ 34 210 406 169 96 915 49 75 430 301 184 140 149 1,328 $ 2,243 Net impaired loans $ 26 202 509 185 120 1,042 23 38 369 252 137 91 148 1,058 $ 2,100 1.5% 7.8 16.3 6.1 5.4 37.1 3.0 4.3 19.0 14.6 9.1 6.6 6.3 62.9 100.0% 1.5% 9.4 18.1 7.5 4.3 40.8 2.2 3.4 19.2 13.4 8.2 6.2 6.6 59.2 100.0% 1.3% 9.6 24.2 8.8 5.7 49.6 1.1 1.8 17.6 12.0 6.5 4.4 7.0 50.4 100.0% Net impaired loans as a % of net loans7 0.46% 0.50% 0.52% 1 Primarily based on the geographic location of the customer’s address. 2 Excludes FDIC covered loans and other acquired credit-impaired loans. For addi- tional information refer to the “Exposure to Acquired Credit-Impaired Loans” discussion and table in this section of the document and Note 8 to the 2014 Consolidated Financial Statements. 3 Excludes debt securities classified as loans. For additional information refer to the “Exposure to Non-Agency Collateralized Mortgage Obligations” section of this document and Note 8 to the 2014 Consolidated Financial Statements. 4 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and Northwest Territories is included in the Prairies region. 5 Excludes trading loans with a fair value of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and amortized cost of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and loans designated at fair value through profit or loss of $5 million as at October 31, 2014 (October 31, 2013 – $9 million). No allowance is recorded for trading loans or loans designated at fair value through profit or loss. 6 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. 7 Includes customers’ liability under acceptances. ALLOWANCE FOR CREDIT LOSSES Total allowance for credit losses consists of counterparty-specific and collectively assessed allowances. The allowance is increased by the provision for credit losses, and decreased by write-offs net of recover- ies and disposals. The Bank maintains the allowance at levels that management believes is adequate to absorb incurred credit-related losses in the lending portfolio. Individual problem accounts, general economic conditions, loss experience, as well as the sector and geographic mix of the lending portfolio are all considered by manage- ment in assessing the appropriate allowance levels. Counterparty-specific allowance The Bank establishes counterparty-specific allowances for individually significant impaired loans when the estimated realizable value of the loan is less than its recorded value, based on the discounting of expected future cash flows. During 2014, counterparty-specific allowances increased by $7 million, or 2%, resulting in a total counterparty-specific allowance of $355 million. Excluding debt securities classified as loans, FDIC covered loans and other acquired credit-impaired loans, counterparty-specific allowances decreased by $17 million, or 11% from the prior year. Collectively assessed allowance for individually insignificant impaired loans Individually insignificant loans, such as the Bank’s personal and small business banking loans and credit cards, are collectively assessed for impairment. Allowances are calculated using a formula that incorpo- rates recent loss experience, historical default rates, and the type of collateral pledged. During 2014, the collectively assessed allowance for individually insignificant impaired loans increased by $51 million, or 13%, resulting in a total of $442 million. Excluding FDIC covered loans and other acquired credit-impaired loans, the collectively assessed allowance for individually insignificant impaired loans increased by $55 million, or 18% from the prior year due primarily to the acquisition of the Target credit card portfolio. 49 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Collectively assessed allowance for incurred but not identified credit losses The collectively assessed allowance for incurred but not identified credit losses is established to recognize losses that management esti- mates to have occurred in the portfolio at the balance sheet date for loans not yet specifically identified as impaired. The level of collectively assessed allowance for incurred but not identified losses reflects expo- sures across all portfolios and categories. The collectively assessed allowance for incurred but not identified credit losses is reviewed on a quarterly basis using credit risk models and management’s judgment. The allowance level is calculated using the probability of default (PD), the loss given default (LGD), and the exposure at default (EAD) of the related portfolios. The PD is the likelihood that a borrower will not be able to meet its scheduled repayments. The LGD is the amount of the loss the Bank would likely incur when a borrower defaults on a loan, which is expressed as a percentage of exposure at default. EAD is the total amount the Bank expects to be exposed to at the time of default. For the non-retail portfolio, allowances are estimated using borrower specific information. The LGD is based on the security and structure of the facility; EAD is a function of the current usage, the borrower’s risk rating, and the committed amount of the facility. For the retail portfolio, the collectively assessed allowance for incurred but not identified credit losses is calculated on a pooled portfolio level with each pool comprising exposures with similar credit risk characteristics segmented, for example by product type and PD estimate. Recovery data models are used in the determination of the LGD for each pool. EAD is a function of the current usage and historical exposure experi- ence at default. As at October 31, 2014 the collectively assessed allowance for incurred but not identified credit losses was $2,505 million, up from $2,328 million as at October 31, 2013. Excluding debt securities classified as loans, the collectively assessed allowance for incurred but not identified credit losses increased by $216 million, or 10% from the prior year. The Bank periodically reviews the methodology for calculating the allowance for incurred but not identified credit losses. As part of this review, certain revisions may be made to reflect updates in statistically derived loss estimates for the Bank’s recent loss experience of its credit portfolios, which may cause the Bank to provide or release amounts from the allowance for incurred but not identified losses. Allowance for credit losses are further described in Note 8 to the Consolidated Financial Statements. PROVISION FOR CREDIT LOSSES The provision for credit losses is the amount charged to income to bring the total allowance for credit losses, including both counter- party-specific and collectively assessed allowances, to a level that management considers adequate to absorb incurred credit-related losses in the Bank’s loan portfolio. Provisions in the year are reduced by any recoveries in the year. The Bank recorded a total provision for credit losses of $1,557 million in 2014, compared with a total provision of $1,631 million in 2013. This amount comprised $1,484 million of counterparty-specific and individually insignificant provisions and $73 million in collectively assessed incurred but not identified provisions. The total provision for credit losses as a percentage of net average loans and acceptances decreased to 0.33% from 0.38% in 2013 largely due to improved credit quality in the Canadian personal and U.S. commercial portfolios. In Canada, residential mortgages, consumer instalment and other personal loans, and credit cards, required counterparty-specific and individually insignificant provisions of $789 million, a decrease of $76 million, or 9%, compared to 2013. Business and government loans required counterparty-specific and individually insignificant provi- sions of $84 million, an increase of $10 million, or 14%, compared to 2013. Business and government counterparty-specific and individually insignificant provisions were distributed across all industry sectors. In the U.S., residential mortgages, consumer instalment and other personal loans, and credit cards, required counterparty-specific and individually insignificant provisions of $562 million, an increase of $226 million, or 67%, compared to 2013, primarily due to acquisition of the Target credit card portfolio. Business and government loans required counterparty-specific and individually insignificant provisions of $20 million, a decrease of $124 million, or 86%, compared to 2013 primarily due to improved credit performance in the real estate and financial sectors. Geographically, 59% of counterparty-specific and individually insig- nificant provisions were attributed to Canada and 39% to the U.S. in 2014. Canadian counterparty-specific and individually insignificant provisions were concentrated in Ontario, which represented 46% of total counterparty-specific and individually insignificant provisions, down from 50% in 2013. U.S. counterparty-specific and individually insignificant provisions were concentrated in New England and New Jersey, representing 10% and 7%, respectively, of total counterparty- specific and individually insignificant provisions, up from 8% and 5% respectively in 2013. The following table provides a summary of provisions charged to the Consolidated Statement of Income. T A B L E 3 4 PROVISION FOR CREDIT LOSSES (millions of Canadian dollars) Provision for credit losses – counterparty-specific and individually insignificant Provision for credit losses – counterparty-specific Provision for credit losses – individually insignificant Recoveries Total provision for credit losses for counterparty-specific and individually insignificant Provision for credit losses – incurred but not identified Canadian Retail and Wholesale Banking U.S. Retail Other Total provision for credit losses – incurred but not identified Provision for credit losses 2014 2013 2012 $ 168 1,849 (533) 1,484 8 65 – 73 $ 1,557 $ 231 1,644 (394) 1,481 (53) 203 – 150 $ 1,631 $ 447 1,415 (287) 1,575 183 37 – 220 $ 1,795 50 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 5 PROVISION FOR CREDIT LOSSES BY INDUSTRY SECTOR1 (millions of Canadian dollars, except as noted) For the years ended Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Provision for credit losses – counterparty-specific and individually insignificant Canada Residential mortgages2 Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government Total Canada United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Agriculture Automotive Financial Food, beverage, and tobacco Forestry Government, public sector entities, and education Health and social services Industrial construction and trade contractors Metals and mining Pipelines, oil, and gas Power and utilities Professional and other services Retail sector Sundry manufacturing and wholesale Telecommunications, cable, and media Transportation Other Total business and government2 Total United States Total excluding other loans Other loans Debt securities classified as loans Acquired credit-impaired loans3 Total other loans Total provision for credit losses – counterparty-specific and individually insignificant Provision for credit losses – incurred but not identified Personal, business and government Debt securities classified as loans Total provision for credit losses – incurred but not identified Total provision for credit losses $ 15 $ 16 $ 10 1.0% 1.1% 0.6% 8 137 167 462 789 (1) 3 2 1 2 1 – – – 2 9 2 (2) 31 19 9 1 6 1 84 873 8 38 148 59 309 562 (7) (4) (11) – 2 (13) (1) – (1) 8 6 – – – 7 3 9 – (2) 13 20 582 1,455 31 (2) 29 15 128 221 485 865 (4) 1 (3) 3 2 – 4 – 1 (1) 14 – 10 3 33 5 (4) 4 3 74 939 11 54 166 54 51 336 – 35 35 (1) 2 1 1 1 12 10 6 6 (2) (1) 24 24 13 3 (5) 15 144 480 1,419 13 49 62 21 131 261 308 731 12 2 14 2 4 6 1 1 – 1 13 6 – 9 16 8 19 3 2 105 836 22 93 111 48 45 319 72 66 138 1 3 22 5 – 7 7 19 3 1 2 7 26 21 8 18 12 300 619 1,455 6 114 120 0.6 9.2 11.3 31.1 53.2 (0.1) 0.2 0.1 0.1 0.1 0.1 – – – 0.1 0.6 0.1 (0.1) 2.1 1.2 0.6 0.1 0.4 0.1 5.6 58.8 0.6 2.5 10.0 4.0 20.8 37.9 (0.5) (0.3) (0.8) – 0.1 (0.9) (0.1) – (0.1) 0.6 0.4 – – – 0.5 0.2 0.6 – (0.1) 0.9 1.3 39.2 98.0 2.1 (0.1) 2.0 1.0 8.6 14.9 32.8 58.4 (0.3) 0.1 (0.2) 0.2 0.1 – 0.3 – 0.1 (0.1) 1.0 – 0.7 0.2 2.2 0.3 (0.3) 0.3 0.2 5.0 63.4 0.7 3.7 11.2 3.7 3.4 22.7 – 2.4 2.4 (0.1) 0.1 0.1 0.1 0.1 0.7 0.7 0.4 0.4 (0.1) (0.1) 1.6 1.6 0.9 0.2 (0.3) 1.0 9.7 32.4 95.8 0.9 3.3 4.2 1.3 8.3 16.6 19.6 46.4 0.8 0.1 0.9 0.1 0.2 0.4 0.1 0.1 – 0.1 0.8 0.4 – 0.6 1.0 0.5 1.2 0.2 0.1 6.7 53.1 1.4 5.9 7.1 3.0 2.9 20.3 4.6 4.2 8.8 0.1 0.2 1.4 0.3 – 0.4 0.4 1.2 0.2 0.1 0.1 0.4 1.7 1.3 0.5 1.1 0.8 19.0 39.3 92.4 0.4 7.2 7.6 $ 1,484 $ 1,481 $ 1,575 100.0% 100.0% 100.0% 120 (47) 73 $ 1,557 195 (45) 150 $ 1,631 214 6 220 $ 1,795 1 Primarily based on the geographic location of the customer’s address. 2 Excludes trading loans with a fair value of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and amortized cost of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and loans designated at fair value through profit or loss of $5 million as at October 31, 2014 (October 31, 2013 – $9 million). No allowance is recorded for trading loans or loans designated at fair value through profit or loss. 3 Includes all FDIC covered loans and other ACI loans. 51 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 6 PROVISION FOR CREDIT LOSSES BY GEOGRAPHY1 (millions of Canadian dollars, except as noted) For the years ended Percentage of total October 31 2014 October 31 2013 October 31 2012 October 31 2014 October 31 2013 October 31 2012 Canada Atlantic provinces British Columbia2 Ontario2 Prairies2 Quebec Total Canada3 United States Carolinas (North and South) Florida New England4 New Jersey New York Pennsylvania Other Total United States3 International Other Total international Total excluding other loans Other loans Total counterparty-specific and individually insignificant provision Incurred but not identified provision Total provision for credit losses $ 25 49 684 70 45 873 36 43 147 98 89 42 127 582 – – 1,455 29 1,484 73 $ 1,557 $ 24 56 739 72 48 939 17 28 120 74 61 22 158 480 – – 1,419 62 1,481 150 $ 1,631 $ 23 55 616 72 70 836 12 17 208 92 75 73 142 619 – – 1,455 120 1,575 220 $ 1,795 1.6% 3.1 43.9 4.5 2.9 56.0 2.3 2.8 9.4 6.3 5.7 2.7 8.2 37.4 – – 93.4 1.9 95.3 4.7 100.0% 1.5% 3.4 45.3 4.4 3.0 57.6 1.0 1.7 7.4 4.5 3.7 1.4 9.7 29.4 – – 87.0 3.8 90.8 9.2 100.0% 1.3% 3.0 34.3 4.0 3.9 46.5 0.7 0.9 11.6 5.1 4.2 4.1 7.9 34.5 – – 81.0 6.7 87.7 12.3 100.0% Provision for credit losses as a % of average net loans and acceptances5 October 31 2014 October 31 2013 October 31 2012 Canada Residential mortgages Credit card, consumer instalment and other personal Business and government Total Canada United States Residential mortgages Credit card, consumer instalment and other personal Business and government Total United States International Total excluding other loans Other loans Total counterparty-specific and individually insignificant provision Incurred but not identified provision Total provision for credit losses as a % of average 0.01% 0.72 0.13 0.25 0.04 1.54 0.03 0.49 – 0.31 0.59 0.32 0.02 0.01% 0.80 0.12 0.29 0.06 1.07 0.28 0.48 – 0.33 0.85 0.34 0.03 0.01% 0.67 0.21 0.27 0.15 1.30 0.67 0.75 – 0.37 1.18 0.39 0.06 net loans and acceptances 0.33% 0.38% 0.45% 4 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. 5 Includes customers’ liability under acceptances. 1 Primarily based on the geographic location of the customer’s address. 2 The territories are included as follows: Yukon is included in British Columbia; Nuna- vut is included in Ontario; and Northwest Territories is included in the Prairies region. 3 Excludes trading loans with a fair value of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and amortized cost of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and loans designated at fair value through profit or loss of $5 million as at October 31, 2014 (October 31, 2013 – $9 million). No allowance is recorded for trading loans or loans designated at fair value through profit or loss. NON-PRIME LOANS As at October 31, 2014, the Bank had approximately $2.4 billion (October 31, 2013 – $2.4 billion), gross exposure to non-prime loans, which primarily consists of automotive loans originated in Canada. The credit loss rate, which is an indicator of credit quality and is defined as the annual PCL divided by the average month-end loan balance, was approximately 3.70% on an annual basis (October 31, 2013 – 3.38%). The portfolio continues to perform as expected. These loans are recorded at amortized cost. 52 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Sovereign Risk The following table provides a summary of the Bank’s credit exposure to certain European countries, including Greece, Italy, Ireland, Portugal, and Spain (GIIPS). T A B L E 3 7 EXPOSURE TO EUROPE – Total Net Exposure by Country and Counterparty (millions of Canadian dollars) As at Loans and Commitments1 Derivatives, Repos, and Securities Lending2 Trading and Investment Portfolio3,4 Country Corporate Sovereign Financial Total Corporate Sovereign Financial Total Corporate Sovereign Financial Total Total Exposure5 GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe France Germany Netherlands Sweden Switzerland United Kingdom Other6 Rest of Europe Total Europe GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe France Germany Netherlands Sweden Switzerland United Kingdom Other6 Rest of Europe Total Europe $ $ $ – $ – – – 35 35 – 232 – – 6 238 – $ 5 – – 65 70 – 237 – – 106 343 – – 14 – – 14 $ – $ – – – – – – $ 3 417 – 32 452 – 3 431 – 32 466 $ – $ 9 – – 11 20 – $ 12 – – 3 15 – $ 9 – – 1 10 – $ 30 – – 15 45 – 270 431 – 153 854 October 31, 2014 40 481 474 954 145 416 76 – – 854 1,772 1,568 137 107 4,380 2,644 $ 4,415 $ 2,882 609 88 1,587 159 988 427 177 101 1,052 198 3,496 156 313 69 1,198 8,222 $ 1,268 $ 8,565 133 320 362 – 19 567 162 1,563 $ 1,577 1,275 974 168 1,473 480 673 813 224 227 60 30 30 630 611 – 4,435 3,641 227 712 330 220 1,545 9,398 6,290 $ 1,545 $ 6,742 $ 9,864 1,792 6,094 2,932 621 – 704 1,734 13,877 3,887 118 93 9,511 137 220 5,375 606 36 1,401 539 4 1,824 74 68 13,073 4,241 197 2,867 75 33 651 37,938 5,790 $ 671 $ 13,892 $ 5,800 $ 20,363 $ 38,792 2,003 6,451 3,574 1,164 142 5,142 1,842 20,318 $ – $ – – – 116 116 – 121 – – – 121 $ $ – $ 2 – – 47 49 – 123 – – 163 286 – $ – – – 5 5 – $ – – – – – – $ 3 12 3 13 31 – 3 12 3 18 36 $ – $ 11 – – 8 19 – $ 1 – – – 1 – $ – $ 12 1 – 213 226 24 1 – 221 246 – 150 13 3 402 568 October 31, 2013 – 435 327 923 417 158 44 – – 787 7,590 1,240 155 110 3,912 8,274 $ 4,028 $ 8,395 49 50 404 80 86 238 40 947 484 1,300 979 124 873 9,068 305 13,133 $ 996 $ 13,419 1,338 60 2,903 250 291 696 45 – 707 – 3,344 453 566 94 1,148 9,599 $ 1,153 $ 2,496 $ 5,986 $ 9,635 1,141 722 257 22 707 2,784 322 5,955 137 1,931 148 23 – 107 150 2,496 1,878 4,895 5,041 707 – 490 1,579 14,590 3,934 152 82 9,351 65 188 7,618 56 846 1,353 474 3 1,844 237 27 17,794 4,748 144 2,680 151 79 579 44,574 6,673 $ 598 $ 14,591 $ 6,899 $ 22,088 $ 45,142 2,112 5,148 5,943 1,184 264 5,382 1,809 21,842 1 Exposures include interest-bearing deposits with banks and are presented net of impairment charges where applicable. There were no impairment charges for European exposures as at October 31, 2014, or October 31, 2013. 2 Exposures are calculated on a fair value basis and are net of collateral. Total market value of pledged collateral is $5.6 billion for GIIPS (October 31, 2013 – $1 billion) and $34.4 billion for the rest of Europe (October 31, 2013 – $28 billion). Deriva- tives are presented as net exposures where there is an International Swaps and Derivatives Association (ISDA) master netting agreement. 3 Trading Portfolio exposures are net of eligible short positions. Deposits of $1.3 billion (October 31, 2013 – $2 billion) are included in the Trading and Investment Portfolio. 4 The fair values of the GIIPS exposures in Level 3 in the Trading and Investment Portfolio were not significant as at October 31, 2014, and October 31, 2013. 5 The reported exposures do not include $0.2 billion of protection the Bank purchased through credit default swaps (October 31, 2013 – $0.3 billion). 6 Other European exposure is distributed across 12 countries (October 31, 2013 – 13 countries), each of which has a net exposure below $1 billion as at October 31, 2014, and October 31, 2013. 53 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 3 8 EXPOSURE TO EUROPE – Gross European Lending Exposure by Country (millions of Canadian dollars) Country GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe France Germany Netherlands Sweden Switzerland United Kingdom Other3 Rest of Europe Total Europe GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe France Germany Netherlands Sweden Switzerland United Kingdom Other3 Rest of Europe Total Europe As at Loans and Commitments Indirect2 Total October 31, 2014 $ – 4 – – 88 92 419 915 482 4 699 1,624 155 4,298 $ 4,390 $ – 237 – – 106 343 609 1,587 988 177 1,052 3,496 313 8,222 $ 8,565 October 31, 2013 $ – 1 – – 100 101 461 895 584 4 603 1,365 116 4,028 $ 4,129 $ – 123 – – 163 286 484 1,300 979 124 873 9,068 305 13,133 $ 13,419 Direct1 $ – 233 – – 18 251 190 672 506 173 353 1,872 158 3,924 $ 4,175 $ – 122 – – 63 185 23 405 395 120 270 7,703 189 9,105 $ 9,290 1 Includes interest-bearing deposits with banks, funded loans, and banker’s acceptances. 2 Includes undrawn commitments and letters of credit. 3 Other European exposure is distributed across 12 countries (October 31, 2013 – 13 countries), each of which has a net exposure including Loans and Commit- ments, Derivatives, Repos and Securities Lending, and Trading and Investment Portfolio below $1.0 billion as at October 31, 2014, and October 31, 2013. Of the Bank’s European exposure, approximately 97% (October 31, 2013 – 98%) is to counterparties in countries rated AAA/AA+ by either Moody’s Investor Services (Moody’s) or Standard & Poor’s (S&P), with the majority of this exposure to the sovereigns themselves and to well rated, systemically important banks in these countries. Derivatives and securities repurchase transactions are completed on a collateralized basis. The vast majority of derivatives exposure is offset by cash collateral while the repurchase transactions are backed largely by government securities rated AA- or better by either Moody’s or S&P, and cash. The Bank also takes a limited amount of exposure to well rated corporate issuers in Europe where the Bank also does business with their related entities in North America. In addition to the European exposure identified above, the Bank also has $5.2 billion (October 31, 2013 – $4.9 billion) of direct expo- sure to supranational entities with European sponsorship and indirect exposure including $1.9 billion (October 31, 2013 – $791 million) of European collateral from non-European counterparties related to repurchase and securities lending transactions that are margined daily, and $11 million (October 31, 2013 – $7 million) invested in European diversified investment funds. As part of the Bank’s usual credit risk and exposure monitoring processes, all exposures are reviewed on a regular basis. European exposures are reviewed monthly or more frequently as circumstances dictate and are periodically stress tested to identify and understand any potential vulnerabilities. Based on the most recent reviews, all European exposures are considered manageable. 54 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS EXPOSURE TO ACQUIRED CREDIT-IMPAIRED LOANS Acquired credit-impaired (ACI) loans are generally loans with evidence of incurred credit loss where it is probable at the purchase date that the Bank will be unable to collect all contractually required principal and interest payments. Evidence of credit quality deterioration as of the acquisition date may include statistics such as past due status and credit scores. ACI loans are initially recorded at fair value and, as a result, no allowance for credit losses is recorded on the date of acquisition. ACI loans were acquired through the acquisitions of FDIC-assisted transactions, which include FDIC covered loans subject to loss sharing agreements with the FDIC, South Financial, Chrysler Financial, and the acquisitions of the MBNA Canada, Target, and Aeroplan credit card portfolios. The following table presents the unpaid principal balance, carrying value, counterparty-specific allowance, allowance for individu- ally insignificant impaired loans, and the net carrying value as a percentage of the unpaid principal balance for ACI loans as at October 31, 2014, and October 31, 2013. T A B L E 3 9 ACQUIRED CREDIT-IMPAIRED LOAN PORTFOLIO (millions of Canadian dollars, except as noted) FDIC-assisted acquisitions South Financial Other2 Total ACI loan portfolio FDIC-assisted acquisitions South Financial Other2 Total ACI loan portfolio Unpaid principal balance1 $ 699 1,090 36 $ 1,825 $ 836 1,700 105 $ 2,641 Carrying value $ 660 1,046 7 $ 1,713 $ 787 1,619 79 $ 2,485 Counterparty- specific allowance Allowance for individually insignificant impaired loans $ 2 6 – $ 8 $ 5 19 – $ 24 $ 49 40 – $ 89 $ 55 38 – $ 93 As at Carrying Percentage of value net of unpaid principal balance allowances October 31, 2014 $ 609 1,000 7 $ 1,616 87.1% 91.7 19.4 88.5% October 31, 2013 $ 727 1,562 79 $ 2,368 87.0% 91.9 75.2 89.7% 1 Represents contractual amount owed net of charge-offs since acquisition of the loan. 2 Other includes the ACI loan portfolios of Chrysler Financial and the credit card portfolios of MBNA Canada, Target, and Aeroplan. During the year ended October 31, 2014, the Bank recorded a recovery of $2 million in provision for credit losses on ACI loans (2013 – provision for credit losses of $49 million, 2012 – provision for credit losses of $114 million). The following table provides key credit statistics by past due contractual status and geographic concentrations based on ACI loans unpaid principal balance. T A B L E 4 0 ACQUIRED CREDIT-IMPAIRED LOANS – Key Credit Statistics (millions of Canadian dollars, except as noted) Past due contractual status Current and less than 30 days past due 30-89 days past due 90 or more days past due Total ACI loans Geographic region Florida South Carolina North Carolina Other U.S./Canada Total ACI loans October 31, 2014 October 31, 2013 Unpaid principal balance1 Unpaid principal balance1 As at $ 1,540 60 225 $ 1,825 $ 1,101 535 143 46 $ 1,825 84.4% 3.3 12.3 100.0% 60.3% 29.3 7.9 2.5 100.0% $ 2,239 78 324 $ 2,641 $ 1,505 772 241 123 $ 2,641 84.8% 2.9 12.3 100.0% 57.0% 29.2 9.1 4.7 100.0% 1 Represents contractual amount owed net of charge-offs since acquisition of the loan. EXPOSURE TO NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS As a result of the acquisition of Commerce Bancorp Inc., the Bank has exposure to non-agency Collateralized Mortgage Obligations (CMOs) collateralized primarily by Alt-A and Prime Jumbo mortgages, most of which are pre-payable fixed-rate mortgages without rate reset features. At the time of acquisition, the portfolio was recorded at fair value, which became the new cost basis for this portfolio. These debt securities are classified as loans and carried at amor- tized cost using the effective interest rate method, and are evaluated for loan losses on a quarterly basis using the incurred credit loss model. The impairment assessment follows the loan loss accounting model, where there are two types of allowances for credit losses, counterparty-specific and collectively assessed. Counterparty-specific allowances represent individually significant loans, including the Bank’s debt securities classified as loans, which are assessed for whether impairment exists at the counterparty-specific level. Collectively assessed allowances consist of loans for which no impair- ment is identified on a counterparty-specific level and are grouped into portfolios of exposures with similar credit risk characteristics to collectively assess if impairment exists at the portfolio level. The allowance for losses that are incurred but not identified as at October 31, 2014, was US$52 million (October 31, 2013 – US$94 million). The total provision for credit losses recognized in 2014 was a decrease of US$14 million (2013 – US$30 million decrease, 2012 – US$12 million increase). 55 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The following table presents the par value, carrying value, allowance for loan losses, and the net carrying value as a percentage of the par value for the non-agency CMO portfolio as at October 31, 2014, and October 31, 2013. As at October 31, 2014, the balance of the remaining acquisition-related incurred loss was US$187 million (October 31, 2013 – US$226 million). This amount is reflected in the following table as a component of the discount from par to carrying value. T A B L E 4 1 NON-AGENCY CMO LOANS PORTFOLIO (millions of U.S. dollars, except as noted) Non-Agency CMOs Non-Agency CMOs Par value Carrying value Allowance for loan losses Carrying value net of allowance As at Percentage of par value $ 1,748 $ 1,523 $ 241 $ 1,282 73.3% October 31, 2014 $ 2,075 $ 1,770 $ 260 $ 1,510 72.8% October 31, 2013 During the second quarter of 2009, the Bank re-securitized a portion of the non-agency CMO portfolio. As part of the on-balance sheet re-securitization, new credit ratings were obtained for the re-securitized securities that better reflect the discount on acquisition and the Bank’s risk inherent on the entire portfolio. As a result, 13% of the non- agency CMO portfolio is rated AAA for regulatory capital reporting (October 31, 2013 – 13%). The net capital benefit of the re-securitiza- tion transaction is reflected in the changes in RWA. For accounting purposes, the Bank retained a majority of the beneficial interests in the re-securitized securities resulting in no financial statement impact. The Bank’s assessment of impairment for these reclassified securities is not impacted by a change in the credit ratings. T A B L E 4 2 NON-AGENCY ALT-A AND PRIME JUMBO CMO PORTFOLIO BY VINTAGE YEAR Prime Jumbo Amortized cost Fair value Amortized cost As at Total Fair value Amortized cost $ 58 79 300 226 310 Alt-A Fair value $ 65 89 361 257 371 $ 64 24 23 113 137 $ 68 27 26 126 152 $ 973 $ 1,143 $ 361 $ 399 $ 81 96 358 255 364 $ 90 107 415 285 416 $ 85 30 30 134 171 $ 93 33 33 150 184 $ 1,154 $ 1,313 $ 450 $ 493 October 31, 2014 $ 133 116 387 383 523 $ 1,542 $ 122 103 323 339 447 $ 1,334 52 $ 1,282 October 31, 2013 $ 183 140 448 435 600 $ 1,806 $ 166 126 388 389 535 $ 1,604 94 $ 1,510 (millions of U.S. dollars) 2003 2004 2005 2006 2007 Total portfolio net of counterparty-specific and individually insignificant credit losses Less: allowance for incurred but not identified credit losses Total 2003 2004 2005 2006 2007 Total portfolio net of counterparty-specific and individually insignificant credit losses Less: allowance for incurred but not identified credit losses Total 56 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS GROUP FINANCIAL CONDITION Capital Position T A B L E 4 3 CAPITAL STRUCTURE AND RATIOS – BASEL III1,2 (millions of Canadian dollars, except as noted) Common Equity Tier 1 Capital (CET1) Common shares plus related contributed surplus Retained earnings Accumulated other comprehensive income Common Equity Tier 1 Capital before regulatory adjustments Common Equity Tier 1 Capital regulatory adjustments Goodwill (net of related tax liability) Intangibles (net of related tax liability) Deferred tax assets excluding those arising from temporary differences Cash flow hedge reserve Shortfall of provisions to expected losses Gains and losses due to changes in own credit risk on fair valued liabilities Defined benefit pension fund net assets (net of related tax liability) Investment in own shares 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) Total regulatory adjustments to Common Equity Tier 1 Capital Common Equity Tier 1 Capital Additional Tier 1 Capital instruments Directly issued qualifying Additional Tier 1 instruments plus stock surplus Directly issued capital instruments subject to phase out from Additional Tier 1 Additional Tier 1 instruments issued by subsidiaries and held by third parties subject to phase out Additional Tier 1 Capital instruments before regulatory adjustments Additional Tier 1 Capital instruments regulatory adjustments Significant investments in the capital of banking, financial, and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions Total regulatory adjustments to Additional Tier 1 Capital Additional Tier 1 Capital Tier 1 Capital Tier 2 Capital instruments and provisions Directly issued capital instruments subject to phase out from Tier 2 Tier 2 instruments issued by subsidiaries and held by third parties subject to phase out Collective allowances Tier 2 Capital before regulatory adjustments Tier 2 regulatory adjustments Investment in own Tier 2 instruments Significant investments in the capital of banking, financial, and insurance entities that are outside consolidation, net of eligible short positions Total regulatory adjustments to Tier 2 Capital Tier 2 Capital Total Capital Risk-weighted assets3 Common Equity Tier 1 Capital Tier 1 Capital Total Capital Capital Ratios and Multiples4 Common Equity Tier 1 Capital (as percentage of CET1 Capital risk-weighted assets) Tier 1 Capital (as percentage of Tier 1 Capital risk-weighted assets) Total Capital (as percentage of Total Capital risk-weighted assets) Asset-to-capital multiple 2014 2013 $ 19,961 27,585 4,936 52,482 $ 19,341 24,565 3,166 47,072 (16,709) (2,355) (485) (711) (91) (98) (15) (7) (1,046) (21,517) 30,965 1,001 3,941 444 5,386 (13,280) (2,097) (519) (1,005) (116) (89) (389) (183) (3,572) (21,250) 25,822 – 5,524 552 6,076 (352) (352) 5,034 35,999 (352) (352) 5,724 31,546 6,773 237 1,416 8,426 7,564 297 1,472 9,333 – (19) (170) (170) 8,256 44,255 (170) (189) 9,144 40,690 $ 328,393 329,268 330,581 $ 286,355 286,355 286,355 9.4% 10.9 13.4 19.1 9.0% 11.0 14.2 18.2 1 Capital position calculated using the “all-in” methodology. 2 Prior to 2014, the amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. 4 The “all-in” basis of regulatory reporting includes all of the regulatory adjustments that will be required by 2019, except the asset-to-capital multiple which is calcu- lated under “transitional” basis. 3 Effective the third quarter of 2014, each capital ratio has its own RWA measure due to the OSFI prescribed scalar for inclusion of the CVA. Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are 57%, 65%, and 77% respectively. 57 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 4 4 CAPITAL STRUCTURE AND RATIOS – BASEL II (millions of Canadian dollars, except as noted) Tier 1 Capital Common shares Contributed surplus Retained earnings Fair value (gain) loss arising from changes in the institution’s own credit risk Net unrealized foreign currency translation gains (losses) on investment in subsidiaries, net of hedging activities Preferred shares1 Innovative instruments1 Adjustments for transition to measurement under IFRS Gross Tier 1 Capital Goodwill and intangibles in excess of 5% limit Net Tier 1 Capital Securitization – other 50% shortfall in allowance2 50% substantial investments Investment in insurance subsidiaries Adjusted Net Tier 1 Capital Tier 2 Capital Innovative instruments Subordinated notes and debentures (net of amortization and ineligible) Eligible collective allowance (re-standardized approach) Accumulated net after-tax unrealized gain on available-for-sale equity securities in other comprehensive income Securitization – other 50% shortfall in allowance2 50% substantial investments Investment in insurance subsidiaries Total Tier 2 Capital Total Regulatory Capital Regulatory Capital Ratios and Multiples Tier 1 Capital ratio3 Total Capital ratio3 Asset-to-capital multiple 2012 $ 18,525 196 21,763 (2) (426) 3,394 3,700 387 47,537 (12,311) 35,226 (650) (103) (2,731) (753) 30,989 26 11,198 1,142 99 (1,272) (103) (2,731) (753) 7,606 $ 38,595 12.6% 15.7% 18.0 1 Effective 2012, in accordance with IAS 32, Financial Instruments: Presentation, the Bank is required to classify certain classes of preferred shares and innovative Tier 1 Capital investments as liabilities on the balance sheet. For regulatory capital purposes, these capital instruments have been grandfathered by OSFI and continue to be included in Tier 1 Capital. 2 When expected loss as calculated within the Internal Risk Based (IRB) approach exceeds total allowance for credit losses, the difference is deducted 50% from Tier 1 Capital and 50% from Tier 2 Capital. When expected loss as calculated within the IRB approach is less than the total allowance for credit losses, the difference is added to Tier 2 Capital. 3 OSFI’s target Tier 1 and Total Capital ratios for Canadian banks are 7% and 10%, respectively. 58 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS THE BANK’S CAPITAL MANAGEMENT OBJECTIVES The Bank’s capital management objectives are: • To be an appropriately capitalized financial institution as determined by: – the Bank’s Risk Appetite Statement (RAS); – capital requirements defined by relevant regulatory authorities; and – the Bank’s internal assessment of capital requirements consistent with the Bank’s risk profile and risk tolerance levels. • To have the most economically achievable weighted average cost of capital (after tax), consistent with preserving the appropriate mix of capital elements to meet targeted capitalization levels. • To ensure ready access to sources of appropriate capital, at reason- able cost, in order to: – insulate the Bank from unexpected events; and – support and facilitate business growth and/or acquisitions consistent with the Bank’s strategy and risk appetite. • To support strong external debt ratings, in order to manage the Bank’s overall cost of funds and to maintain accessibility to required funding. These objectives are applied in a manner consistent with the Bank’s over- all objective of providing a satisfactory return on shareholders’ equity. CAPITAL SOURCES The Bank’s capital is primarily derived from common shareholders and retained earnings. Other sources of capital include the Bank’s preferred shareholders and holders of the Bank’s subordinated debt. CAPITAL MANAGEMENT The Enterprise Capital Management department manages capital for the Bank and is responsible for acquiring, maintaining, and retiring capital. The Board of Directors (the “Board”) oversees capital adequacy and management. The Bank continues to hold sufficient capital levels to ensure that flexibility is maintained to grow operations, both organically and through strategic acquisitions. The strong capital ratios are the result of the Bank’s internal capital generation, management of the balance sheet, and periodic issuance of capital securities. ECONOMIC CAPITAL The Bank’s internal measure of required capital is called economic capital or invested capital. Economic capital is comprised of both risk- based capital required to fund losses that could occur under extremely adverse economic or operational conditions and investment capital that has been used to fund acquisitions or investments to support future earnings growth. The Bank uses internal models to determine how much risk-based capital is required to support the enterprise’s risk and business expo- sures. Characteristics of these models are described in the “Managing Risk” section of this document. Within the Bank’s measurement frame- work, its objective is to hold risk-based capital to cover unexpected losses to a high level of confidence and ratings standards. The Bank’s chosen internal capital targets are well-founded and consistent with its overall risk profile and current operating environment. Since November 1, 2007, the Bank has been operating its capital regime under the Basel Capital Framework. Consequently, in addition to addressing Pillar I risks covering credit risk, market risk, and opera- tional risk, the Bank’s economic capital framework captures other material Pillar II risks including non-trading market risk for the retail portfolio (interest rate risk in the banking book), additional credit risk due to concentration (commercial and wholesale portfolios) and risks classified as “Other”, namely business risk, insurance risk, and the Bank’s investment in TD Ameritrade. Please refer to the Risk-Weighted Assets section below for a break- down of the Bank’s economic capital by business segment, and Pillar I and Pillar II risks. REGULATORY CAPITAL Basel III Capital Framework Capital requirements of the Basel Committee on Banking and 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. The sum of the first two components is defined as Tier 1 Capital. CET1 Capital is mainly comprised of common shares, retained earnings, and accumulated other comprehensive income, is the highest quality capital and the predominant form of Tier 1 Capital. CET1 Capital also includes regulatory adjustments and deductions for items such as goodwill, intangible assets, and amounts by which capital items (that is, significant investments in CET1 Capital of financial institutions, mortgage servicing rights, and deferred tax assets from temporary differences) exceed allowable thresholds. Tier 2 Capital is mainly comprised of subordinated debt, certain loan loss allowances, and minority interests in subsidiaries’ Tier 2 instruments. Regulatory capital ratios are calculated by dividing CET1, Tier 1 and Total Capital by their respective RWAs.6 OSFI’s Capital Requirements under Basel III OSFI’s Capital Adequacy Requirements (CAR) guideline details how the Basel III rules apply to Canadian banks. Effective January 1, 2014, the CVA capital charge is phased in over a five year period, given the delays in the implementation of Basel III standards in the U.S. and European Union countries. The bilateral over- the-counter (OTC) derivative market is a global market and given the significant impact of the CVA capital charge, OSFI believed a coordi- nated start with the two most significant jurisdictions in the global derivatives market was warranted. The CVA capital charge phase-in is based on a scalar approach whereby a CVA capital charge of 57% applies in 2014 for the CET1 calculation. This percentage will increase to 64% for 2015 and 2016, 72% in 2017, 80% in 2018, and 100% in 2019. A similar set of scalar phase-in percentages would also apply for the Tier 1 and Total Capital ratio calculations. Effective January 1, 2013, all newly issued non-common Tier 1 and Tier 2 capital instruments must include non-viability contingent capital (NVCC) provisions (NVCC Provisions) to qualify as regulatory capital. NVCC Provisions require the conversion of non-common capital instru- ments into a variable number of common shares of the Bank if OSFI determines that the Bank is, or is about to become, non-viable and that after conversion of the non-common capital instruments, the viability of the Bank is expected to be restored, or if the Bank has accepted or agreed to accept a capital injection or equivalent support from a federal or provincial government without which the Bank would have been determined by OSFI to be non-viable. Existing non- common Tier 1 and Tier 2 capital instruments which do not include NVCC Provisions are non-qualifying capital instruments and are subject to a phase-out period which began in 2013 and ends in 2022. 6 Effective the third quarter of 2014, each capital ratio has its own RWA measure due to the OSFI prescribed scalar for inclusion of the CVA. Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1 and Total Capital RWA were 57%, 65% and 77% respectively. 59 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe CAR guideline contains two methodologies for capital ratio calculation: (1) the “transitional” method; and (2) the “all-in” method. Under the “transitional” method, changes in capital treatment for certain items, as well as minimum capital ratio requirements, are being phased in over the period from 2013 to 2019. Under the “all-in” method, capital is defined to include all of the regulatory adjustments that will be required by 2019, while retaining the phase-out rules for non-qualifying capital instruments. The minimum CET1, Tier 1 and Total Capital ratios, based on the “all-in” method, are 4.5%, 6% and 8%, respectively. OSFI expects Canadian banks to include an additional capital conservation buffer of 2.5%, effectively raising the CET1 mini- mum requirement to 7%. Including the capital conservation buffer, Canadian banks are required to maintain a minimum Tier 1 Capital ratio of 8.5% and a Total Capital ratio of 10.5%. At the discretion of OSFI, a countercyclical common equity capital buffer (CCB) within a range of 0% to 2.5% could be imposed. No CCB is currently in effect. In November 2011, the BCBS published the final rules on global systemically important banks (G-SIBs). None of the Canadian banks have been designated as a G-SIB. In March 2013, OSFI designated six of the major Canadian banks as D-SIBs, for which a 1% common equity capital surcharge will be in effect from January 1, 2016. As a result, the six Canadian banks designated as D-SIBs, including TD, will be required to meet an “all-in” Pillar 1 target CET1 ratio of 8% commencing January 1, 2016. In July 2013, the BCBS issued an update to the final rules on G-SIBs. The update provided clarity on the public disclosure requirements of the twelve indicators used in the assess- ment methodology. As per OSFI’s draft Advisory issued February 2014, the six Canadian banks that have been designated as D-SIBs are also required by OSFI to publish, at a minimum, the twelve indicators used in the G-SIB indicator-based assessment framework for 2014 year-end data by no later than the date of the bank’s first quarter 2015 public disclosure of shareholder financial data. Public disclosure of data for year-ends subsequent to 2014 is required no later than the date of the bank’s annual disclosure of shareholder financial data. OSFI’s Regulatory Target Ratios under Basel III on an “All-In” Basis Basel III Capital Ratios Common Equity Tier 1 Capital ratio Tier 1 Capital ratio Total Capital ratio BCBS minimum Capital OSFI Regulatory Targets without D-SIB surcharge Conservation buffer Effective Date D-SIB surcharge OSFI Regulatory Targets with D-SIB surcharge Effective Date 4.5% 6.0 8.0 2.5% 2.5 2.5 7.0% 8.5 10.5 January 1, 2013 January 1, 2014 January 1, 2014 1.0% 1.0 1.0 8.0% 9.5 11.5 January 1, 2016 January 1, 2016 January 1, 2016 OSFI continues to require Canadian banks to meet the assets-to-capital multiple (ACM) requirement until December 31, 2014, when it will be replaced by the Basel III leverage ratio. The ACM is calculated on a Basel III “transitional basis”, by dividing total assets, including specified off-balance sheet items, by Total Capital. Capital Position and Capital Ratios The Basel framework allows qualifying banks to determine capital levels consistent with the way they measure, manage, and mitigate risks. It specifies methodologies for the measurement of credit, market, and operational risks. The Bank uses the advanced approaches for the majority of its portfolios which results in regulatory and economic capital being more closely aligned than was the case under Basel I. Since the U.S. banking subsidiaries (TD Bank, National Association (TD Bank, N.A.), including South Financial and Chrysler Financial) were not originally required by their main regulators to convert to Basel II prior to being acquired by the Bank, the advanced approaches are not yet being utilized for the majority of assets in TD Bank, N.A. For accounting purposes, IFRS is followed for consolidation of subsidiaries and joint ventures. For regulatory capital purposes, insur- ance subsidiaries are deconsolidated and reported as a deduction from capital. Insurance subsidiaries are subject to their own capital adequacy reporting, such as OSFI’s Minimum Continuing Capital Surplus Requirements and Minimum Capital Test. Currently, for regulatory capital purposes, all the entities of the Bank are either consolidated or deducted from capital and there are no entities from which surplus capital is recognized. Some of the Bank’s subsidiaries are individually regulated by either OSFI or other regulators. Many of these entities have minimum capital requirements which they must maintain and which may limit the Bank’s ability to extract capital or funds for other uses. As at October 31, 2014, the Bank’s CET1, Tier 1, and Total Capital ratios were 9.4%, 10.9%, and 13.4%, respectively. Compared with the Bank’s CET1 Capital ratio of 9.0% as at October 31, 2013, the October 31, 2014, CET1 Capital ratio increased primarily as a result of strong retained earnings growth, common share issuance through participation in the Bank’s dividend reinvestment plan, and exercise of stock options, partially offset by an increase in RWAs across all busi- ness segments including $6.2 billion CVA charge within Wholesale Bank and U.S. Retail segments. The CVA capital add-on charge repre- sents approximately 32 bps, of which 57% (or 18 bps) is included in the 2014 CET1 Capital ratio, per OSFI’s determined scalar phase-in. As at October 31, 2014, CET1, Tier 1, and Total Capital RWA include 57%, 65%, and 77%, of the CVA charge, respectively. During the year, the Bank generated approximately $4.5 billion of CET1 Capital through organic growth and balance sheet optimization activities. In 2014, the Bank was able to fund acquisitions, support business growth, and improve the Bank’s capital position largely without raising additional capital. Common Equity Tier 1 Capital CET1 Capital was $31 billion as at October 31, 2014. Strong earnings contributed to the majority of CET1 Capital growth in the year. Capital management funding activities during the year included the common share issuance of $538 million under the dividend reinvest- ment plan and from stock option exercises. The growth in CET1 Capital is partially offset by share repurchases and the impact of acquisitions during the year. 60 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Tier 1 and Tier 2 Capital Tier 1 Capital was $36 billion as at October 31, 2014, consisting of CET1 Capital and Additional Tier 1 Capital of $31 billion and $5 billion, respectively. Capital management funding activities during the year consisted of the issuance of $500 million Non-cumulative 5-Year Rate Reset Preferred Shares, Series 1 and $500 million Non-cumulative 5-Year Rate Reset Preferred Shares, Series 3, both of which included NVCC Provisions to ensure loss absorbency at the point of non-viability, and the redemption of $425 million Class A First Preferred Shares, Series O and 5-Year Rate Reset Preferred Shares, Series AA, Series AC, Series AE, Series AG, Series AI and Series AK, totaling $1.8 billion. TD announced on February 7, 2011, that, based on OSFI’s February 4, 2011, Advisory which outlined OSFI’s expecta- tions regarding the use of redemption rights triggered by regulatory event clauses in non-qualifying capital instruments, it expects to exercise a regulatory event redemption right only in 2022 in respect of the TD Capital Trust IV Notes – Series 2 outstanding at that time. As of October 31, 2014, there was $450 million in principal amount of TD Capital Trust IV Notes – Series 2 issued and outstanding. NORMAL COURSE ISSUER BID On June 19, 2013, the Bank announced that the Toronto Stock Exchange (TSX) approved the Bank’s normal course issuer bid to repur- chase, for cancellation, up to 24 million of the Bank’s common shares. The bid commenced on June 21, 2013, and expired in accordance with its terms in June 2014. During the year ended October 31, 2014, the Bank repurchased 4 million common shares under this bid at an aver- age price of $54.15 for a total amount of $220 million. During the year ended October 31, 2013, the Bank repurchased 18 million common shares under this bid at an average price of $43.25 for a total amount of $780 million. RISK-WEIGHTED ASSETS Based on Basel III, RWA are calculated for each of credit risk, market risk, and operational risk. Details of the Bank’s RWA is included in the following table. T A B L E 4 5 COMMON EQUITY TIER 1 CAPITAL RISK-WEIGHTED ASSETS1 Tier 2 Capital was $8.3 billion as at October 31, 2014. In August 2014, the 10.05% subordinated notes of the Bank matured. There were no other redemptions or issuances of Tier 2 Capital instruments in 2014. (millions of Canadian dollars) INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS The Bank’s Internal Capital Adequacy Assessment Process (ICAAP) is an integrated enterprise-wide process that encompasses the governance, management, and control of risk and capital functions within the Bank. It provides a framework for relating risks to capital requirements through the Bank’s economic capital modeling and stress testing practices which help inform the Bank’s overall capital adequacy requirements. The ICAAP is facilitated by Risk Management and is supported by numerous functional areas who together help determine the Bank’s internal capital adequacy assessment. This assessment ultimately represents the capacity to bear risk in congruence with the Bank’s risk profile and RAS. Risk Management leads the ICAAP and assesses whether the Bank’s internal view of required capital is appropriate for the Bank’s risks. Enterprise Capital Management monitors the overall adequacy of the Bank’s available capital in relation to both internal and regulatory capital requirements. DIVIDENDS The Bank’s dividend policy is approved by the Board. At October 31, 2014, the quarterly dividend was $0.47 per share, consistent with the Bank’s current target payout range of 40 to 50% of adjusted earnings. Cash dividends declared and paid during the year totalled $1.84 per share (2013 – $1.62). For cash dividends payable on the Bank’s preferred shares, see Notes 21 and 37 to the Consolidated Financial Statements. As at October 31, 2014, 1,845 million common shares were outstanding (2013 – 1,835 million). The Bank’s ability to pay dividends is subject to the Bank Act (Canada) and the requirements of OSFI. See Note 21 to the Consolidated Financial Statements for further details on dividend restrictions. Credit risk Retail Residential secured Qualifying revolving retail Other retail Non-retail Corporate Sovereign Bank Securitization exposures Equity exposures Exposures subject to standardized or IRB approaches Adjustment to IRB RWA for scaling factor Other assets not included in standardized or IRB approaches Total credit risk Market risk Trading book Operational risk Standardized approach Total As at October 31 October 31 2013 2014 $ 25,910 $ 23,895 12,588 12,016 47,504 52,018 118,571 3,999 11,949 12,014 926 99,608 3,340 12,198 10,894 885 237,403 210,912 5,463 5,842 32,680 23,177 275,925 239,552 14,376 11,734 38,092 35,069 $ 328,393 $ 286,355 1 Effective the third quarter of 2014, each capital ratio has its own RWA measure due to the OSFI prescribed scalar for inclusion of the CVA. Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are 57%, 65%, and 77% respectively. During the year, RWA increased $42 billion, primarily due to higher RWA requirements with transition to Basel III and organic growth in the retail and commercial businesses in both Canada and the U.S. The new rules required a capital charge add-on for derivatives credit valuation adjustment effective January 1, 2014. 61 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 4 6 FLOW STATEMENT FOR RISK-WEIGHTED ASSETS – Disclosure for non-counterparty credit risk and counterparty credit risk – Risk-weighted assets movement by key driver October 31, 2014 October 31, 2013 For the three months ended Non-counterparty credit risk Counterparty Non-counterparty credit risk credit risk Counterparty credit risk $ 249.1 4.0 (0.3) (0.1) – – 5.2 0.1 8.9 $ 258.0 $ 16.4 1.3 – – – – 0.2 – 1.5 $ 17.9 $ 246.1 5.8 (0.9) (0.6) – – (0.7) (0.6) 3.0 $ 249.1 $ 17.6 (1.2) – – – – – – (1.2) $ 16.4 The Movement in risk levels category reflects changes in risk due to position changes and market movements. Increases in Canadian provincial bonds drove the increase in contribution to RWA. The Model updates category reflects updates to the model to reflect recent experience and changes in model scope. Updates to the Bank’s model to incorporate changes to the treatment of TD’s own debt, and improvements in the quality of the data underlying the model, drove the changes. The Methodology and policy category reflects methodology changes to the calculations driven by regulatory policy changes. Foreign exchange movements and other are deemed not meaningful since RWA exposure measures are calculated in Canadian dollars. Therefore, no foreign exchange translation is required. FLOW STATEMENT FOR RISK-WEIGHTED ASSETS – Disclosure for operational risk – Risk-weighted assets movement by key driver T A B L E 4 8 (billions of Canadian dollars) For the three months ended RWA, balance at beginning of period Revenue generation RWA, balance at end of period October 31 2014 $ 37.5 0.6 $ 38.1 July 31 2014 $ 36.7 0.8 $ 37.5 The movement in the Revenue generation category is mainly due to an increase in gross income related to the U.S. Retail and Canadian Retail segments. (billions of Canadian dollars) Common Equity Tier 1 Capital RWA, balance at beginning of period Book size Book quality Model updates Methodology and policy Acquisitions and disposals Foreign exchange movements Other Total RWA movement Common Equity Tier 1 Capital RWA, balance at end of period Counterparty credit risk comprises OTC derivatives, repo-style transac- tions, trades cleared through central counterparties, and CVA RWA (phased in at 57%). Non-counterparty credit risk includes loans and advances to retail customers (individuals and small business), corporate entities (wholesale and commercial customers), banks and govern- ments, as well as holdings of debt, equity securities, and other assets (including prepaid expenses, current and deferred income taxes, land, building, equipment, and other depreciable property). The Book size category consists of organic changes in book size and composition (including new business and maturing loans) and, for the fourth quarter of 2014, is mainly due to growth in derivatives, corpo- rate, and commercial loans in the Wholesale and U.S. Retail segments and across various portfolios in the Canadian Retail segment. The Book quality category includes quality of book changes caused by experience such as underlying customer behaviour or demographics, including changes through model calibrations/realignments. The Model updates category relates to model implementation, changes in model scope, or any changes to address model malfunctions. The Methodology and policy category impacts are methodology changes to the calculations driven by regulatory policy changes, such as new regulations. Foreign exchange movements are mainly due to a change in the U.S. dollar foreign exchange rate on the U.S. portfolios in the U.S. Retail segment. The Other category consists of items not described in the above categories including changes in exposures not included under advanced or standardized methodologies such as prepaid expenses, current and deferred income taxes, land, building, equipment and other depreciable property, and other assets. FLOW STATEMENT FOR RISK-WEIGHTED ASSETS – Disclosure for market risk – Risk-weighted assets movement by key driver T A B L E 4 7 (billions of Canadian dollars) RWA, balance at beginning of period Movement in risk levels Model updates Methodology and policy Acquisitions and disposals Foreign exchange movements and other Total RWA movement RWA, balance at end of period 1 Not meaningful. For the three months ended October 31 2014 July 31 2014 $ 13.7 0.9 (0.2) – – n/m1 0.7 $ 14.4 $ 12.8 0.7 0.2 – – n/m1 0.9 $ 13.7 62 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS ECONOMIC CAPITAL AND RISK WEIGHTED ASSETS BY SEGMENT The following chart provides a breakdown of the Bank’s regulatory capital and economic capital as at October 31, 2014. Regulatory Capital reflects the RWA required for Pillar I risks only, namely credit, trading market risk, and operational risk. Economic capital reflects the Bank’s internal view of capital required for risks captured under the regulatory framework and includes those risks identified as Basel II Pillar II risks which are not captured within the assessment of RWA and are described in the “Economic Capital” section of this document. Economic capital is also assessed at a higher confidence level which is consistent with the Bank’s overall target debt rating. The differences between economic capital and regulatory capital in the following figure are predominately due to the additional Pillar II risks captured under economic capital and the variance in confidence level. For addi- tional information on the risks highlighted below, refer to the “Managing Risk” section of this document. Economic Capital (%) Credit Risk Market Risk Operational Risk Other Risks 66% 6% 11% 17% TD Bank Group CET1 RWA2 $ 275,925 Credit Risk $ 14,376 Market Risk Operational Risk $ 38,092 Corporate Canadian Retail U.S. Retail1 Wholesale Banking • Personal Deposits • Consumer Lending • Credit Cards and Merchant Services • Auto Finance • Commercial Banking • Small Business Banking • Direct investing • Advice-based Wealth Business • Asset Management • Insurance • Personal Deposits • Consumer Lending • Credit Cards Services • Auto Finance • Commercial Banking • Small Business Banking • Advice-based Wealth Business • Asset Management • TD Ameritrade • Investment Banking and Capital Markets • Corporate Banking • Equity Investments • Treasury and Balance Sheet Management • Other Control Functions Economic Capital (%) Credit Risk Market Risk Operational Risk Other Risks 65% 1% 17% 17% Credit Risk Market Risk Operational Risk Other Risks1 65% 5% 7% 23% Credit Risk Market Risk Operational Risk Other Risks 72% 16% 7% 5% Credit Risk Market Risk Operational Risk Other Risks 55% 6% 16% 23% CET1 RWA2 $ 78,583 Credit Risk Market Risk $ – Operational Risk $ 21,647 $ 146,328 Credit Risk Market Risk $ – Operational Risk $ 11,432 $ 42,084 Credit Risk Market Risk $ 14,376 Operational Risk $ 4,497 Credit Risk Market Risk Operational Risk $ 8,930 $ – $ 516 1 U.S. Retail includes TD Ameritrade in Other Risks 2 Amounts are in millions of Canadian dollars 63 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISFUTURE CHANGES IN BASEL Future Regulatory Capital Developments In December 2013, BCBS published a second consultative document proposing a revised securitization framework. The proposal aims to enhance current methodologies for calculating securitization RWA by making them more risk sensitive and limiting over-reliance on rating agencies. While the second consultative document yields capital requirements that are lower than those produced in the first consulta- tive document, it would still generally increase the current risk weights of securitization exposures. In January 2014, the BCBS issued an update to the exposure measure calculation and disclosure requirements of the Basel III lever- age ratio framework. The leverage ratio was initially announced in the Basel III framework in December 2010 and, similar to the ACM, is intended to serve as a supplementary measure to risk-based capital requirements, with the objective of constraining the build-up of excess leverage in the banking sector. The January 2014 update made changes to the exposure measure calculation which are expected to result in a favourable impact to the Bank’s Basel III leverage ratio. In July 2014, TD received its authorized leverage ratio from OSFI, which has been communicated on a bilateral basis. In October 2014, OSFI released its final guideline for the Leverage Ratio Requirements and replaces the ACM with the leverage ratio on January 1, 2015. While the Basel III leverage ratio has been reported to OSFI on a bilateral basis since 2013, public disclosure of the ratio will commence as part of TD’s first quarter 2015 reporting. The Bank expects to meet OSFI’s authorized leverage ratio as at January 1, 2015. On August 1, 2014, the Department of Finance released a public consultation paper (the “Bail-in Consultation”) regarding a proposed Taxpayer Protection and Bank Recapitalization regime (commonly referred to as “bail-in”) which outlines their intent to implement a comprehensive risk management framework for Canada’s D-SIBs. Refer to the section on “Regulatory Developments Concerning Liquidity and Funding” in this document for more details. As part of adopting final Basel III rules in the U.S., effective January 1, 2014, the Bank’s U.S. holding company and major U.S. retail bank subsidiaries commenced reporting available regulatory capital on a U.S. Basel III basis. RWA will continue to be reported according to the U.S. general risk-based capital rules (namely “Basel I”), until January 1, 2015, when the Bank’s U.S. holding company and major U.S. retail bank subsidiaries will report both available regulatory capital and RWA on a U.S. Basel III basis. In February 2014, the U.S. Federal Reserve Board released final rules on Enhanced Prudential Standards for large Foreign Bank Organizations and U.S. Bank Holding Companies (BHCs). As a result of these rules, TD will be required to consolidate 90% of its U.S. legal entity ownership interests under a single top-tier U.S. Intermediate Holding Company (IHC) by July 1, 2016, and consolidate 100% of its U.S. legal entity ownership interest by July 1, 2017. The IHC will be subject to the same extensive capital, liquidity, and risk management requirements as large BHCs. T A B L E 4 9 OUTSTANDING EQUITY AND SECURITIES EXCHANGEABLE/CONVERTIBLE INTO EQUITY1 (millions of shares/units, except as noted) Common shares outstanding Treasury shares – common Total common shares Stock options Vested Non-vested Series O2 Series P Series Q Series R Series S3 Series T3 Series Y4 Series Z4 Series AA5 Series AC6 Series AE7 Series AG8 Series AI9 Series AK10 Series 111 Series 312 Total preferred shares – equity Treasury shares – preferred Total preferred shares Capital Trust Securities (thousands of shares) Trust units issued by TD Capital Trust III: TD Capital Trust III Securities – Series 2008 Debt issued by TD Capital Trust IV: TD Capital Trust IV Notes – Series 1 TD Capital Trust IV Notes – Series 2 TD Capital Trust IV Notes – Series 3 As at October 31 October 31 2013 2014 Number of Number of shares/units shares/units 1,846.2 1,838.9 (3.9) (1.6) 1,844.6 1,835.0 7.1 12.3 – 10.0 8.0 10.0 5.4 4.6 5.5 4.5 – – – – – – 20.0 20.0 88.0 – 88.0 8.8 13.2 17.0 10.0 8.0 10.0 5.4 4.6 5.5 4.5 10.0 8.8 12.0 15.0 11.0 14.0 – – 135.8 (0.1) 135.7 1,000.0 1,000.0 550.0 450.0 750.0 550.0 450.0 750.0 1 For further details, including the principal amount, conversion and exchange features, and distributions, see Note 21 to the Consolidated Financial Statements. 2 On October 31, 2014, the Bank redeemed all of its outstanding Class A First Preferred Shares, Series O, at a redemption price of $25 per share. 3 On July 31, 2013, the Bank converted 4.6 million of its 10 million non-cumulative 5-year Rate Reset Preferred Shares, Series S, on a one-for-one basis, into non- cumulative Floating Rate Preferred Shares, Series T of the Bank. 4 On October 31, 2013, the Bank converted 4.5 million of its 10 million non- cumulative 5-year Rate Reset Preferred Shares, Series Y, on a one-for-one basis, into non-cumulative Floating Rate Preferred Shares, Series Z of the Bank. 5 On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AA, at a redemption price of $25 per share. 6 On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AC, at a redemption price of $25 per share. 7 On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AE, at a redemption price of $25 per share. 8 On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AG, at a redemption price of $25 per share. 9 On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AI, at a redemption price of $25 per share. 10 On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AK, at a redemption price of $25 per share. 11 On June 4, 2014, the Bank issued 20 million non-cumulative 5-Year Rate Reset Preferred Shares, Series 1 (Series 1 shares) for gross cash consideration of $500 million, which included NVCC Provisions to ensure loss absorbency at the point of non-viability. If the NVCC Provisions were to be triggered, the maxi- mum number of common shares that could be issued based on the formula for conversion applicable to the Series 1 shares, and assuming there are no declared and unpaid dividends on the Series 1 shares or Series 2 shares, as applicable, would be 100 million. 12 On July 31, 2014, the Bank issued 20 million non-cumulative 5-Year Rate Reset Preferred Shares, Series 3 (Series 3 shares) for gross cash consideration of $500 million, which included NVCC Provisions to ensure loss absorbency at the point of non-viability. If the NVCC Provisions were to be triggered, the maxi- mum number of common shares that could be issued based on the formula for conversion applicable to the Series 3 shares, and assuming there are no declared and unpaid dividends on the Series 3 shares or Series 4 shares, as applicable, would be 100 million. 64 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS GROUP FINANCIAL CONDITION Securitization and Off-Balance Sheet Arrangements In the normal course of operations, the Bank engages in a variety of financial transactions that, under IFRS, are either not recorded on the Bank’s Consolidated Balance Sheet or are recorded in amounts that differ from the full contract or notional amounts. These off-balance sheet arrangements involve, among other risks, varying elements of market, credit, and liquidity risks which are discussed in the “Managing Risk” section of this document. Off-balance sheet arrangements are generally undertaken for risk management, capital management, and funding management purposes and include securitizations, contractual obligations, and certain commitments and guarantees. STRUCTURED ENTITIES TD carries out certain business activities through arrangements with structured entities, including special purpose entities (SPEs). The Bank uses SPEs to raise capital, obtain sources of liquidity by securitizing certain of the Bank’s financial assets, to assist TD’s clients in securitiz- ing their financial assets, and to create investment products for the Bank’s clients. Securitizations are an important part of the financial markets, providing liquidity by facilitating investor access to specific portfolios of assets and risks. See Note 2 to the Consolidated Financial Statements for further information regarding the accounting for SPEs. Securitization of Bank-Originated Assets The Bank securitizes residential mortgages, business and government loans, personal loans, automobile loans, and credit card loans to enhance its liquidity position, to diversify sources of funding, and to optimize the management of the balance sheet. The Bank securitizes residential mortgages under the National Housing Act Mortgage-Backed Securities (NHA MBS) program spon- sored by the Canada Mortgage and Housing Corporation (CMHC). The securitization of the residential mortgages with the CMHC does not qualify for derecognition and remain on the Bank’s Consolidated Balance Sheet. Additionally, the Bank securitizes personal loans and credit card loans by selling them to Bank-sponsored SPEs that are consolidated by the Bank. The Bank also securitizes U.S. residential mortgages with U.S. government-sponsored entities which qualify for derecognition and are removed from the Bank’s Consolidated Balance Sheet. All other products securitized by the Bank were originated in Canada and sold to Canadian securitization structures. See Notes 9 and 10 to the Consolidated Financial Statements for further information. T A B L E 5 0 EXPOSURES SECURITIZED BY THE BANK AS ORIGINATOR1 (millions of Canadian dollars) Significant unconsolidated SPEs Significant consolidated SPEs As at Non-SPE third-parties Residential mortgage loans Consumer instalment and other personal loans2 Credit card loans2 Business and government loans Total exposure Residential mortgage loans Consumer instalment and other personal loans2 Credit card loans2 Business and government loans Total exposure Securitized assets $ 23,796 – – 2 $ 23,798 $ 23,157 – – 35 $ 23,192 Carrying value of retained interests Securitized assets Securitized assets Carrying value of retained interests $ – – – – $ – $ – – – – $ – $ – 6,081 – – $ 6,081 – $ 6,141 300 – $ 6,441 October 31, 2014 $ 9,765 – – 2,031 $ 11,796 $ – – – 44 $ 44 October 31, 2013 $ 16,229 – – 2,322 $ 18,551 $ – – – 52 $ 52 1 Includes all assets securitized by the Bank, irrespective of whether they are on-balance or off-balance sheet for accounting purposes, except for securitizations through U.S. government-sponsored entities. 2 In securitization transactions that the Bank has undertaken for its own assets it has acted as an originating bank and retained securitization exposure from a capital perspective. Residential Mortgage Loans The Bank securitizes residential mortgage loans through significant unconsolidated SPEs and Canadian non-SPE third-parties. Residential mortgage loans securitized by the Bank may give rise to full derecogni- tion of the financial assets depending on the individual arrangement of each transaction. In instances where the Bank fully derecognizes residential mortgage loans, the Bank may be exposed to the risks of transferred loans through retained interests. As at October 31, 2014, the Bank has not recognized any retained interests due to the securiti- zation of residential mortgage loans on its Consolidated Balance Sheet. Consumer Instalment and Other Personal Loans The Bank securitizes consumer instalment and other personal loans through consolidated SPEs. The Bank consolidates the SPEs as they serve as financing vehicles for the Bank’s assets, the Bank has power over the key economic decisions of the SPE, and the Bank is exposed to the majority of the residual risks of the SPEs. As at October 31, 2014, the SPEs had $4 billion of issued commercial paper outstanding (October 31, 2013 – $5 billion) and $2 billion of issued notes outstanding (October 31, 2013 – $1 billion). As at October 31, 2014, the Bank’s maximum potential exposure to loss for these conduits was $6 billion (October 31, 2013 – $6 billion) of which $1 billion of underlying consumer instalment and other personal loans was government insured (October 31, 2013 – $1 billion). Credit Card Loans The Bank securitizes credit card loans through a consolidated SPE as it serves as a financing vehicle for the Bank’s assets; the Bank has power over the key economic decisions of the SPE and is exposed to the majority of the residual risks of the SPE. As at October 31, 2014, the consolidated SPE had no issued notes outstanding as the remaining notes matured during the third quarter of 2014 (October 31, 2013 – $0.6 billion). As at October 31, 2014, the Bank’s maximum potential exposure to loss for this SPE was nil (October 31, 2013 – $0.6 billion). 65 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Business and Government Loans The Bank securitizes business and government loans through significant unconsolidated SPEs and Canadian non-SPE third parties. Business and government loans securitized by the Bank may be derecognized from the Bank’s balance sheet depending on the individual arrangement of each transaction. In instances where the Bank fully derecognizes busi- ness and government loans, the Bank may be exposed to the risks of transferred loans through retained interests. There are no expected credit losses on the retained interests of the securitized business and government loans as the mortgages are all government insured. Securitization of Third-Party Originated Assets Significant Consolidated Special Purpose Entities The Bank has a securitization exposure to certain third-party originated assets through a consolidated SPE. The Bank consolidates the SPE since TD has power over the key economic decisions of the SPE, it is wholly- funded by the Bank, and the Bank is exposed to the majority of the risks of the SPE. As at October 31, 2014, the consolidated SPE had $524 million (October 31, 2013 – $312 million) of assets secured by underlying trade receivables originated in the U.S. The weighted-aver- age life of these assets is 2.4 years (October 31, 2013 – 3.4 years). The Bank’s maximum potential exposure to loss due to its funding of the SPE as at October 31, 2014, was $524 million (October 31, 2013 – $312 million). As at October 31, 2014, the funding is provided primarily through a senior facility that has an AA rating from the credit rating agency. Further, as at October 31, 2014, the Bank had committed to provide an additional $96 million (October 31, 2013 – $53 million) in funding to the SPE. Significant Non-Consolidated Special Purpose Entities Multi-Seller Conduits The Bank administers multi-seller conduits and provides liquidity facilities as well as securities distribution services; it may also provide credit enhancements. Third-party originated assets are securitized through Bank-sponsored SPEs, which are not consolidated by the Bank. TD’s maximum potential exposure to loss due to its ownership interest in commercial paper and through the provision of liquidity facilities for multi-seller conduits was $9.9 billion as at October 31, 2014 (October 31, 2013 – $9.8 billion). Further, as at October 31, 2014, the Bank had committed to provide an additional $1.4 billion in liquidity facilities that can be used to support future asset-backed commercial paper (ABCP) in the purchase of deal-specific assets (October 31, 2013 – $2 billion). All third-party assets securitized by the Bank’s non-consolidated multi-seller conduits were originated in Canada and sold to Canadian securitization structures. Details of TD-administered multi-seller ABCP conduits are included in the following table. T A B L E 5 1 EXPOSURE TO THIRD PARTY-ORIGINATED ASSETS SECURITIZED BY BANK-SPONSORED CONDUITS (millions of Canadian dollars, except as noted) Residential mortgage loans Credit card loans Automobile loans and leases Equipment loans and leases Trade receivables Total exposure October 31, 2014 October 31, 2013 As at Exposure and ratings profile of unconsolidated SPEs AAA1 $ 6,395 – 1,777 – 1,753 $ 9,925 Expected weighted- average life (years)2 3.3 – 1.3 – 1.7 2.7 Exposure and ratings profile of unconsolidated SPEs AAA1,3 $ 5,701 – 2,208 – 1,887 $ 9,796 Expected weighted- average life (years)2 2.9 – 1.3 – 2.3 2.4 1 The Bank’s total liquidity facility exposure only relates to ‘AAA’ rated assets. 2 Expected weighted-average life for each asset type is based upon each of the conduit’s remaining purchase commitment for revolving pools and the expected weighted-average life of the assets for amortizing pools. 3 Certain comparative amounts have been restated to conform with the presentation adopted in the current period. As at October 31, 2014, the Bank held $1.3 billion of ABCP issued by Bank-sponsored multi-seller conduits within the Available-for-sale securities and Trading loans, securities, and other categories on its Consolidated Balance Sheet (October 31, 2013 – $1.7 billion). control processes in place to mitigate these risks. Certain commitments still remain off-balance sheet. Note 29 to the Consolidated Financial Statements provides detailed information about the maximum amount of additional credit the Bank could be obligated to extend. EXPOSURE TO THIRD PARTY SPONSORED CONDUITS The Bank has exposure to U.S. third party-sponsored conduits arising from providing liquidity facilities of $564 million as at October 31, 2014 (October 31, 2013 – $521 million), of which nil has been drawn (October 31, 2013 – nil). The assets within these conduits are comprised of individual notes backed by automotive loan receivables. As at October 31, 2014, these assets have maintained ratings from various credit rating agencies, with a minimum rating of AA. The Bank did not have any exposure to Canadian third party- sponsored conduits in the form of margin funding facilities as at October 31, 2014, and October 31, 2013. COMMITMENTS The Bank enters into various commitments to meet the financing needs of the Bank’s clients and to earn fee income. Significant commitments of the Bank include financial and performance standby letters of credit, documentary and commercial letters of credit and commitments to extend credit. These products may expose the Bank to liquidity, credit and reputational risks. There are adequate risk management and Leveraged Finance Credit Commitments Also included in “Commitments to extend credit” in Note 29 to theConsolidated Financial Statements are leveraged finance credit commitments. Leveraged finance credit commitments are agreements that provide funding to a wholesale borrower with higher levels of debt, measured by the ratio of debt capital to equity capital of the borrower, relative to the industry in which it operates. The Bank’s exposure to leveraged finance credit commitments as at October 31, 2014, was not significant (October 31, 2013 – not significant). GUARANTEES In the normal course of business, the Bank enters into various guaran- tee contracts to support its clients. The Bank’s significant types of guarantee products are financial and performance standby letters of credit, assets sold with recourse, credit enhancements, written options, and indemnification agreements. Certain guarantees remain off- balance sheet. See Note 29 to the Consolidated Financial Statements for further information regarding the accounting for guarantees. 66 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS GROUP FINANCIAL CONDITION Related-Party Transactions TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL, THEIR CLOSE FAMILY MEMBERS AND THEIR RELATED ENTITIES Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Bank, directly or indirectly. The Bank considers certain of its officers and directors and their affiliates to be key management personnel. The Bank makes loans to its key management personnel, their close family members, and their related entities on market terms and conditions with the exception of banking products and services for key management personnel, which are subject to approved policy guidelines that govern all employees. LOANS TO KEY MANAGEMENT PERSONNEL, THEIR CLOSE FAMILY MEMBERS AND THEIR RELATED ENTITIES T A B L E 5 2 (millions of Canadian dollars) Personal loans, including mortgages Business loans Total As at October 31 October 31 2013 2014 $ 4 262 $ 266 $ 3 181 $ 184 In addition, the Bank offers deferred share and other plans to non- employee directors, executives, and certain other key employees. See Note 25 to the Consolidated Financial Statements for more details. In the ordinary course of business, the Bank also provides various banking services to associated and other related corporations on terms similar to those offered to non-related parties. TRANSACTIONS WITH EQUITY-ACCOUNTED INVESTEES (1) TD AMERITRADE HOLDING CORPORATION The Bank has significant influence over TD Ameritrade Holding Corporation (TD Ameritrade) and accounts for its investment in TD Ameritrade using the equity method. Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, the Bank designated five of twelve members of TD Ameritrade’s Board of Directors including the Bank’s Group President and Chief Executive GROUP FINANCIAL CONDITION Financial Instruments Officer, its former Group President and Chief Executive Officer, two independent directors of TD, and a former independent director of TD. The following is a description of significant transactions of the Bank and its affiliates with TD Ameritrade. Insured Deposit Account (formerly known as Money Market Deposit Account) Agreement The Bank is party to an insured deposit account (IDA) agreement with TD Ameritrade, pursuant to which the Bank makes available to clients of TD Ameritrade, IDAs as designated sweep vehicles. TD Ameritrade provides marketing and support services with respect to the IDA. The Bank paid fees of $895 million in 2014 (2013 – $821 million; 2012 – $834 million) to TD Ameritrade for the deposit accounts. The fee paid by the Bank is based on the average insured deposit balance of $80 billion in 2014 (2013 – $70 billion; 2012 – $60 billion) with a portion of the fee tied to the actual yield earned by the Bank on the investments, less the actual interest paid to clients of TD Ameritrade, with the balance based on an agreed rate of return. The Bank earns a servicing fee of 25 basis points on the aggregate average daily balance in the sweep accounts (subject to adjustment based on a specified formula). As at October 31, 2014, amounts receivable from TD Ameritrade were $103 million (October 31, 2013 – $54 million). As at October 31, 2014, amounts payable to TD Ameritrade were $104 million (October 31, 2013 – $103 million). (2) TRANSACTIONS WITH SYMCOR INC. The Bank has one-third ownership in Symcor Inc. (Symcor), a Canadian provider of business process outsourcing services offering a diverse portfolio of integrated solutions in item processing, statement process- ing and production, and cash management services. The Bank accounts for Symcor’s results using the equity method of accounting. During fiscal 2014, the Bank paid $122 million (2013 – $128 million; 2012 – $128 million) for these services. As at October 31, 2014, the amount payable to Symcor was $10 million (October 31, 2013 – $10 million). The Bank and two other shareholder banks have also provided a $100 million unsecured loan facility to Symcor which was undrawn as at October 31, 2014, and October 31, 2013. As a financial institution, the Bank’s assets and liabilities are substantially composed of financial instruments. Financial assets of the Bank include, but are not limited to, cash, interest-bearing deposits, securities, loans, and derivative instruments; while financial liabilities include, but are not limited to, deposits, obligations related to securities sold short, securitization liabilities, obligations related to securities sold under repurchase agreements, derivative instruments, and subordinated debt. The Bank uses financial instruments for both trading and non-trad- ing activities. The Bank typically engages in trading activities by the purchase and sale of securities to provide liquidity and meet the needs of clients and, less frequently, by taking trading positions with the objective of earning a profit. Trading financial instruments include, but are not limited to, trading securities, trading deposits, and trading derivatives. Non-trading financial instruments include the majority of the Bank’s lending portfolio, non-trading securities, hedging deriva- tives, and financial liabilities. In accordance with accounting standards related to financial instruments, financial assets or liabilities classified as trading, loans, and securities designated at fair value through profit or loss, securities classified as available-for-sale, and all derivatives are measured at fair value in the Bank’s Consolidated Financial Statements, with the exception of certain available-for-sale securities recorded at cost. Financial instruments classified as held-to-maturity, loans and receivables, and other liabilities are carried at amortized cost using the effective interest rate method. For details on how fair values of financial instruments are determined, refer to the “Critical Accounting Estimates” – Determination of Fair Value section of this document. The use of financial instruments allows the Bank to earn profits in trading, interest, and fee income. Financial instruments also create a variety of risks which the Bank manages with its extensive risk management poli- cies and procedures. The key risks include interest rate, credit, liquidity, market, and foreign exchange risks. For a more detailed description on how the Bank manages its risk, refer to the “Managing Risk” section of this document. 67 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RISK FACTORS AND MANAGEMENT Risk Factors That May Affect Future Results In addition to the risks described in the Managing Risk section, 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 our results to differ significantly from our plans, objectives, and estimates. All forward-looking statements, including those in this MD&A, are, by their very nature, subject to inherent risks and uncer- tainties, general and specific, which may cause the Bank’s actual results to differ materially from the expectations expressed in the forward- looking statements. Some of these factors are discussed below and others are noted in the “Caution Regarding Forward-Looking Statements” section of this MD&A. TOP AND EMERGING RISKS THAT MAY AFFECT THE BANK AND FUTURE RESULTS TD 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. Many of the risks are beyond the Bank’s control and their effects, which can be difficult to predict, could cause our results to differ significantly from our plans, objectives, and estimates or could impact the Bank’s reputation or sustainability of its business model. Risks are identified, discussed, and actioned by senior risk leaders and reported quarterly to the Risk Committee of the Board. Specific plans to mitigate top and emerging risks are prepared, monitored, and adjusted as required. General Business and Economic Conditions TD and customers of the Bank operate in Canada, the U.S., and other countries. As a result, the Bank’s earnings are significantly affected by the general business and economic conditions in these regions. These conditions include short-term and long-term interest rates, inflation, fluctuations in the debt and capital markets, real estate prices, employ- ment levels, consumer spending and debt levels, business investment, government spending, exchange rates, sovereign debt risks, the strength of the economy, threats of terrorism, civil unrest, the effects of public health emergencies, the effects of disruptions to public infra- structure, natural disasters and the level of business conducted in a specific region. Management maintains an ongoing awareness of the macroeconomic environment in which it operates and incorporates potential material changes into the portfolio stress tests that are conducted. As a result, the Bank is better able to understand the likely impact of many of these negative scenarios and better manage the risks. Executing on Key Priorities and Strategies The Bank regularly has a number of priorities and strategies, including as detailed in each segment’s “Business Segment Analysis” section of this document, which may include large scale initiatives that are at various stages of development or implementation. Examples include new acquisitions, integration of recently acquired businesses, projects to meet new regulatory requirements or enhancement of existing technology. Risk can be elevated due to the size, scope, and complex- ity of projects, the limited timeframes to complete the projects and competing priorities for limited, specialized resources. In respect of acquisitions, the Bank undertakes thorough due diligence before completing an acquisition and closely monitors integration activities and performance post acquisition. However, there is no assurance that TD will achieve its objectives, including anticipated cost savings, or revenue synergies following acquisitions and integration. In general, while significant management attention is in place on the governance, oversight, methodology, tools, and resources to manage our priorities and strategies, our ability to execute on them are depen- dent on a number of assumptions and factors. These include those set out in the “Business Outlook” and “Risk Management” sections of this document, as well as on disciplined resource and expense manage- ment and our ability to implement (and the costs associated with the implementation of) enterprise-wide programs to comply with new or enhanced regulations or regulator demands, all of which may not be in the Bank’s control and are difficult to predict. If any of the Bank’s acquisition, strategic plans or priorities do not meet with success, there could be an impact on the Bank’s operations and financial performance and the Bank’s earnings could grow more slowly or decline. Technology and Information Security Risk Technology and information security risks for large financial institutions like the Bank have increased in recent years. This is due, in part, to the proliferation, sophistication and constant evolution of new technologies and attack methodologies used by socio political entities, organized criminals, hackers and other external parties. The increased risks are also a factor of our size and scale of operations, our geographic foot- print, and our use of internet and telecommunications technologies to conduct financial transactions, such as our continued development of mobile and internet banking platforms. The Bank’s technologies, systems and networks, and those of our customers and the third parties providing services to us, may be subject to attacks, breaches or other compromises. These may include cyber-attacks such as targeted attacks on banking systems and applications, malicious software, denial of service attacks, phishing attacks and theft of data. The Bank actively monitors, manages and continues to enhance its ability to mitigate these technology and information security risks through enterprise- wide programs, industry best practices, and robust threat and vulnera- bility assessments and responses. It is possible that the Bank, or those with whom the Bank does business, may not anticipate or implement effective measures against all such risks, particularly because the techniques used change frequently and risks can originate from a wide variety of sources that have also become increasingly sophisticated. As such, with any attack, breach or compromise of technology or information systems, hardware or related processes, the Bank may experience, among other things, financial loss, a loss of customer or business opportunities, disruption to operations, misappropriation or unauthorized release of confidential, financial or personal information, litigation, regulatory penalties or intervention, remediation, investiga- tion or restoration cost, and reputational damage. 68 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISEvolution of Fraud and Criminal Behaviour The Bank is routinely exposed to various types of fraud. The sophistica- tion, complexity and materiality of these crimes is evolving quickly. In deciding whether to extend credit or enter into other transactions with customers or counterparties, the Bank may rely on information furnished by or on behalf of such other parties including financial statements and financial information. The Bank may also rely on the representations of customers and counterparties as to the accuracy and completeness of such information. In addition to the risk of mate- rial loss that could result in the event of a financial crime, client and market confidence in the Bank could be potentially impacted. TD has invested in a coordinated approach to strengthen the Bank’s fraud defenses and build upon existing practices in Canada and the U.S. The Bank continues to introduce new capabilities and defenses that will help achieve an enhanced position to combat more complex fraud. Third Party Service Providers The Bank recognizes the value of using third parties to support its business, as they provide access to leading processes and solutions, specialized expertise, innovation, economies of scale and operational efficiencies. However, they also create a reliance upon the continuity, reliability and security of these relationships and their associated processes, people and facilities. As the financial services industry and its supply chains become more complex, the need for robust, sophisti- cated controls and ongoing oversight also grows. Just as the Bank’s own services, information technology, facilities and processes could be subject to failures or disruptions as a result of human error, natural disasters, utility disruptions, and criminal or terrorist acts (such as cyber-attacks) each of its suppliers may be exposed to similar risks which could in turn impact the Bank’s operations. Such adverse effects could limit TD’s ability to deliver products and services to customers, and/or damage the Bank’s reputation. Consequently, the Bank has established expertise and resources dedicated to third party supplier risk management, and policies and procedures governing third party relationships from the point of selection through the life cycle of both the relationship and the good or service. The Bank develops and tests robust business continuity management plans which contemplate customer, employee, and operational implications, including technol- ogy and other infrastructure contingencies. Introduction of New and Changes to Current Laws and Regulations The introduction of new, and changes to current laws and regulations, changes in interpretation of existing laws and regulations, judicial deci- sions, as well as the fiscal, economic and monetary policies of various regulatory agencies in Canada and the U.S. and other countries inter- nationally, and changes in their interpretation or implementation, could adversely affect TD’s operations and profitability. Such adverse effects may include incurring additional costs and resources to address initial and ongoing compliance; limiting the types or nature of products and services the Bank can provide and fees it can charge; unfavourably impacting the pricing and delivery of products and services the Bank provides; and increasing the ability of new and existing competitors to compete with their pricing, products and services (including, in jurisdic- tions outside Canada, the favouring of certain domestic institutions). In particular, the most recent financial crisis resulted in, and could further result in, unprecedented and considerable change to laws and regulations applicable to financial institutions and the financial industry. In addition to the adverse impacts described above, the Bank’s failure to comply with applicable laws and regulations could result in sanctions and financial penalties that could adversely impact its earnings and its operations and damage its reputation. Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), a United States federal law, was signed into law on July 21, 2010. It requires significant structural reform to the U.S. financial services industry and ultimately affects every financial institution operating in the U.S., including the Bank. Due to certain extraterritorial aspects, it also impacts the Bank’s operations outside the U.S., including in Canada. Many parts of the law are now in effect and others are now in the implementation stage, while regulations on other portions of the law remain to be finalized. Certain of the rules that impact the Bank include: • The “Volcker Rule” − In December 2013, the U.S. Federal Reserve and other U.S. federal regulatory agencies issued final regulations implementing the Volcker Rule provision of Dodd-Frank, which restricts banking entities from engaging in proprietary trading and from sponsoring or investing in certain hedge funds and private equity funds. Under the final Volcker Rule regulations, banking entities are required to conform their covered trading activities, investments and sponsorship activities to the Volcker Rule by July 21, 2015, absent an applicable exemption or further extension to the conformance period by the Federal Reserve − The Bank has established conformance plans, where relevant, but we are still in the process of evaluating the full impact of the Volcker Rule on our current activities. The Volcker Rule has and will likely continue to increase our operational and compliance costs, and may also restrict certain of our trading and fund investment or sponsorship activities. • Debit Interchange − On July 31, 2013, the U.S. District Court for the District of Columbia issued a ruling regarding the Federal Reserve’s rules implementing a limit on debit interchange fees. The district court’s ruling effectively required the Federal Reserve to lower the cap on debit interchange fees by requiring the Federal Reserve to recalculate the cap without considering certain costs to issuers. Subsequently, the Appellate court overturned the District Court’s decision. That Appellate court decision is now under appeal by the merchant plaintiffs. If the Federal Reserve, upon final resolution of the dispute, implements a lower cap on debit interchange fees, there may be adverse impact on our debit card interchange fee revenue. • Capital planning and Stress testing − Pursuant to the Federal Reserve’s Comprehensive Capital Analysis and Review (CCAR) process, we must submit our capital plan and stress test results to the Federal Reserve on an annual and semi-annual basis respectively, beginning in 2016. In addition, TD Bank, N.A. and TD Bank USA are required to conduct stress testing pursuant to the requirements of the Office of the Comptroller of the Currency (OCC), which also defines the stress test scenarios. Any issues arising from stress test- ing may negatively impact the Bank’s market position, businesses, operations and reputation and lead to increased costs. • Intermediate Holding Company − On February 18, 2014, the U.S. Federal Reserve adopted a final rule that imposes “enhanced prudential standards” on the operations of foreign banking organi- zations (FBO) with consolidated assets of $10 billion or more in the U.S., such standards including, for example, enhanced capital and liquidity standards, stress testing requirements, and risk manage- ment standards. In addition, FBOs with consolidated U.S. assets of $50 billion or more, such as the Bank, must place all of their U.S. operations (excluding branch and agency operations) under a top- tier U.S. intermediate holding company (IHC), with 90 percent of assets being transferred to the IHC by July 1, 2016, and the remain- ing by July 1, 2017. It is anticipated that the foregoing actions will likely require TD to incur operational and compliance costs and may impact its businesses, operations and results in the U.S. and overall. 69 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISPrinciples for Effective Risk Data Aggregation In January 2013, the Basel Committee on Banking Supervision (BCBS) finalized their ‘Principles for Effective Risk Data Aggregation and Reporting’. The principles provide guidelines for areas such as: gover- nance of risk data, architecture and infrastructure, accuracy, complete- ness, timeliness, and adaptability of reporting. As a result, the bank faces increased complexity with respect to operational compliance and may incur increased compliance and operating costs. The Bank has assessed itself against each of the principles at enterprise and risk specific levels. Programs are in place to manage the enhancement of Risk Data Aggregation. Level of Competition and Disruptive Technology The Bank currently operates in a highly competitive industry and its performance is impacted by the level of competition. Customer retention and attraction of new customers can be influenced by many factors, such as pricing and distribution of products or services. Deterioration in these factors or a loss of market share could adversely affect the Bank’s earnings. The Bank operates in a global environment and laws and regulations that apply to it may not universally apply to competitors in various jurisdictions creating an uneven playing field that may favour certain domestic institutions. In addition, other types of financial institutions, such as insurance companies, as well as non- financial institutions are increasingly offering products and services traditionally offered by banks and through other distribution methods including internet and mobile technology. The nature of disruption is such that it can be difficult to anticipate and/or respond adequately, representing inherent risks to certain businesses including payments. This type of competition could adversely impact the Bank’s earnings by reducing fee revenue and net interest income. Each of the business segments of the Bank monitors the competitive environment including reviewing and amending customer acquisition and management strate- gies as appropriate. The Bank has been investing in enhanced capabili- ties for our customers to transact across all of our channels seamlessly, with a particular emphasis on mobile technologies. The Bank has instituted an enterprise-wide regulatory reform delivery program to analyze and implement applicable Dodd-Frank rules and regulations in an integrated and comprehensive manner. However, the full extent and magnitude of the adjustments to our businesses that will be required under Dodd-Frank, and our ability to make them, remain unclear and difficult to predict. As such, in general, in connec- tion with Dodd-Frank regulations and actions by regulators, the Bank could be negatively impacted by loss of revenue, limitations on the products or services it offers, and additional compliance costs. Basel III OSFI’s guideline on “Liquidity Adequacy Requirements” (LAR) requires banks to meet the Basel III Liquidity Coverage Ratio (LCR) of 100% starting in January 2015 and the Net Stable Funding Ratio (NSFR) start- ing in January 2018. The Bank has been managing its liquidity risk under a prudent framework and is making necessary adjustments to ensure compliance with LCR while maintaining liquidity levels within the Risk Appetite of the Bank. Certain business lines will be modestly impacted by the cost of implementing regulatory liquidity measures. In addition, the Basel III Leverage Ratio is a non-risk based ratio that acts as a supplementary measure to the risk-based capital require- ments, with the objective of constraining the build-up of excess lever- age in the banking sector. Effective January 1, 2015, the Leverage Ratio replaces the Assets-to-Capital multiple and is required to be publicly disclosed. The Bank continues to monitor and manage its capital and asset levels to ensure compliance. Consumer Businesses Our consumer businesses are subject to extensive regulation and over- sight. Regulatory change is occurring in all of the geographies we operate, with some of the most significant changes arising in the U.S. where, for instance, Dodd-Frank established the Consumer Financial Protection Bureau (CFPB), a regulatory agency with its own examina- tion and enforcement authority. Regulators in the U.S. have demon- strated a trend towards establishing new standards and best practice expectations via enforcement actions and an increased use of public enforcement with substantial fines and penalties when compliance breaches occur. TD continually monitors and evaluates the potential impact of rules, proposals, consent orders and regulatory guidance relevant to its consumer businesses and has a Fair & Responsible Banking Compliance group which provides oversight, monitoring and analysis of fair lending and unfair, deceptive or abusive acts or practices risks. However, while we devote substantial compliance, legal and operational business resources to facilitate compliance with these rules by their respective effective dates, it is possible that we may not be able to accurately predict the impact of final versions of rules or enforcement actions taken by regulators. In addition, regula- tors may continue to take formal enforcement action, rather than taking informal supervisory actions, more frequently than they have done historically. As a result of the foregoing, despite its prudence and management efforts, the Bank’s operations and its product and service offerings may be adversely impacted, therefore impacting financial results. Also, it may be determined that the Bank has not successfully addressed new rules, orders or enforcement actions to which it is subject. As such, the Bank may continue to face a greater number or wider scope of investigations, enforcement actions and litigation, and the Bank may incur fines, penalties or judgments not in its favour associated with non-compliance, all of which could also lead to negative impacts on the Bank’s financial performance. 70 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISRISK FACTORS AND MANAGEMENT Managing Risk EXECUTIVE SUMMARY Growing profitability in financial services involves selectively taking and managing risks within TD’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 TD’s businesses to ensure it can meet its future strategic objectives. The Bank’s Enterprise Risk Framework (ERF) reinforces TD’s risk culture, which emphasizes transparency and accountability, and supports a common understanding among stakeholders of how the Bank manages risk. The ERF addresses: (1) the nature of risks to the Bank’s business strategy and operations; (2) how the Bank defines the types of risk it is exposed to; (3) risk management governance and organization; and (4) how the Bank manages risk through processes that identify and assess, measure, control, and monitor and report risk. The Bank’s risk management resources and processes are designed to both challenge and enable all its businesses to understand the risks they face and to manage them within TD’s risk appetite. RISKS INVOLVED IN TD’S BUSINESSES TD’s Risk Inventory describes the major risk categories and related subcategories to which the Bank’s businesses and operations could be exposed. The Risk Inventory facilitates consistent risk identification and is the starting point in developing risk management strategies and processes. TD’s major risk categories are: Strategic Risk, Credit Risk, Market Risk, Operational Risk, Insurance Risk, Liquidity Risk, Capital Adequacy Risk, Legal and Regulatory Compliance Risk, and Reputational Risk. Major Risk Categories Strategic Risk Credit Risk Market Risk Operational Risk Insurance Risk Liquidity Risk Capital Adequacy Risk Legal and Regulatory Compliance Risk Reputational Risk RISK APPETITE TD’s Risk Appetite Statement (RAS) is the primary means used to communicate how TD defines risk and determines the risks it is willing to take. In defining its risk appetite, The Bank takes into account its vision, mission, strategy, guiding principles, risk philosophy, and capac- ity to bear risk. The guiding principles for TD’s RAS are as follows: The Bank 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, or product. 3. Do not risk harming the TD brand. TD considers current conditions and the impact of emerging risks in developing and applying its risk appetite. Adherence to enterprise risk appetite is managed and monitored across the Bank and is informed by the RAS and a broad collection of principles, policies, processes, and tools. TD’s RAS describes by major risk category the Bank’s risk princi- ples and establishes both qualitative and quantitative measures with key indicators, thresholds, and limits, as appropriate. RAS measures consider both normal and stress scenarios and include those that can be aggregated at the enterprise level and disaggregated at the business segment level. Risk Management is responsible for establishing practices and processes to formulate, monitor, and report on TD’s RAS measures. The function also monitors and evaluates the effectiveness of these practices and measures. RAS measures are reported regularly to senior management, the Board, and the Risk Committee of the Board (Risk Committee); other RAS measures are tracked on an ongoing basis by management, and escalated to senior management and the Board, as required. Risk Management regularly assesses management’s performance against TD’s RAS measures. RISK CULTURE The Bank’s risk culture embodies the “tone at the top” set by the Board, Chief Executive Officer (CEO), and Senior Executive Team (SET), which informs TD’s vision, mission, guiding principles, and leadership profile. These governing objectives describe the attitudes and behav- iours that the Bank seeks to foster, among its employees, in building a culture where the only risks taken are those that can be understood and managed. TD’s risk culture promotes accountability, learning from past experiences, and encourages open communication and transpar- ency on all aspects of risk taking. TD employees are encouraged to challenge and escalate when they believe the Bank is operating outside of its risk appetite. Ethical behaviour is a key component of TD’s risk culture. TD’s Code of Conduct and Ethics guides employees and Directors to make deci- sions that meet the highest standards of integrity, professionalism, and ethical behaviour. Every TD employee and Director is expected and required to assess business decisions and actions on behalf of the organization in light of whether it is right, legal, and fair. TD’s desired risk culture is reinforced by linking compensation to management’s performance against the Bank’s risk appetite. Performance against risk appetite is a key consideration in determining compensation for execu- tives, including adjustments to incentive awards both at the time of award and again at maturity for deferred compensation. An annual consolidated assessment of management’s performance against the RAS prepared by Risk Management and reviewed by the Risk Committee is used by the Human Resources Committee as a key input into compensation decisions. All executives are individually assessed against objectives that include consideration of risk and control behav- iours. This comprehensive approach allows the Bank to consider whether the actions of executive employees resulted in risk and control events within their area of responsibility. 71 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISIn addition, governance, risk, and oversight functions operate inde- pendently from business segments supported by an organizational structure that provides independent oversight and objective challenge. Governance, risk, and oversight function heads, including the Chief Risk Officer (CRO), have unfettered access to respective Board Committees to raise risk, compliance, and other issues. Lastly, aware- ness and communication of TD’s RAS and the ERF take place across the organization through enterprise risk communication programs, employee orientation and training, and participation in internal risk management conferences. These activities further strengthen TD’s risk culture by increasing the knowledge and understanding of the Bank’s expectations for risk taking. WHO MANAGES RISK TD’s risk governance structure emphasizes and balances strong inde- pendent oversight with clear ownership for risk control within each business segment. Under the Bank’s approach to risk governance, business segments are accountable for risks arising in their business and are responsible for identifying, assessing and measuring the risks, as well as designing and implementing mitigating controls. Business segments also monitor and report on the ongoing effectiveness of their controls to safeguard TD from exceeding its risk appetite. The Bank’s risk governance model includes a senior management committee structure that is designed to support transparent risk report- ing and discussions. TD’s overall risk and control oversight is provided by the Board and its committees (primarily the Audit and Risk Committees). The CEO and SET determine the Bank’s long-term direction within the Bank’s risk appetite and apply it to the business segments. Risk Management, headed by the Group Head and CRO, recommends enterprise risk strategy and policy and provides independent oversight to support a comprehensive and proactive risk management approach. The CRO, who is also a member of the SET, has unfettered access to the Risk Committee. The Bank also employs a “three lines of defense” model to describe the role of business segments (First Line), governance, risk, and oversight functions, such as Risk Management, and Legal and Regulatory Compliance functions (Second Line), and Internal Audit (Third Line) in managing risk across TD. Within the U.S. Retail business segment, additional risk and control oversight is provided by a separate and distinct Board of Directors which includes a fully independent Board Risk Committee and Board Audit Committee. The U.S. Chief Risk Officer (U.S. CRO) has unfet- tered access to the Board Risk Committee. The following section provides an overview of the key roles and responsibilities involved in risk management. The Bank’s risk governance structure is illustrated in the following figure. RISK GOVERNANCE STRUCTURE Board of Directors Audit Committee Risk Committee Chief Executive Officer Senior Executive Team CRO Executive Committees Enterprise Risk Management Committee (ERMC) Asset/Liability & Capital Committee (ALCO) Operational Risk Oversight Committee (OROC) Disclosure Committee Reputational Risk Committee (RRC) Governance, Risk and Oversight Function Business Segments Internal Audit Canadian Retail U.S. Retail Wholesale Banking Internal Audit 72 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe Board of Directors The Board oversees the Bank’s strategic direction, the implementation of an effective risk management culture, and the internal control framework across the enterprise. It accomplishes its risk management mandate both directly and indirectly through its four committees, primarily the Risk Committee and the Audit Committee, as well as the Human Resources and Corporate Governance Committees. On an annual basis, the Board reviews and approves TD’s RAS and related measures to ensure ongoing relevance and alignment with TD’s strategy. The Risk Committee The Risk Committee is responsible for reviewing and challenging TD’s RAS prior to recommending it for approval by the Board annually. The Risk Committee oversees the management of TD’s risk profile and performance against its risk appetite. In support of this oversight, the Committee reviews, challenges, and approves certain enterprise risk management policies that support compliance with TD’s risk appetite, and monitors the management of risks and risk trends via the quarterly review of the risk dashboard. The Audit Committee The Audit Committee, in addition to overseeing financial reporting, assesses the adequacy and effectiveness of internal controls, including controls over relevant enterprise risk management processes and the activities of the Bank’s Global Anti-Money Laundering (AML) and Compliance groups. The Committee monitors compliance with policies in respect of ethical personal and business conduct, including the Bank’s Code of Conduct and Ethics. The Human Resources Committee The Human Resources Committee, in addition to its other responsibili- ties, satisfies itself that Human Resources risks are appropriately identified and assessed, measured, controlled, and monitored in a manner consistent with the risk programs within the Bank, and with the sustainable achievement of the Bank’s business objectives. The Corporate Governance Committee The Corporate Governance Committee, in addition to its other respon- sibilities, develops, and where appropriate, recommends to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at TD. Chief Executive Officer and Senior Executive Team The CEO and the SET develop and recommend to the Board the Bank’s long-term strategic plan and direction and also develop and recom- mend for Board approval TD’s risk appetite. The SET manages enterprise risk in accordance with TD’s risk appetite and considers the impact of emerging risks on the Bank’s strategy. This accountability includes identifying and reporting significant risks to the Risk Committee. Executive Committees The CEO, in consultation with the CRO, designates TD’s Executive Committees, which are chaired by SET members. The committees meet regularly to oversee governance, risk and control activities and to review and monitor risk strategies and related risk activities and practices. The ERMC, chaired by the CEO, oversees the management of major enterprise governance, risk, and control activities and promotes an inte- grated and effective risk culture. The following Executive Committees have been established to manage specific major risks based on the nature of the risk and related business activity: • ALCO – chaired by the Group Head, Insurance, Credit Cards, and Enterprise Strategy, ALCO oversees directly and through its standing subcommittees (the Risk Capital Committee, Global Liquidity Forum and Enterprise Investment Committee) the management of TD’s non-trading market risk and each of its consolidated liquidity, funding, investments, and capital positions. • OROC – chaired by the CRO, OROC oversees the strategic assess- ment of TD’s governance, control, and operational risk structure. • Disclosure Committee – chaired by the Group Head, Finance, Sourcing and Corporate Communications and Chief Financial Officer, the Disclosure Committee ensures that appropriate controls and procedures are in place and operating to permit timely, accu- rate, balanced, and compliant disclosure to regulators, shareholders, and the market. • RRC – chaired by the CRO, RRC oversees that corporate and busi- ness initiatives, as well as matters escalated under the Reputational Risk Policy, with significant reputational risk profiles receive adequate review for reputational risk implications prior to implementation. Risk Management The Risk Management function, headed by the CRO, provides inde- pendent oversight of enterprise risk management, risk governance, and control and is responsible for establishing risk management strat- egy, frameworks, policies, and practices. Risk Management’s primary objective is to support a comprehensive and proactive approach to risk management that promotes a strong risk management culture. Risk Management works with the business segments and other corporate oversight functions to establish policies, standards, and limits that align with TD’s risk appetite and monitors and reports on existing and emerging risks and compliance with TD’s risk appetite. The CRO is supported by a dedicated team of risk management professionals organized to oversee risks arising from each of the Bank’s major risk categories. There is an established process in place for the identification and assessment of top and emerging risks. In addition, the Bank has clear procedures governing when and how risk events and issues are brought to the attention of senior management and the Risk Committee. Business Segments Each business segment has a dedicated risk management function that reports directly to a senior risk executive, who, in turn, reports to the CRO. This structure supports an appropriate level of central oversight while emphasizing accountability for risk within the business segment. Business management is responsible for recommending the business- level risk appetite and measures, which are reviewed and challenged by Risk Management, endorsed by the ERMC and approved by the CEO, to align with TD’s risk appetite and manage risk within approved risk limits. Internal Audit TD’s internal audit function provides independent assurance to the Board regarding the effectiveness of risk management, control, and governance processes employed to ensure compliance with TD’s risk appetite. Internal Audit reports on its evaluation to management and the Board. Compliance The mandate of TD’s Compliance Department is to manage compli- ance risk across the Bank to align with the policies established and approved by the Audit and Risk Committees. The Compliance Department is responsible for establishing risk-based programs and standards to proactively manage known and emerging compliance risk across TD. The Compliance Department provides independent oversight and delivers operational control processes to comply with applicable legislation and regulatory requirements. Anti-Money Laundering The Global AML group establishes a risk-based program with standards to proactively manage known and emerging AML compliance risk across the Bank. The AML group provides independent oversight and delivers operational control processes to comply with the applicable legislation and regulatory requirements. Business segments are accountable for AML risk and are responsible for identifying and assessing the risk, measuring, designing, and implementing mitigating controls, as well as monitoring the risk. 73 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISTreasury and Balance Sheet Management The Treasury and Balance Sheet Management (TBSM) group manages, directs, and reports on the Bank’s capital and investment positions, interest rate risk, liquidity and funding risk, and the market risks of TD’s non-trading banking activities. The Risk Management function oversees TBSM’s capital and investment activities. Three Lines of Defense In order to further the understanding of responsibilities for risk management, the Bank employs a “three lines of defense” model that describes the roles and responsibilities of the business segments, governance, risk and oversight functions, and Internal Audit in managing risk across the Bank. The following chart describes the respective accountabilities of each line of defense at TD. THREE LINES OF DEFENCE First Line Identify and Control Business Segment Accountabilities • Manage and identify risk in day-to-day activities owned by the line of business. • Ensure activities are within TD’s risk appetite and risk management policies. • Design, implement, and maintain effective internal controls. • Implement risk based approval processes for all new products, services, activities, processes, and systems. • Deliver training, tools, and advice to support its accountabilities. • Monitor and report on risk profile. Second Line Governance, Risk, and Oversight Function Accountabilities Set Standards and Challenge • Establish enterprise governance, risk, and control strategies and policies. • Provide oversight and independent challenge to the First Line of defense through review, inquiry, and discussion. • Develop and communicate governance, risk, and control policies. • Provide training, tools, and advice to support the First Line of defense in carrying out its accountabilities. • Monitor and report on compliance with risk appetite and policies. Third Line Internal Audit Accountabilities Independent Assurance • Verify independently that TD’s ERF is operating effectively. • Validate the effectiveness of the First and Second Lines of defense in fulfilling their mandates and managing risk. In support of a strong risk culture, TD applies the following principles to how it manages risks: • Enterprise-Wide in Scope – Risk Management will span all areas of TD, including third-party alliances and joint venture undertakings to the extent they may impact TD, and all boundaries, both geographic and regulatory. • Transparent and Effective Communication – Matters relating to risk will be communicated and escalated in a timely, accurate, and forthright manner. • Enhanced Accountability – Risks will be explicitly owned, under- stood, and actively managed by business management and all employees, individually and collectively. • Independent Oversight – Risk policies, monitoring, and reporting will be established and conducted independently and objectively. • Integrated Risk and Control Culture – Risk management disci- plines will be integrated into TD’s daily routines, decision-making, and strategy. • Strategic Balance – Risk will be managed to an acceptable level of exposure, recognizing the need to protect and grow shareholder value. APPROACH TO RISK MANAGEMENT PROCESSES TD’s approach to the risk management process is comprised of four basic components: identification and assessment, measurement, control, and monitoring and reporting. Risk Identification and Assessment Risk identification and assessment is focused on recognizing and understanding existing risks, risks that may arise from new or evolving business initiatives, and emerging risks from the changing environment. The Bank’s objective is to establish and maintain integrated risk identi- fication and assessment processes that enhance the understanding of risk interdependencies, consider how risk types intersect, and support the identification of emerging risk. To that end, TD’s Enterprise-Wide Stress Testing (EWST) program enables senior management, the Board, and its committees to identify and assess enterprise-wide risks and understand potential vulnerabilities for the Bank. Risk Measurement The ability to quantify risks is a key component of the Bank’s risk management process. TD’s risk measurement process aligns with regu- latory requirements such as capital adequacy, leverage ratios, liquidity measures, stress testing, and maximum credit exposure guidelines established by its regulators. Additionally, the Bank has a process in place to quantify risks to provide accurate and timely measurements of the risks it assumes. In quantifying risk, the Bank uses various risk measurement method- ologies, including Value-at-Risk (VaR) analysis, scenario analysis, stress testing, and limits. Other examples of risk measurements include credit exposures, provision for credit losses, peer comparisons, trending analysis, liquidity coverage, leverage ratios, and capital adequacy metrics. The Bank also requires significant business segments and corporate oversight functions to assess their own key risks and internal controls annually through a structured strategic Risk and Control Self- Assessment (RCSA) program and an ongoing process RCSA program. Internal and external risk events are monitored to assess whether the Bank’s internal controls are effective. This allows the Bank to identify, escalate, and monitor significant risk issues as needed. 74 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISRisk Control TD’s risk control processes are established and communicated through Risk Committee and Management approved policies, and associated management approved procedures, control limits, and delegated authorities which reflect TD’s risk appetite and risk tolerances. The Bank’s approach to risk control also includes risk and capital assessments to appropriately capture key risks in TD’s measurement and management of capital adequacy. This involves the review, challenge, and endorsement by senior management committees of ICAAP and related economic capital practices. At TD, performance is measured based on the allocation of risk-based capital to businesses and the cost charged against that capital. Risk Monitoring and Reporting The Bank monitors and reports on risk levels on a regular basis against TD’s risk appetite and Risk Management reports on its risk monitoring activities to senior management, the Board and its Committees, and appropriate executive and management committees. The ERMC, the Risk Committee, and the Board also receive annual and periodic reporting on enterprise-wide stress testing and an annual update on the Bank’s ICAAP. Complementing regular risk monitoring and report- ing, ad hoc risk reporting is provided to senior management, the Risk Committee, and the Board, as appropriate, for new and emerging risk or any significant changes to the Bank’s risk profile. Enterprise-Wide Stress Testing EWST at TD is part of the long-term strategic, financial and capital planning exercise that helps validate the risk appetite of the Bank. TD’s EWST program involves the development, application, and assessment of severe, but plausible, stress scenarios on earnings, capital and liquidity. It enables management to identify and articulate enterprise- wide risks and understand potential vulnerabilities that are relevant to TD’s risk profile. Stress testing engages senior management in each business segment, Finance, TBSM, Economics and Risk Management. The Risk Capital Committee, which is a subcommittee of the Asset Liability and Capital Committee, provides oversight of the processes and practices governing the EWST program. As part of its 2014 program, the Bank evaluated two internally generated macroeconomic stress scenarios covering a range of severi- ties and duration, as described below. The scenarios were constructed to cover a wide variety of risk factors meaningful to TD’s risk profile in both the North American and global economies. Stressed macroeco- nomic variables such as unemployment, GDP, resale home prices and interest rates were forecast over the stress horizon which drives the assessment of impacts. In both scenarios evaluated in the 2014 program, the Bank remained adequately capitalized with management actions. Results of the scenarios were reviewed by senior executives, incorporated in the Bank’s planning process, and presented to the Risk Committee and the Board. ENTERPRISE-WIDE STRESS SCENARIOS Extreme Scenario Severe Scenario • The scenario emanates from a banking crisis stemming from emerg- ing markets leading to sovereign and private sector defaults and a subsequent global recession. Wholesale funding markets around the world experience massive disruptions, as confidence in the banking system rapidly deteriorates. • The severe scenario is modeled from historical recessions that have taken place in the United States and Canada. The recessions extend four consecutive quarters followed by a modest recovery. • Deterioration in key macroeconomic variables such as GDP, home prices and unemployment align with historically observed recessions. • External shocks to the Canadian economy trigger an unwinding of household imbalances. Unemployment rises sharply as home prices deteriorate significantly. Separate from the EWST program, the Bank’s U.S. based subsidiaries complete their own capital planning and regulatory stress testing exer- cises. These include Office of the Comptroller (OCC) Dodd-Frank Act Stress Testing (DFAST) requirements for operating banks, and the Federal Reserve Board’s capital plan rule and related Comprehensive Capital and Analysis Review (CCAR) requirements beginning in 2015 for the holding company. TD also employs reverse stress testing as part of a comprehensive Crisis Management Recovery Planning program to assess potential mitigating actions and contingency planning strategies. The scenario contemplates significantly stressful events that would result in TD reaching the point of non-viability in order to consider meaningful remedial actions for replenishing the Bank’s capital and liquidity position. 75 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISStrategic Risk Strategic risk is the potential for financial loss or reputational damage arising from ineffective business strategies, improper implementation of business strategies, or a lack of responsiveness to changes in the business environment. Business strategies include merger and acquisition activities. WHO MANAGES STRATEGIC RISK The CEO manages strategic risk supported by the members of the SET and the ERMC. The CEO, together with the SET, defines the overall strategy, in consultation with, and subject to approval by the Board. The Enterprise Strategy group, under the leadership of the Group Head Insurance, Credit Cards, and Enterprise Strategy is charged with devel- oping the Bank’s overall long-term and short-term strategy with input and support from senior executives across TD. In addition, each member of the SET is responsible for establishing and managing long- term and short-term strategies for their business areas (organic and through acquisitions), and for ensuring such strategies are aligned with the overall enterprise strategy and risk appetite. Each SET member is also accountable to the CEO for identifying and assessing, measuring, controlling and reporting on the effectiveness and risks of their busi- ness strategies. The ERMC oversees the identification and monitoring of significant and emerging risks related to TD’s strategies and ensures that mitigating actions are taken where appropriate. The CEO, SET members, and other senior executives report to the Board on the implementation of the Bank’s strategies, identifying the risks within those strategies, and explaining how they are managed. HOW TD MANAGES STRATEGIC RISK The strategies and operating performance of significant business units and corporate functions are assessed regularly by the CEO and the relevant members of the SET through an integrated financial and stra- tegic planning process, management meetings, operating/financial reviews, and strategic business reviews. The Bank’s annual planning process considers individual segment long-term and short-term strate- gies and associated key initiatives while also establishing enterprise asset concentration limits. The process evaluates alignment between segment-level and enterprise-level strategies and risk appetite. Once the strategy is set, regular strategic business reviews conducted throughout the year ensure that alignment is maintained. The reviews include an evaluation of the strategy of each business, the overall operating environment including competitive position, performance assessment, initiatives for strategy execution, and key business risks. The frequency of strategic business reviews depends on the risk profile and size of the business or function. The overall state of Strategic Risk and adherence to TD’s risk appetite is reviewed by the ERMC in the normal course. Additionally, each material acquisition is assessed for its fit with the Bank’s strategy and risk appetite in accordance with its Due Diligence Policy. This assessment is reviewed by the SET and Board as part of the decision process. The shaded areas of this MD&A represent a discussion on risk manage- ment policies and procedures relating to credit, market, and liquidity risks as required under IFRS 7, which permits these specific disclosures to be included in the MD&A. Therefore, the shaded areas which include Credit Risk, Market Risk, and Liquidity Risk, form an integral part of the audited Consolidated Financial Statements for the years ended October 31, 2014 and 2013. Credit Risk Credit risk is the risk of loss if a borrower or counterparty in a transaction fails to meet its agreed payment obligations. Credit risk is one of the most significant and pervasive risks in bank- ing. Every loan, extension of credit, or transaction that involves the transfer of payments between the Bank and other parties or financial institutions exposes the Bank to some degree of credit risk. The Bank’s primary objective is to be methodical in its credit risk assessment so that the Bank can better understand, select, and manage its exposures to reduce significant fluctuations in earnings. The Bank’s strategy is to ensure central oversight of credit risk in each business, and reinforce a culture of transparency, accountability, independence, and balance. WHO MANAGES CREDIT RISK The responsibility for credit risk management is enterprise-wide. To reinforce ownership of credit risk, credit risk control functions are inte- grated into each business, but each credit risk control unit separately reports to Risk Management to ensure objectivity and accountability. Each business segment’s credit risk control unit is responsible for its credit decisions and must comply with established policies, exposure guidelines, credit approval limits, and policy/limit exception procedures. It must also adhere to established enterprise-wide standards of credit assessment and obtain Risk Management’s approval for credit decisions beyond their discretionary authority. Risk Management provides independent oversight of credit risk by developing policies that govern and control portfolio risks, and prod- uct-specific policies, as required. The Risk Committee of the Board oversees the management of credit risk and annually approves major credit risk policies. HOW TD MANAGES CREDIT RISK The Bank’s Credit Risk Management Framework outlines the internal risk and control structure to manage credit risk and includes risk appe- tite, policies, and processes, as well as limits and governance. The Credit Risk Management Framework is maintained by Risk Management and supports alignment with the Bank’s risk appetite for credit risk. Risk Management centrally approves all credit risk policies and credit decision-making strategies, including policy and limit exception management guidelines, as well as the discretionary limits of officers throughout the Bank for extending lines of credit. Limits are established to monitor and control country, industry, product, geographic, and group exposure risks in the portfolios in accordance with enterprise-wide policies. In TD’s Retail businesses, the Bank uses established underwriting guidelines (which includes collateral and loan-to-value constraints) along with approved scoring techniques and standards in extending, monitoring, and reporting personal credit. Credit scores and decision strategies are used in the origination and ongoing management of new and existing retail credit exposures. Scoring models and decision strategies utilize a combination of borrower attributes, including employment status, existing loan exposure and performance, and size of total bank relationship, as well as external data such as credit bureau information, to determine the amount of credit it is prepared to extend to retail customers and to estimate future credit perfor- mance. Established policies and procedures are in place to govern the use and ongoing monitoring and assessment of the performance of scoring models and decision strategies to ensure alignment with expected performance results. Retail credit exposures approved within the regional credit centres are subject to ongoing Retail Risk Management review to assess the effectiveness of credit decisions and risk controls, as well as identify emerging or systemic issues and trends. Larger dollar exposures and material exceptions to policy are escalated to Retail Risk Management. Material policy exceptions are tracked and reported to monitor portfolio trends and identify potential weaknesses in underwriting guidelines and strategies. Where unfa- vourable trends are identified, remedial actions are taken to address those weaknesses. 76 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe Bank’s Commercial Banking and Wholesale Banking businesses use credit risk models and policies to establish borrower and facility risk ratings, quantify and monitor the level of risk, and facilitate its management. The businesses also use risk ratings to determine the amount of credit exposure it is willing to extend to a particular borrower. Management processes are used to monitor country, industry, and borrower or counterparty risk ratings, which include daily, monthly, quarterly, and annual review requirements for credit exposures. The key parameters used in the Bank’s credit risk models are monitored on an ongoing basis. Unanticipated economic or political changes in a foreign country could affect cross-border payments for goods and services, loans, dividends, and trade-related finance, as well as repatriation of the Bank’s capital in that country. The Bank currently has credit exposure in a number of countries, with the majority of the exposure in North America. The Bank measures country risk using approved risk rating models and qualitative factors that are also used to establish country exposure limits covering all aspects of credit exposure across all busi- nesses. Country risk ratings are managed on an ongoing basis and are subject to a detailed review at least annually. As part of the Bank’s credit risk strategy, the Bank sets limits on the amount of credit it is prepared to extend to specific industry sectors. The Bank monitors its concentration to any given industry to ensure that the loan portfolio is diversified. The Bank manages its risk using limits based on an internal risk rating score that combines TD’s indus- try risk rating model and detailed industry analysis, and regularly reviews industry risk ratings to ensure that those ratings properly reflect the risk of the industry. The Bank assigns a maximum exposure limit or a concentration limit to each major industry segment which is a percentage of its total wholesale and commercial exposure. The Bank may also set limits on the amount of credit it is prepared to extend to a particular entity or group of entities, also referred to as “entity risk”. All entity risk is approved by the appropriate decision- making authority using limits based on the entity’s borrower risk rating and for certain portfolios, the risk rating of the industry in which the entity operates. This exposure is monitored on a regular basis. The Bank may also use credit derivatives to mitigate industry concentration and borrower-specific exposure as part of its portfolio risk management techniques. The Basel Framework The objective of the Basel Framework is to improve the consistency of capital requirements internationally and make required regulatory capital more risk-sensitive. The Basel Framework sets out several options which represent increasingly more risk-sensitive approaches to calculating credit, market, and operational RWA. Credit Risk and the Basel Framework The Bank received approval from OSFI to use the Basel Advanced Internal Ratings Based (AIRB) Approach for credit risk, effective November 1, 2007. The Bank uses the AIRB Approach for all material portfolios, except in the following areas: • TD has approved exemptions to use the Standardized Approach for some small credit exposures in North America. Risk Management reconfirms annually that this approach remains appropriate. • TD has received temporary waivers to use the Standardized Approach for the majority of its U.S. credit portfolios and for some small credit portfolios. The Bank is currently in the process of transitioning these portfolios to the AIRB Approach. To continue to qualify using the AIRB Approach for credit risk, the Bank must meet the ongoing conditions and requirements established by OSFI and the Basel Framework. The Bank regularly assesses its compliance with these requirements. Credit Risk Exposures Subject to the AIRB Approach The AIRB Approach to credit risk is used for all material portfolios except in the areas noted in the “Credit Risk and the Basel Framework” section. Banks that adopt the AIRB Approach to credit risk must report credit risk exposures by counterparty type, each having different under- lying risk characteristics. These counterparty types may differ from the presentation in the Bank’s Consolidated Financial Statements. The Bank’s credit risk exposures are divided into two main portfolios, retail and non-retail. Risk Parameters Under the AIRB Approach, credit risk is measured using the following risk parameters: PD – the likelihood that the borrower will not be able to meet its scheduled repayments within a one year time horizon; LGD – the amount of loss the Bank would likely incur when a borrower defaults on a loan, which is expressed as a percentage of EAD – the total amount the Bank is exposed to at the time of default. By applying these risk parameters, TD can measure and monitor its credit risk to ensure it remains within pre-determined thresholds. Retail Exposures In the retail portfolio, including individuals and small businesses, the Bank manages exposures on a pooled basis, using predictive credit scor- ing techniques. There are three sub-types of retail exposures: residential secured (for example, individual mortgages and home equity lines of credit), qualifying revolving retail (for example, individual credit cards, unsecured lines of credit and overdraft protection products), and other retail (for example, personal loans, including secured automobile loans, student lines of credit and small business banking credit products). The Bank calculates RWA for its Canadian retail exposures using the AIRB approach. RWA for U.S. retail exposures are currently reported under the Standardized Approach. All Canadian retail parameter models (PD, EAD, and LGD) are based exclusively on the internal default and loss performance history for each of the three retail exposure sub-types. For each Canadian retail portfolio, the Bank has retained performance history on a monthly basis at an individual account level beginning in 2000; all available history, which includes the 2001 and 2008-2009 recessions in Canada, is used to ensure that the models’ output reflects an entire economic cycle. Account-level PD, EAD, and LGD parameter models are built for each product portfolio, and calibrated based on the observed account- level default and loss performance for the portfolio. Consistent with the AIRB Basel Framework, the Bank defines default for Canadian exposures as 90+ day delinquency/charge-off for all retail credit portfolios. LGD estimates used in the RWA calculations reflect economic losses, and as such, include direct and indirect costs as well as any appropriate discount to account for time between default and ultimate recovery. EAD estimates reflect the historically observed utili- zation of undrawn credit limit prior to default. PD, EAD and LGD models are calibrated using logistic and linear regression techniques. Predictive attributes in the models may include account attributes, such as loan size, interest rate, and collateral, where applicable; an account’s previous history and current status; an account’s age on books; a customer’s credit bureau attributes; and a customer’s other holdings with the Bank. For secured products such as residential mortgages, property characteristics, loan-to-value ratios, and a customer’s equity in the property, play a significant role in PD as well as in LGD models. All risk parameter estimates are updated on a quarterly basis based on the refreshed model inputs. Parameter estimation is fully automated based on approved formulas and is not subject to manual overrides. Exposures are then assigned to one of nine pre-defined PD segments based on their estimated long-run average one-year PD. The risk discriminative and predictive power of the Bank’s retail credit models is assessed against the most recently available one-year default and loss performance on a quarterly basis. All models are also subject to a comprehensive independent validation prior to implementation and on an annual basis as outlined in the Model Risk Management section of this disclosure. 77 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISLong-run PD estimates are generated by including key economic indicators, such as interest rates and unemployment rates, and using their long-run average over the credit cycle to estimate PD. LGD estimates are required to reflect a downturn scenario. Downturn LGD estimates are generated by using macroeconomic inputs, such as changes in housing prices and unemployment rates expected in an appropriately severe downturn scenario. For unsecured products, downturn LGD estimates reflect the observed lower recoveries for exposures defaulted during the recent 2008 to 2009 recession. For products secured by residential real estate, such as mortgages and home equity lines of credit, downturn LGD reflects the potential impact of a severe housing downturn. EAD esti- mates similarly reflect a downturn scenario. Non-Retail Exposures In the non-retail portfolio, the Bank manages exposures on an individ- ual borrower basis, using industry and sector-specific credit risk models, and expert judgment. The Bank has categorized non-retail credit risk exposures according to the following Basel counterparty types: corpo- rate, including wholesale and commercial customers, sovereign, and bank. Under the AIRB approach, CMHC-insured mortgages are consid- ered sovereign risk and are therefore classified as non-retail. The Bank evaluates credit risk for non-retail exposures by using both a borrower risk rating (BRR) and facility risk rating (FRR). The Bank uses this system for all corporate, sovereign, and bank exposures. The Bank determines the risk ratings using industry and sector-specific credit risk models that are based on internal historical data for the years of 1994- 2012, covering both wholesale and commercial lending experience. All borrowers and facilities are assigned an internal risk rating that must be reviewed at least once each year. External data such as rating agency default rates or loss databases are used to validate the parameters. Internal risk ratings (BRR and FRR) are key to portfolio monitoring and management, and are used to set exposure limits and loan pricing. Internal risk ratings are also used in the calculation of regulatory capi- tal, economic capital, and incurred but not identified allowance for credit losses. Consistent with the AIRB approach to measure capital adequacy at a one-year risk horizon, the parameters are estimated to a twelve-month forward time horizon. Borrower Risk Rating and PD Each borrower is assigned a BRR that reflects the PD of the borrower using proprietary models and expert judgment. In assessing borrower risk, the Bank reviews the borrower’s competitive position, financial performance, economic and industry trends, management quality, and access to funds. Under the AIRB approach, borrowers are grouped into BRR grades that have similar PD. Use of projections for model implied risk ratings is not permitted and BRRs may not incorporate a projected reversal, stabilization of negative trends, or the acceleration of existing positive trends. Historic financial results can however be sensitized to account for events that have occurred, or are about to occur, such as additional debt incurred by a borrower since the date of the last set of financial statements. In conducting an assessment of the BRR, all rele- vant and material information must be taken into account and the information being used must be current. Quantitative rating models are used to rank the expected through-the-cycle PD, and these models are segmented into categories based on industry and borrower size. The quantitative model output can be modified in some cases by expert judgement, as prescribed within the Bank’s credit policies. To calibrate PDs for each BRR band, the Bank computes yearly transi- tion matrices based on annual cohorts and then estimates the average annual PD for each BRR. The PD is set at the average estimation level plus an appropriate adjustment to cover statistical and model uncer- tainty. The calibration process for PD is a through-the-cycle approach. Facility Risk Rating and LGD The FRR maps to LGD and takes into account facility-specific character- istics such as collateral, seniority ranking of debt, and loan structure. Different FRR models are used based on industry and obligor size. Where an appropriate level of historical defaults is available per model, this data is used in the LGD estimation process. Data considered in the calibration of the LGD model includes variables such as collateral cover- age, debt structure, and borrower enterprise value. Average LGD and the statistical uncertainty of LGD are estimated for each FRR grade. In some FRR models, lack of historical data requires the model to output a rank-ordering which is then mapped through expert judgement to the quantitative LGD scale. The AIRB approach stipulates the use of downturn LGD, where the downturn period, as determined by internal and/or external experi- ence, suggests higher than average loss rates or lower than average recovery, such as during an economic recession. To reflect this, aver- age calibrated LGDs take into account both the statistical estimation uncertainty and the higher than average LGDs experienced during downturn periods. Exposure at Default The Bank calculates non-retail EAD by first measuring the drawn amount of a facility and then adding a potential increased utilization at default from the undrawn portion, if any. Usage Given Default (UGD) is measured as the percentage of Committed Undrawn exposure that would be expected to be drawn by a borrower defaulting in the next year, in addition to the amount that already has been drawn by the borrower. In the absence of credit mitigation effects or other details, the EAD is set at the drawn amount plus (UGD x Undrawn), where UGD is a percentage between 0% and 100%. Given that UGD is largely driven by PD, UGD data is consolidated by BRR up to one-year prior to default. An average UGD is then calculated for each BRR along with the statistical uncertainty of the estimates. Historical UGD experience is studied for any downturn impacts, similar to the LGD downturn analysis. The Bank has not found down- turn UGD to be significantly different than average UGD, therefore the UGDs are set at the average calibrated level, per BRR grade, plus an appropriate adjustment for statistical and model uncertainty. Credit Risk Exposures Subject to the Standardized Approach Currently the Standardized Approach to credit risk is used primarily for assets in the U.S. credit portfolio. The Bank is currently in the process of transitioning this portfolio to the AIRB Approach. Under the Standardized Approach, the assets are multiplied by risk weights prescribed by OSFI to determine RWA. These risk weights are assigned according to certain factors including counterparty type, product type, and the nature/extent of credit risk mitigation. TD uses external credit ratings, including Moody’s and S&P to determine the appropriate risk weight for its exposures to sovereigns (governments, central banks, and certain public sector entities) and banks (regulated deposit-taking institutions, securities firms, and certain public sector entities). The Bank applies the following risk weights to on-balance sheet exposures under the Standardized Approach: Sovereign Bank Residential secured Other retail (including small business entities) Corporate 0%1 20%1 35% or 75%2 75% 100% 1 The risk weight may vary according to the external risk rating. 2 35% applied when loan-to-value <=80%, 75% when loan-to-value >80%. Lower risk weights apply where approved credit risk mitigants exist. Loans that are more than 90 days past due receive a risk weight of either 100% (residential secured) or 150% (all other). For off-balance sheet exposures, specified credit conversion factors are used to convert the notional amount of the exposure into a credit equivalent amount. 78 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISDerivative Exposures Credit risk on derivative financial instruments, also known as counter- party credit risk, is the risk of a financial loss occurring as a result of the failure of a counterparty to meet its obligation to TD. The Bank uses the Current Exposure Method to calculate the credit equivalent amount, which is defined by OSFI as the replacement cost plus an amount for potential future exposure, to estimate the risk and determine regulatory capital requirements for derivative exposures. The Global Counterparty Credit group within Capital Markets Risk Management is responsible for estimating and managing counterparty credit risk in accordance with credit policies established by Risk Management. The Bank uses various qualitative and quantitative methods to measure and manage counterparty credit risk. These include statistical methods to measure the current and future potential risk, as well as conduct stress tests to identify and quantify exposure to extreme events. The Bank establishes various limits including gross notional limits to manage business volumes and concentrations. TD regularly assesses market conditions and the valuation of underlying financial instruments. Counterparty credit risk may increase during periods of receding market liquidity for certain instruments. Capital Markets Risk Management meets regularly with Market and Credit Risk Management and Trading businesses to discuss how evolving market conditions may impact the Bank’s market risk and counterparty credit risk. The Bank actively engages in risk mitigation strategies through the use of multi-product derivative master netting agreements, collateral and other credit risk mitigation techniques. The Bank also executes certain derivatives through a central clearing house which reduces counterparty credit risk due to the ability to net offsetting positions amongst counterparty participants that settle within clearing houses. Derivative-related credit risks are subject to the same credit approval, limit, monitoring, and exposure guideline standards that the Bank uses for managing other transactions that create credit risk exposure. These standards include evaluating the creditworthiness of counterparties, measuring and monitoring exposures, including wrong-way risk expo- sures, and managing the size, diversification, and maturity structure of the portfolios. There are two types of wrong-way risk exposures, namely general and specific. General wrong-way risk arises when the probability of default of the counterparties moves in the same direction as a given market risk factor. Specific wrong-way risk arises when the exposure to a particular counterparty moves in the same direction as the probability of default of the counterparty due to the nature of the transactions entered into with that counterparty. These exposures require specific approval within the credit approval process. The Bank measures and manages specific wrong-way risk exposures in the same manner as direct loan obligations and controls them by way of approved credit facility limits. As part of the credit risk monitoring process, management meets on a periodic basis to review all exposures, including exposures result- ing from derivative financial instruments to higher risk counterparties. As at October 31, 2014, after taking into account risk mitigation strategies, TD does not have material derivative exposure to any coun- terparty considered higher risk as defined by the Bank’s credit policies. In addition, the Bank does not have a material credit risk valuation adjustment to any specific counterparty. Validation of the Credit Risk Rating System Credit risk rating systems and methodologies are independently vali- dated on a regular basis to verify that they remain accurate predictors of risk. The validation process includes the following considerations: • Risk parameter estimates – PDs, EADs, and LGDs are reviewed and updated against actual loss experience to ensure estimates continue to be reasonable predictors of potential loss. • Model performance – Estimates continue to be discriminatory, stable, and predictive. • Data quality – Data used in the risk rating system is accurate, appro- priate, and sufficient. • Assumptions – Key assumptions underlying the development of the model remain valid for the current portfolio and environment. Risk Management ensures that the credit risk rating system complies with the Bank’s Model Risk Policy. At least annually, the Risk Committee is informed of the performance of the credit risk rating system. The Risk Committee must approve any material changes to the Bank’s credit risk rating system. Stress Testing To determine the potential loss that could be incurred under a range of adverse scenarios, the Bank subjects its credit portfolios to stress tests. Stress tests assess vulnerability of the portfolios to the effects of severe but plausible situations, such as an economic downturn or a material market disruption. Credit Risk Mitigation The techniques the Bank uses to reduce or mitigate credit risk include written policies and procedures to value and manage financial and non-financial security (collateral) and to review and negotiate netting agreements. The amount and type of collateral, and other credit risk mitigation techniques required, are based on the Bank’s own assessment of the borrower’s or counterparty’s credit quality and capacity to pay. In the retail and commercial banking businesses, security for loans is primarily non-financial and includes residential real estate, real estate under development, commercial real estate, automobiles, and other business assets, such as accounts receivable, inventory, and fixed assets. In the Wholesale Banking business, a large portion of loans is to invest- ment grade borrowers where no security is pledged. Non-investment grade borrowers typically pledge business assets in the same manner as commercial borrowers. Common standards across the Bank are used to value collateral, determine frequency of recalculation, and to docu- ment, register, perfect, and monitor collateral. The Bank also uses collateral and master netting agreements to mitigate derivative counterparty exposure. Security for derivative expo- sures is primarily financial and includes cash and negotiable securities issued by highly rated governments and investment grade issuers. This approach includes pre-defined discounts and procedures for the receipt, safekeeping, and release of pledged securities. In all but exceptional situations, the Bank secures collateral by taking possession and controlling it in a jurisdiction where it can legally enforce its collateral rights. In exceptional situations and when demanded by TD’s counterparty, the Bank holds or pledges collateral with an acceptable third-party custodian. The Bank documents all such third-party arrangements with industry standard agreements. Occasionally, the Bank may take guarantees to reduce the risk in credit exposures. For credit risk exposures subject to AIRB, the Bank only recognizes irrevocable guarantees for commercial and Wholesale Banking credit exposures that are provided by entities with a better risk rating than that of the borrower or counterparty to the transaction. The Bank makes use of credit derivatives to mitigate credit risk. The credit, legal, and other risks associated with these transactions are controlled through well-established procedures. The Bank’s policy is to enter into these transactions with investment grade financial institutions and transact on a collateralized basis. Credit risk to these counterparties is managed through the same approval, limit, and monitoring processes the Bank uses for all counterparties for which it has credit exposure. The Bank uses appraisals and automated valuation models (AVMs) to support property values when adjudicating loans collateralized by residential real property. These are computer-based tools used to esti- mate or validate the market value of residential real property using market comparables and price trends for local market areas. The primary risk associated with the use of these tools is that the value of an individual property may vary significantly from the average for the market area. The Bank has specific risk management guidelines addressing the circumstances when they may be used, and processes to periodically validate AVMs including obtaining third party appraisals. 79 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISGross Credit Risk Exposure Gross credit risk exposure, also referred to as 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 mitiga- tion and includes both on-balance sheet and off-balance sheet expo- sures. On-balance sheet exposures consist primarily of outstanding loans, acceptances, 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 exposure for the two approaches the Bank uses to measure credit risk is included in the following table. T A B L E 5 3 GROSS CREDIT RISK EXPOSURE – Standardized and AIRB Approaches1,2 (millions of Canadian dollars) Retail Residential secured Qualifying revolving retail Other retail Total retail Non-retail Corporate Sovereign Bank Total non-retail Gross credit risk exposures October 31, 2014 As at October 31, 2013 Standardized AIRB Total Standardized AIRB Total $ 28,599 – 48,093 76,692 85,948 35,788 9,794 131,530 $ 208,222 $ 261,063 59,316 36,680 357,059 177,826 96,948 98,736 373,510 $ 730,569 $ 289,662 59,316 84,773 433,751 263,774 132,736 108,530 505,040 $ 938,791 $ 25,671 – 41,225 66,896 69,411 24,783 16,827 111,021 $ 177,917 $ 251,809 43,862 34,465 330,136 145,718 81,489 95,295 322,502 $ 652,638 $ 277,480 43,862 75,690 397,032 215,129 106,272 112,122 433,523 $ 830,555 1 Gross credit risk exposures represent EAD and are before the effects of credit risk mitigation. This table excludes securitization, equity and other credit risk- weighted assets. 2 Prior to 2014, the amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. Other Credit Risk Exposures Non-trading Equity Exposures TD’s non-trading equity exposures are at a level that represents less than 5% of the Bank’s combined Tier 1 and Tier 2 Capital. As a result, the Bank uses OSFI-prescribed risk weights to calculate RWA on non- trading equity exposures. Securitization Exposures For externally rated securitization exposures, the Bank uses both the Standardized Approach and the Ratings Based Approach (RBA). Both approaches assign risk weights to exposures using external ratings. The Bank uses ratings assigned by one or more external rating agen- cies, including Moody’s and S&P. The RBA also takes into account additional factors, including the time horizon of the rating (long-term or short-term), the amount of detail available on the underlying asset pool, and the seniority of the position. The Bank uses the Internal Assessment Approach (IAA) to manage the credit risk of its exposures relating to ABCP securitizations that are not externally rated. Under the IAA, the Bank considers all relevant risk factors in assess- ing the credit quality of these exposures, including those published by the Moody’s and S&P rating agencies. The Bank also uses loss coverage models and policies to quantify and monitor the level of risk, and facili- tate its management. The Bank’s IAA process includes an assessment of the extent by which the enhancement available for loss protection provides coverage of expected losses. The levels of stressed coverage the Bank requires for each internal risk rating are consistent with the rating agencies’ published stressed factor requirements for equivalent external ratings by asset class. All exposures are assigned an internal risk rating based on the Bank’s assessment, which must be reviewed at least annually. The Bank’s ratings reflect its assessment of risk of loss, consisting of the combined PD and LGD for each exposure. The ratings scale TD uses corresponds to the long-term ratings scales used by the rating agencies. The Bank’s IAA process is subject to all of the key elements and principles of the Bank’s risk governance structure, and is managed in the same way as outlined in this Credit Risk section. The Bank uses the results of the IAA in all aspects of its credit risk management, including performance tracking, control mechanisms, and management reporting, and the calculation of capital. Under the IAA, exposures are multiplied by OSFI-prescribed risk weights to calcu- late RWA for capital purposes. Market Risk Trading Market Risk is the risk of loss in financial instruments on the balance sheet due to adverse movements in market factors such as interest and exchange rates, prices, credit spreads, volatilities, and correlations from trading activities. Non-Trading Market Risk is the risk of loss in financial instruments, or the balance sheet or in earnings, or the risk of volatility in earnings from non-trading activities such as asset-liability management or investments, predominantly from interest rate, foreign exchange and equity risks. The Bank is exposed to market risk in its trading and investment portfolios, as well as through its non-trading activities. In the Bank’s trading and investment portfolios, it is an active participant in the market, seeking to realize returns for TD through careful management of its positions and inventories. In the Bank’s non-trading activities, it is exposed to market risk through the everyday banking transactions that the Bank’s customers execute with TD. The Bank complied with the Basel III market risk requirements as at October 31, 2014, using the Internal Model Method. 80 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS MARKET RISK LINKAGE TO THE BALANCE SHEET The following table provides a breakdown of the Bank’s balance sheet into assets and liabilities exposed to trading and non-trading market risks. Market risk of assets and liabilities included in the calculation of VaR and other metrics used for regulatory market risk capital purposes is classified as trading market risk. T A B L E 5 4 MARKET RISK LINKAGE TO THE BALANCE SHEET (millions of Canadian dollars) Balance Non-Trading Trading Sheet Market Risk Market Risk Assets subject to market risk Interest-bearing deposits with banks Trading loans, securities, and other Derivatives Financial assets designated at fair value through profit or loss Available-for-sale securities Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Customers’ liability under acceptances Investment in TD Ameritrade Other assets1 Assets not exposed to market risk Total Assets $ 43,773 101,173 55,363 4,745 63,008 56,977 75,031 481,937 13,080 5,569 1,434 42,652 944,742 Liabilities subject to market risk Trading deposits Derivatives Securitization liabilities at fair value Other financial liabilities designated at fair value through profit or loss Deposits Acceptances Obligations related to securities sold short Obligations related to securities sold under repurchase agreements Securitization liabilities at amortized cost Subordinated notes and debentures Other liabilities1 Liabilities and Equity not exposed to market risk Total Liabilities and equity 59,334 50,776 11,198 3,250 600,716 13,080 39,465 45,587 24,960 7,785 13,525 75,066 $ 944,742 Assets subject to market risk Interest-bearing deposits with banks Trading loans, securities, and other Derivatives Financial assets designated at fair value through profit or loss Available-for-sale securities Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Customers’ liability under acceptances Investment in TD Ameritrade Other assets1 Assets not exposed to market risk Total Assets $ 28,583 101,940 49,461 6,532 79,544 29,961 64,283 447,777 6,399 5,300 1,465 40,776 862,021 Liabilities subject to market risk Trading deposits Derivatives Securitization liabilities at fair value Other financial liabilities designated at fair value through profit or loss Deposits Acceptances Obligations related to securities sold short Obligations related to securities sold under repurchase agreements Securitization liabilities at amortized cost Subordinated notes and debentures Other liabilities1 Liabilities and Equity not exposed to market risk Total Liabilities and equity 50,967 49,471 21,960 12 541,605 6,399 41,829 34,414 25,592 7,982 13,071 68,719 $ 862,021 1 Other assets and liabilities related to retirement benefits, insurance and special purpose entity liabilities. $ 377 99,274 48,731 – – – 8,154 – – – – – 156,536 1,793 47,050 10,190 3,242 – – 37,247 8,242 – – – – $ 107,764 $ 285 98,682 44,077 – – – 5,331 – – – – – 148,375 1,531 45,655 10,216 – – – 39,479 5,825 – – – – $ 102,706 $ 43,396 1,899 6,632 4,745 63,008 56,977 66,877 481,937 13,080 5,569 1,434 – 745,554 57,541 3,726 1,008 8 600,716 13,080 2,218 37,345 24,960 7,785 13,525 – $ 761,912 $ 28,298 3,258 5,384 6,532 79,544 29,961 58,952 447,777 6,399 5,300 1,465 – 672,870 49,436 3,816 11,744 12 541,605 6,399 2,350 28,589 25,592 7,982 13,071 – $ 690,596 As at October 31, 2014 Non-Trading Market Risk – primary risk sensitivity Interest rate Interest rate Equity, foreign exchange, interest rate Interest rate Foreign exchange, interest rate Foreign exchange, interest rate Interest rate Interest rate Interest rate Equity Interest rate Interest rate Foreign exchange, interest rate Interest rate Interest rate Equity, interest rate Interest rate Interest rate Interest rate Interest rate Interest rate Interest rate October 31, 2013 Interest rate Interest rate Equity, foreign exchange, interest rate Interest rate Foreign exchange, interest rate Foreign exchange, interest rate Interest rate Interest rate Interest rate Equity Interest rate Interest rate Foreign exchange, interest rate Interest rate Interest rate Equity, interest rate Interest rate Interest rate Interest rate Interest rate Interest rate Interest rate 81 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS MARKET RISK IN TRADING ACTIVITIES The overall objective of TD’s trading businesses is to provide wholesale banking services, including facilitation and liquidity, to clients of the Bank. TD must take on risk in order to provide effective service in markets where its clients trade. In particular, the Bank needs to hold inventory, act as principal to facilitate client transactions, and under- write new issues. The Bank also trades in order to have in-depth knowledge of market conditions to provide the most efficient and effective pricing and service to clients, while balancing the risks inherent in its dealing activities. WHO MANAGES MARKET RISK IN TRADING ACTIVITIES Primary responsibility for managing market risk in trading activities lies with Wholesale Banking, with oversight from Market Risk Control within Risk Management. The Market Risk and Capital Committee meets regularly to conduct a review of the market risk profile and trad- ing results of the Bank’s trading businesses, recommend changes to risk policies, review underwriting inventories, and review the usage of capital and assets in Wholesale Banking. The committee is chaired by the Senior Vice President, Market Risk and Model Development, and includes Wholesale Banking senior management. There were no significant reclassifications between trading and non-trading books during fiscal 2014. HOW TD MANAGES MARKET RISK IN TRADING ACTIVITIES Market risk plays a key part in the assessment of any trading business strategy. The Bank launches new trading initiatives or expands existing ones only if the risk has been thoroughly assessed, and is judged to be within the Bank’s risk appetite and business expertise, and if the appropriate infrastructure is in place to monitor, control, and manage the risk. The Trading Market Risk Framework outlines the management of trading market risk and incorporates risk appetite, risk governance structure, risk identification, measurement, and control. The Trading Market Risk Framework is maintained by Risk Management and supports alignment with TD’s Risk Appetite for trading market risk. Trading Limits The Bank sets trading limits that are consistent with the approved business strategy for each business and its tolerance for the associated market risk, aligned to its market risk appetite. In setting limits, the Bank takes into account market volatility, market liquidity, organiza- tional experience, and business strategy. Limits are prescribed at the Wholesale Banking level in aggregate, as well as at more granular levels. The core market risk limits are based on the key risk drivers in the business and includes notional, credit spread, yield curve shift, price, and volatility limits. Another primary measure of trading limits is VaR, which the Bank uses to monitor and control overall risk levels 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. At the end of each day, risk positions are compared with risk limits, and any excesses are reported in accordance with established market risk policies and procedures. Calculating VaR TD computes total VaR on a daily basis by combining the General Market Risk (GMR) and Idiosyncratic Debt Specific Risk (IDSR) associ- ated 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 259 trading days for equity, interest rate, foreign exchange, credit, and commodity products. GMR is computed as the threshold level that portfolio losses are not expected to exceed more than one out of every 100 trading days. A one-day holding period is used for GMR calculation, which is scaled up to ten days for regulatory capital calculation purposes. 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 out of every 100 trading days. IDSR is measured for a ten-day holding period. The following graph discloses daily one-day VaR usage and trading- related revenue within Wholesale Banking. Trading-related revenue is the total of trading revenue reported in other income and the net interest income on trading positions reported in net interest income, and is reported on a taxable equivalent basis. For the year ending October 31, 2014, there were 20 days of trading losses and trading- related revenue was positive for 92% of the trading days, reflecting normal trading activity and underwriting. Losses in the year did not exceed VaR on any trading day. TOTAL VALUE-AT-RISK AND TRADING-RELATED REVENUE (millions of Canadian dollars) Trading-related Revenue Total Value-at-Risk $100 80 60 40 20 0 (20) (40) 82 3 1 0 2 , 1 v o N 3 1 0 2 , 8 v o N 3 1 0 2 , 5 1 v o N 3 1 0 2 , 2 2 v o N 3 1 0 2 , 9 2 v o N 3 1 0 2 , 6 c e D 3 1 0 2 , 3 1 c e D 3 1 0 2 , 0 2 c e D 3 1 0 2 , 7 2 c e D 4 1 0 2 , 3 n a J 4 1 0 2 , 0 1 n a J 4 1 0 2 , 7 1 n a J 4 1 0 2 , 4 2 n a J 4 1 0 2 , 1 3 n a J 4 1 0 2 , 7 b e F 4 1 0 2 , 4 1 b e F 4 1 0 2 , 1 2 b e F 4 1 0 2 , 8 2 b e F 4 1 0 2 , 7 r a M 4 1 0 2 , 4 1 r a M 4 1 0 2 , 1 2 r a M 4 1 0 2 , 8 2 r a M 4 1 0 2 , 4 r p A 4 1 0 2 , 1 1 r p A 4 1 0 2 , 8 1 r p A 4 1 0 2 , 5 2 r p A 4 1 0 2 , 2 y a M 4 1 0 2 , 9 y a M 4 1 0 2 , 6 1 y a M 4 1 0 2 , 3 2 y a M 4 1 0 2 , 0 3 y a M 4 1 0 2 , 6 n u J 4 1 0 2 , 3 1 n u J 4 1 0 2 , 0 2 n u J 4 1 0 2 , 7 2 n u J 4 1 0 2 , 4 l u J 4 1 0 2 , 1 1 l u J 4 1 0 2 , 8 1 l u J 4 1 0 2 , 5 2 l u J 4 1 0 2 , 1 g u A 4 1 0 2 , 8 g u A 4 1 0 2 , 5 1 g u A 4 1 0 2 , 2 2 g u A 4 1 0 2 , 9 2 g u A 4 1 0 2 , 5 p e S 4 1 0 2 , 2 1 p e S 4 1 0 2 , 9 1 p e S 4 1 0 2 , 6 2 p e S 4 1 0 2 , 3 t c O 4 1 0 2 , 0 1 t c O 4 1 0 2 , 7 1 t c O 4 1 0 2 , 4 2 t c O 4 1 0 2 , 1 3 t c O TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS VaR is a valuable risk measure but it should be used in the context of its limitations, for example: • VaR uses historical data to estimate future events, which limits its forecasting abilities; • it does not provide information on losses beyond the selected confidence level; and • it assumes that all positions can be liquidated during the holding period used for VaR calculation. The Bank continuously improves its VaR methodologies and incorporates new risk measures in line with market conventions, industry best prac- tices, and regulatory requirements. During 2014, the Bank implemented a modification to improve volatility risk modeling in VaR calculations. To mitigate some of the shortcomings of VaR, the Bank uses addi- tional metrics designed for risk management and capital purposes. These include Stressed VaR, Incremental Risk Charge, Stress Testing Framework, as well as limits based on the sensitivity to various market risk factors. Calculating Stressed VaR In addition to VaR, the Bank also calculates Stressed VaR, which includes Stressed GMR and Stressed IDSR. Stressed VaR is designed to measure the adverse impact that potential changes in market rates and prices could have on the value of a portfolio over a specified period of stressed market conditions. Stressed VaR is determined using similar techniques and assumptions in GMR and IDSR VaR. However, instead of using the most recent 259 trading days (one year), the Bank uses a selected year of stressed market conditions. In the fourth quar- ter of fiscal 2014, Stressed VaR was calculated using the one-year period that began on February 1, 2008. The appropriate historical one-year period to use for Stressed VaR is determined on a quarterly basis. Stressed VaR is a part of regulatory capital requirements. Calculating the Incremental Risk Charge The incremental risk charge (IRC) is applied to all instruments in the trading book subject to migration and default risk. Migration risk represents the risk of changes in the credit ratings of the Bank’s exposures. TD applies a Monte Carlo simulation with a one-year horizon and a 99.9% confidence level to determine IRC, which is consistent with regulatory requirements. IRC is based on a “constant level of risk” assumption, which requires banks to assign a liquidity horizon to positions that are subject to IRC. IRC is a part of regulatory capital requirements. T A B L E 5 5 PORTFOLIO MARKET RISK MEASURES (millions of Canadian dollars) As at Average High Interest rate risk Credit spread risk Equity risk Foreign exchange risk Commodity risk Idiosyncratic debt specific risk Diversification effect1 Total Value-at-Risk Stressed Value-at-Risk (one day) Incremental Risk Capital Charge (one year) $ 5.3 4.9 5.1 1.6 0.9 13.6 (16.1) $ 5.8 6.3 3.7 2.7 1.4 15.8 (17.8) $ 15.3 29.3 275.6 $ 17.9 27.8 313.6 8.8 9.6 5.5 4 20.5 n/m2 $ 22.1 36.1 428.7 $ 12.8 $ 2014 Low 3.3 3.9 1.5 0.7 0.6 12.1 n/m2 As at Average High $ 3.2 6.0 2.5 1.7 0.5 14.2 (12.8) $ 9.7 6.0 3.6 1.4 0.9 16.5 (18.8) $ 19.2 10.9 8.8 5.8 2.3 23.6 n/m2 $ 14.2 21.1 222.0 $ 15.3 27.6 185.6 $ 19.3 32.0 267.9 $ 26.9 44.3 369.6 2013 Low $ 2.9 2.4 1.8 0.3 0.4 11.3 n/m2 $ 13.7 22.4 177.6 1 The aggregate VaR is less than the sum of the VaR of the different risk types due 2 Not meaningful. It is not meaningful to compute a diversification effect because to risk offsets resulting from portfolio diversification. the high and low may occur on different days for different risk types. Average interest rate risk VaR decreased by $3.9 million compared to the prior year due to reduced interest rate risk positions. Improvement in the quality of data underlying the idiosyncratic debt specific model introduced during 2013 coupled with a reduction in Canadian provin- cial bond positions in the second quarter of 2014 decreased average Stressed VaR compared with the prior year by $4.2 million. Larger U.S. Agency and financial bond positions increased average IRC by $46 million to $314 million compared to the prior year. Validation of VaR Model The Bank uses a back-testing process to compare the actual and theo- retical profit and losses to VaR to ensure that they are consistent with the statistical results of the VaR model. The theoretical profit or loss is generated using the daily price movements on the assumption that there is no change in the composition of the portfolio. Validation of the IRC model must follow a different approach since the one-year horizon and 99.9% confidence level preclude standard back-testing techniques. Instead, key parameters of the IRC model such as transi- tion and correlation matrices are subject to independent validation by benchmarking against external study results or through analysis using internal or external data. Stress Testing The Bank’s trading business is subject to an overall global stress test limit. In addition, global businesses have stress test limits, and each broad risk class has an overall stress test threshold. Stress scenarios are designed to model extreme economic events, replicate worst-case historical experiences, or introduce severe but plausible hypothetical changes in key market risk factors. The stress testing program includes scenarios developed using actual historical market data during periods of market disruption, in addition to hypothetical scenarios developed by Risk Management. The events the Bank has modeled include the 1987 equity market crash, the 1998 Russian debt default crisis, the aftermath of September 11, 2001, the 2007 ABCP crisis, and the credit crisis of Fall 2008. Stress tests are produced and reviewed regularly with the Market Risk and Capital Committee. 83 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS MARKET RISK IN OTHER WHOLESALE BANKING ACTIVITIES The Bank is also exposed to market risk arising from a legacy portfolio of bonds and preferred shares held in TD Securities and in its remain- ing merchant banking investments. Risk Management reviews and approves policies and procedures, which are established to monitor, measure, and mitigate these risks. The Bank is exposed to market risk when it enters into non-trading banking transactions with its customers. These transactions primarily include deposit taking and lending, which are also referred to as “asset and liability” positions. Asset/Liability Management Asset/liability management deals with managing the market risks of TD’s traditional banking activities. Such market risks primarily include interest rate risk and foreign exchange risk. WHO IS RESPONSIBLE FOR ASSET/LIABILITY MANAGEMENT TBSM measures and manages the market risks of the Bank’s non- trading banking activities, with oversight from the Asset/Liability and Capital Committee, which is chaired by the Group Head Insurance, Credit Cards and Enterprise Strategy, and includes other senior execu- tives. The Market Risk Control function provides independent oversight, governance, and control over these market risks. The Risk Committee of the Board periodically reviews and approves key asset/liability management and non-trading market risk policies and receives reports on compliance with approved risk limits. HOW TD MANAGES ITS ASSET AND LIABILITY POSITIONS Non-trading interest rate risk is viewed as a non-productive risk as it has the potential to increase earnings volatility and incur loss without providing long run expected value. As a result, TBSM’s mandate is to structure the asset and liability positions of the balance sheet in order to achieve a target profile that controls the impact of changes in inter- est rates on the Bank’s net interest income and economic value that is consistent with the Bank’s RAS. Managing Interest Rate Risk Interest rate risk is the impact that changes in interest rates could have on the Bank’s margins, earnings, and economic value. The objective of interest rate risk management is to ensure that earnings are stable and predictable over time. The Bank has adopted a disciplined hedging approach to manage the net interest income contribution from its asset and liability positions, including an assigned target-modeled maturity profile for non-rate sensitive assets, liabilities, and equity. Key aspects of this approach are: • evaluating and managing the impact of rising or falling interest rates on net interest income and economic value, and developing strategies to manage overall sensitivity to rates across varying interest rate scenarios; • measuring the contribution of each TD product on a risk-adjusted, fully-hedged basis, including the impact of financial options such as mortgage commitments that are granted to customers; and • developing and implementing strategies to stabilize net interest income from all retail banking products. The Bank is exposed to interest rate risk when asset and liability princi- pal and interest cash flows have different interest payment or maturity dates. These are called “mismatched positions”. An interest-sensitive asset or liability is repriced when interest rates change, when there is cash flow from final maturity, normal amortization, or when customers exercise prepayment, conversion, or redemption options offered for the specific product. TD’s exposure to interest rate risk depends on the size and direction of interest rate changes, and on the size and maturity of the mismatched positions. It is also affected by new business volumes, renewals of loans or deposits, and how actively customers exercise embedded options, such as prepaying a loan or redeeming a deposit before its maturity date. Interest rate risk exposure, after economic hedging activities, is measured using various interest rate “shock” scenarios to estimate the impact of changes in interest rates on the Bank. Two measures that are used are Earnings at Risk (EaR) and Economic Value at Risk (EVaR). EaR is defined as the change in net interest income over the next twelve months for an immediate and sustained 100 bps unfavourable interest rate shock. EaR measures the extent to which the maturing and repricing asset and liability cash flows are matched over the next twelve-month period and reflects how the Bank’s net interest income will change over that period as a result of the interest rate shock. EVaR is defined as the difference between the change in the present value of the Bank’s asset portfolio and the change in the present value of the Bank’s liability portfolio, including off-balance sheet instruments and assumed profiles for non-rate sensitive products, resulting from an immediate and sustained 100 bps unfavourable interest rate shock. EVaR measures the relative sensitivity of asset and liability cash flow mismatches to changes in long-term interest rates. Closely matching asset and liability cash flows reduces EVaR and mitigates the risk of volatility in future net interest income. To the extent that interest rates are sufficiently low and it is not feasible to measure the impact of a 100 bps decline in interest rates, EVaR and EaR exposures will be calculated by measuring the impact of a decline in interest rates where the resultant rate does not become negative. The model used to calculate EaR and EVaR captures the impact of changes to assumed customer behaviours, such as interest rate sensi- tive mortgage prepayments, but does not assume any balance sheet growth, change in business mix, product pricing philosophy, or management actions in response to changes in market conditions. TD’s policy sets overall limits on EVaR and EaR which are linked to capital and net interest income, respectively. These Board limits are consistent with the Bank’s enterprise risk appetite and are periodically reviewed and approved by the Risk Committee of the Board. Exposures against Board limits are routinely monitored and reported, and breaches of these Board limits, if any, are escalated to both the ALCO and the Risk Committee of the Board. In addition to Board policy limits, book-level risk limits are set for TBSM’s management of non-trading interest rate risk by Risk Management. These book-level risk limits are set at a more granular level than Board policy limits for EaR and EVaR, and developed to be consistent with the overall Board Market Risk policy. Breaches of these book-level risk limits, if any, are escalated to the ALCO in a timely manner. The Bank regularly performs valuations of all asset and liability positions, as well as off-balance sheet exposures. TD’s objective is to stabilize net interest income over time through disciplined asset/liability matching and hedging. The interest rate risk exposures from products with closed (non- optioned) fixed-rate cash flows are measured and managed separately from products that offer customers prepayment options. The Bank projects future cash flows by looking at the impact of: • a target interest sensitivity profile for its core deposit portfolio; • a target investment profile on its net equity position; and • liquidation assumptions on mortgages other than from embedded pre-payment options. 84 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe objective of portfolio management within the closed book is to eliminate cash flow mismatches to the extent practically possible, so that net interest income becomes more predictable. Product options, whether they are freestanding options such as mortgage rate commit- ments or embedded in loans and deposits, expose TD to a significant financial risk. • Rate Commitments: The Bank models its exposure from freestand- ing mortgage rate commitment options using an expected funding profile based on historical experience. Customers’ propensity to fund, and their preference for fixed or floating rate mortgage prod- ucts, is influenced by factors such as market mortgage rates, house prices, and seasonality. • Asset Prepayment: The Bank models its exposure to written options embedded in other products, such as the right to prepay residential mortgage loans, based on analysis of customer behav- iour. Econometric models are used to model prepayments and the effects of prepayment behaviour to the Bank. In general mortgage prepayments are also affected by non-market incentives, such as mortgage age, house prices, and GDP growth. The combined impacts from these parameters are also assessed to determine a core liquidation speed which is independent of market incentives. • Non-Maturity Liabilities: The Bank models its exposure to non- maturity liabilities, such as core deposits, by assessing interest rate elasticity and balance permanence using historical data and business judgement. Fluctuations of non-maturity deposits can occur because of factors such as interest rate movements, equity market move- ments, and changes to customer liquidity preferences. To manage product option exposures the Bank purchases options or uses a dynamic hedging process designed to replicate the payoff of a purchased option. The Bank also models the margin compression that would be caused by declining interest rates on certain interest rate sensitive demand deposit accounts. Other market risks monitored on a regular basis include: • Basis Risk: The Bank is exposed to risks related to the difference in various market indices. • Equity Risk: The Bank is exposed to equity risk through its equity- linked guaranteed investment certificate product offering. The expo- sure is managed by purchasing options to replicate the equity payoff. The following graph shows the Bank’s interest rate risk exposure, as measured by EVaR, on all non-trading assets, liabilities, and derivative instruments used for interest rate risk management. ALL INSTRUMENTS PORTFOLIO Economic Value at Risk After-tax – October 31, 2014 and October 31, 2013 (millions of Canadian dollars) ) s n o i l l i m ( e u l a v t n e s e r p n i e g n a h C $150 100 50 0 (50) (100) (150) (200) (250) Q4 2013: $(31.0) Q4 2014: $(67.7) (2.0) (1.5) (1.0) (0.5) 0 0.5 1.0 1.5 2.0 Parallel interest rate shock percentage The Bank uses derivative financial instruments, wholesale investments, funding instruments, other capital market alternatives, and, less frequently, product pricing strategies to manage interest rate risk. As at October 31, 2014, an immediate and sustained 100 bps increase in interest rates would have decreased the economic value of share- holders’ equity by $67.7 million (October 31, 2013 – $31 million) after tax. An immediate and sustained 100 bps decrease in Canadian inter- est rates and a 25 bps decrease in U.S. interest rates would have reduced the economic value of shareholders’ equity by $55.7 million (October 31, 2013 – $9.4 million) after tax. The following table shows the sensitivity of the economic value of shareholders’ equity (after tax) by currency for those currencies where TD has material exposure. T A B L E 5 6 SENSITIVITY OF AFTER-TAX ECONOMIC VALUE AT RISK BY CURRENCY (millions of Canadian dollars) Currency Canadian dollar U.S. dollar1 1 EVaR sensitivity has been measured using a 25 bps rate decline for U.S. interest rates, corresponding to an interest rate environment that is floored at 0%. October 31, 2014 October 31, 2013 100 bps increase $ 6.9 (74.6) $ (67.7) 100 bps decrease $ (46.9) (8.8) $ (55.7) 100 bps increase $ 9.5 (40.5) $ (31.0) 100 bps decrease $ (1.3) (8.1) $ (9.4) For the EaR measure (not shown on the graph), a 100 bps increase in interest rates on October 31, 2014, would have increased pre-tax net interest income by $438 million (October 31, 2013 – $562 million increase) in the next twelve months. A 100 basis point decrease in interest rates on October 31, 2014, would have decreased pre-tax net interest income by $385 million (October 31, 2013 – $373 million decrease) in the next twelve months. Over the last year, the reported EaR exposures have grown due to an increasing portion of permanent non-rate sensitive deposits being invested in a shorter term maturity profile. This is consistent with net interest income management strate- gies overseen by ALCO. Reported EaR remains consistent with the Bank’s risk appetite and within established Board limits. 85 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The following table shows the sensitivity of net interest income (pre-tax) by currency for those currencies where the Bank has material exposure. T A B L E 5 7 SENSITIVITY OF PRE-TAX EARNINGS AT RISK BY CURRENCY (millions of Canadian dollars) Currency Canadian dollar U.S. dollar1 October 31, 2014 October 31, 2013 100 bps increase $ 354.4 83.7 $ 438.1 100 bps decrease $ (354.3) (31.1) $ (385.4) 100 bps increase $ 309.1 252.9 $ 562.0 100 bps decrease $ (309.1) (63.4) $ (372.5) 1 EaR sensitivity has been measured using a 25 bps rate decline for U.S. interest rates, corresponding to an interest rate environment that is floored at 0%. Managing Non-trading Foreign Exchange Risk Foreign exchange risk refers to losses that could result from changes in foreign-currency exchange rates. Assets and liabilities that are denomi- nated in foreign currencies have foreign exchange risk. The Bank is exposed to non-trading foreign exchange risk from its investments in foreign operations. When the Bank’s foreign currency assets are greater or less than its liabilities in that currency, they create a foreign currency open position. An adverse change in foreign exchange rates can impact the Bank’s reported net interest income and shareholders’ equity, and also its capital ratios. Minimizing the impact of an adverse foreign exchange rate change on reported equity will cause some variability in capital ratios, due to the amount of RWA that are denominated in a foreign currency. If the Canadian dollar weakens, the Canadian dollar equivalent of the Bank’s RWA in a foreign currency increases, thereby increasing the Bank’s capital requirement. For this reason, the foreign exchange risk arising from the Bank’s net investments in foreign operations is hedged to the point where capital ratios change by no more than an acceptable amount for a given change in foreign exchange rates. Managing Investment Portfolios The Bank manages a securities portfolio that is integrated into the overall asset and liability management process. The securities portfolio is managed using high quality low risk securities in a manner appropri- ate to the attainment of the following goals: (1) to generate a targeted credit of funds to deposits in excess of lending; (2) to provide a suffi- cient margin of liquid assets to meet unanticipated deposit and loan fluctuations and overall funds management objectives; (3) to provide eligible securities to meet collateral requirements and cash manage- ment operations; and (4) to manage the target interest rate risk profile of the balance sheet. Strategies for the investment portfolio are managed based on the interest rate environment, balance sheet mix, actual and anticipated loan demand, funding opportunities, and the overall interest rate sensitivity of the Bank. The Risk Committee reviews and approves the Enterprise Investment Policy that sets out limits for the Bank’s own portfolio. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes or systems or from human activities or from external events. Operating a complex financial institution exposes the Bank’s busi- nesses to a broad range of operational risks, including failed transac- tion processing and documentation errors, fiduciary and information breaches, technology failures, business disruption, theft and fraud, workplace injury and damage to physical assets as a result of internal or outsourced business activities. The impact can result in significant financial loss, reputational harm or regulatory censure and penalties. 86 WHY MARGINS ON AVERAGE EARNING ASSETS FLUCTUATE OVER TIME As previously noted, the objective of the Bank’s approach to asset/liability management is to ensure that earnings are stable and predictable over time, regardless of cash flow mismatches and the exercise of embedded options. This approach also creates margin certainty on fixed rate loans and deposits as they are booked. Despite this approach however, the margin on average earning assets is subject to change over time for the following reasons: • margins earned on new and renewing fixed-rate products relative to the margin previously earned on matured products will affect the existing portfolio margin; • the weighted-average margin on average earning assets will shift as the mix of business changes; and/or • changes in the prime Bankers’ Acceptances (BA) basis and the lag in changing product prices in response to changes in wholesale rates may have an impact on margins earned. The general level of interest rates will affect the return the Bank generates on its modeled maturity profile for core deposits and the investment profile for its net equity position as it evolves over time. The general level of interest rates is also a key driver of some modeled option exposures, and will affect the cost of hedging such exposures. The Bank’s approach tends to moderate the impact of these factors over time, resulting in a more stable and predictable earnings stream. The Bank uses simulation modeling of net interest income to assess the level and changes in net interest income to be earned over time under various interest rate scenarios. The model also includes the impact of projected product volume growth, new margin, and product mix assumptions. Operational risk is embedded in all of the Bank’s business activities including the practices for managing other risks such as credit, market and liquidity risk. The Bank must mitigate and manage operational risk so that it can create and sustain shareholder value, successfully execute the Bank’s business strategies, operate efficiently, and provide reliable, secure and convenient access to financial services. The Bank maintains a formal enterprise-wide operational risk management framework that emphasizes a strong risk management and internal control culture throughout TD. Under Basel, the Bank uses the Standardized Approach to calcu- late operational risk regulatory capital. The Bank’s operational risk management framework, described below, has been enhanced to meet the requirements of the Advanced Measurement Approach for operational risk and work is underway to obtain regulatory approval for implementation. TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS WHO MANAGES OPERATIONAL RISK Operational Risk Management is an independent function that designs and maintains the Bank’s overall operational risk management frame- work. This framework sets out the enterprise-wide governance processes, policies and practices to identify and assess, measure, control, and monitor and report operational risk. Risk Management provides reporting of the Bank’s operational risk exposures to senior management through the Operational Risk Oversight Committee, the ERMC and the Risk Committee of the Board. The Bank also maintains program groups who oversee specific enter- prise wide operational risk policies that require dedicated mitigation and control activities. These policies govern the activities of the corpo- rate functions responsible for the management and appropriate over- sight of business continuity and crisis/incident management, supplier risk management, financial crime risk management, project change management, technology risk management, and information security. The senior management of individual business units is responsible for the day-to-day management of operational risk following the Bank’s established operational risk management policies. Within each business segment and corporate area, an independent risk manage- ment function uses the elements of the operational risk management framework according to the nature and scope of the operational risks inherent in the area. The senior executives in each business unit partici- pate in a Risk Management Committee that oversees operational risk management issues and initiatives. Ultimately, every employee has a role to play in managing opera- tional risk. In addition to policies and procedures guiding employee activities, training is available to all staff regarding specific types of operational risks and their role in helping to protect the interests and assets of the Bank. HOW TD MANAGES OPERATIONAL RISK The Operational Risk Management Framework outlines the internal risk and control structure to manage operational risk and includes risk appetite, limits, governance, policies, and processes. The Operational Risk Management Framework is maintained by Risk Management and supports alignment with TD’s risk appetite for operational risk. The framework incorporates sound industry practices and meets regulatory requirements. Key components of the framework include: Governance and Policy Management reporting and organizational structures emphasize accountability, ownership, and effective oversight of each business unit, and each corporate area’s operational risk exposures. In addition, the expectations of the Risk Committee of the Board and senior management for managing operational risk are set out by enterprise- wide policies and practices. Risk and Control Self-Assessment Internal control is one of the primary lines of defense in safeguarding the Bank’s employees, customers, assets, and information, and in preventing and detecting errors and fraud. Annually, management undertakes comprehensive assessments of key risk exposures and the internal controls in place to reduce or offset these risks. Senior management reviews the results of these evaluations to ensure that risk management and internal controls are effective, appropriate, and compliant with the Bank’s policies. Operational Risk Event Monitoring In order to reduce the Bank’s exposure to future loss, it is critical that the Bank remains aware of and responds to its own and industry oper- ational risks. The Bank’s policies and processes require that operational risk events be identified, tracked, and reported to the appropriate level of management to ensure that the Bank analyzes and manages such risks appropriately and takes suitable corrective and preventative action. The Bank also reviews, analyzes, and benchmarks TD against industry operational risk losses that have occurred at other financial institutions using information acquired through recognized industry data providers. Risk Reporting Risk Management, in partnership with senior management, regularly monitors risk-related measures and the status of risk throughout the Bank to report to senior business management and the Risk Committee of the Board. Operational risk measures are systematically tracked, assessed, and reported to ensure management accountability and attention are maintained over current and emerging issues. Insurance Operational Risk Management includes oversight of the effective use of insurance aligned with the Bank’s risk management strategy and risk appetite. To provide the Bank with additional protection from loss, Risk Management manages a comprehensive portfolio of insurance and other risk mitigating arrangements. The insurance terms and provisions, including types and amounts of coverage in the portfolio, are continu- ally assessed to ensure that both the Bank’s tolerance for risk and, where applicable, statutory requirements are satisfied. The manage- ment process includes conducting regular in-depth risk and financial analysis and identifying opportunities to transfer elements of TD’s risk to third parties where appropriate. The Bank transacts with external insurers that satisfy the Bank’s minimum financial rating requirements. Technology, Information and Cyber Security Virtually all aspects of the Bank’s business and operations use technol- ogy and information to create and support new markets, competitive products and delivery channels, and other business developments. The key risks are associated with the operational availability, integrity, confidentiality, and security of the Bank’s information, systems, and infrastructure. These risks are actively managed through enterprise- wide technology risk and information security management programs using industry best practices and the Bank’s operational risk manage- ment framework. These programs include robust threat and vulnerabil- ity assessments, as well as security and disciplined change management practices. Business Continuity and Crisis/Incident Management During incidents that could disrupt the Bank’s business and operations, Business Continuity Management supports the ability of senior manage- ment to continue to manage and operate their businesses, and provide customers access to products and services. The Bank’s robust enter- prise-wide business continuity management program includes formal crisis management protocols and continuity strategies. All areas of the Bank are required to maintain and regularly test business continuity plans designed to respond to a broad range of potential scenarios. Supplier Management A third party supplier/vendor is an entity that supplies a particular product or service to or on behalf of the Bank. The benefits of leverag- ing third parties include access to leading technology, specialized expertise, economies of scale, and operational efficiencies. While these relationships bring benefits to the Bank’s businesses and customers, the Bank also needs to manage and minimize any risks related to the activity. The Bank does this through an enterprise-level third-party risk management program that guides third-party activities throughout the life cycles of the arrangements and ensures the level of risk management and senior management oversight is appropriate to the size, risk, and importance of the third-party arrangement. Project Management The Bank has established a disciplined approach to project manage- ment across the enterprise coordinated by the Bank’s Enterprise Project Management Office (EPMO). This approach involves senior manage- ment governance and oversight of the Bank’s project portfolio and leverages leading industry practices to guide TD’s use of standardized project management methodology, defined project management accountabilities and capabilities, and project portfolio reporting and management tools to support successful project delivery. 87 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISFinancial Crime Detecting fraud and other forms of financial crime is very important to the Bank. To do this, TD maintains extensive security systems, protocols and practices to detect and mitigate financial crimes against the Bank. Excluding those events involving litigation, the Bank did not experience any material single operational risk loss event in 2014. Refer to Note 29 of the 2014 Consolidated Financial Statements for further informa- tion on material legal or regulatory actions. Model Risk Management TD defines Model Risk as the potential for adverse consequences arising from decisions based on incorrect or misused models and their outputs. It can lead to financial loss or incorrect business and strategic decisions. The Bank manages this risk in accordance with management approved model risk, policies, and supervisory guidance which encom- pass the entire life cycle of a model, including proof of concept, devel- opment, initial and ongoing validation, implementation, usage, and ongoing model performance monitoring. The model risk management regime also captures key processes that may be partially or wholly qualitative, or based on expert judgment. Examples of key processes include ICAAP, liquidity management, and Basel frameworks. Business segments identify the need for a new model or process and are responsible for development and documentation according to Bank policies and standards. During model development, all controls with respect to code generation, acceptance testing, and usage are estab- lished and documented to a level of detail and comprehensiveness matching the materiality and complexity of the model. Once models are implemented, business owners are responsible for ongoing perfor- mance monitoring and usage in accordance with the Bank’s model risk policy to ensure there is no inappropriate use of models. In cases where a model is deemed obsolete or unsuitable for its originally intended purposes, it is decommissioned in accordance with the Bank’s policies. Risk Management maintains a centralized model inventory and provides oversight of all models defined in the Bank’s model risk policy and is responsible for validation and approval of new models, the peri- odic validation of all existing models on a pre-determined schedule depending on regulatory requirements and materiality, and regular monitoring of model performance. The validation process varies in rigour, depending on the model type and use, but generally includes a detailed determination of: • the conceptual soundness of model methodologies and underlying quantitative and qualitative assumptions; • the risk associated with a model based on complexity and materiality; • the sensitivity of a model to model assumptions and changes in data inputs including stress testing; and • the limitations of a model and the compensating risk mitigation mechanisms in place to address the limitations. When appropriate, initial validation includes a benchmarking exercise which may include the building of an independent model based on a similar or alternative validation approach. The results of the benchmark model are compared to the model being assessed to validate the appropriateness of the model’s methodology and its implementation. At the conclusion of the validation process, a model will either be approved for use, or should a model fail validation, require redevelop- ment or other courses of action. Models or processes identified as obsolete, or no longer appropriate for use through changes in industry practice, the business environment, or Bank strategies are subject to decommissioning. Decommissioning responsibilities are shared between business owners and Risk Management. In order to effectively mitigate model risk in this phase, implementation of Risk Management approved interim risk mitigation mechanisms is required before the model can be decommissioned or replaced. Insurance Risk Insurance risk is the risk of financial loss due to actual experience emerging differently from expectations in insurance product pricing or reserving. Unfavourable experience could emerge due to adverse fluctuations in timing, actual size, and/or frequency of claims (for example, non-life premium risk, non-life reserving risk, catastrophic risk, mortality risk, morbidity risk, and longevity risk), policyholder behaviour, or associated expenses. Insurance contracts provide financial protection by transferring insured risks to the issuer in exchange for premiums. The Bank is exposed to insurance risk through its property and casualty insurance business, life and health insurance business, and reinsurance business. WHO MANAGES INSURANCE RISK Senior management within the insurance business units has primary responsibility for managing insurance risk with oversight by the Chief Risk Officer for Insurance who reports into Risk Management. The Audit Committee of the Board acts as the Audit and Conduct Review Committee for the Canadian Insurance company subsidiaries. The Insurance company subsidiaries also have their own Boards of Directors who provide additional risk management oversight. HOW TD MANAGES INSURANCE RISK The Bank’s risk governance practices ensure strong independent oversight and control of risk within the insurance business. The Risk Committee for the insurance business provides critical oversight of the risk management activities within the business. The Bank’s Insurance Risk Management Framework and Insurance Risk Policy collectively outline the internal risk and control structure to manage insurance risk and include risk appetite, policies, processes, as well as limits and governance. These documents are maintained by Risk Management and support alignment with the Bank’s risk appetite for insurance risk. The assessment of reserves for claim liabilities is central to the insur- ance operation. The Bank establishes reserves to cover estimated future payments (including loss adjustment expenses) on all claims arising from insurance contracts underwritten. The reserves cannot be estab- lished with complete certainty, and represent management’s best esti- mate for future claim payments. As such, the Bank regularly monitors liability estimates against claims experience and adjusts reserves as appropriate if experience emerges differently than anticipated. Claim liabilities are governed by the Bank’s general insurance reserving policy. Sound product design is an essential element of managing risk. The Bank’s exposure to insurance risk is generally short-term in nature as the principal underwriting risk relates to automobile and home insurance for individuals. Insurance market cycles, as well as changes in automobile insurance legislation, the judicial environment, trends in court awards, climate patterns, and the economic environment may impact the performance of the insurance business. Consistent pricing policies and underwriting standards are maintained and compliance with such policies is moni- tored by the Risk Committee for the insurance business. Automobile insurance is provincially legislated and as such, policy- holder benefits may differ between provinces. There is also exposure to geographic concentration risk associated with personal property coverage. Exposure to insurance risk concentrations is managed through established underwriting guidelines, limits, and authorization levels that govern the acceptance of risk. Concentration risk is also mitigated through the purchase of reinsurance. Strategies are in place to manage the risk to the Bank’s reinsurance business. Underwriting risk on business assumed is managed through a policy that limits exposure to certain types of business and countries. The vast majority of reinsurance treaties are annually renewable, which minimizes long term risk. Pandemic exposure is reviewed and estimated annually. 88 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISLiquidity Risk The risk of having insufficient cash or collateral to meet financial obligations without, in a timely manner, raising funding at unfavourable rates or selling assets at distressed prices. Financial obligations can arise from deposit withdrawals, debt maturities, commitments to provide credit or liquidity support, or the need to pledge additional collateral. As a financial organization, TD must ensure that the Bank has continu- ous access to sufficient and appropriate funding to cover its financial obligations as they come due, and to sustain and grow TD’s businesses under normal and stress conditions. In the event of a funding disrup- tion, the Bank must be able to continue operating without being required to sell non-marketable assets and/or significantly altering the Bank’s business strategy. The process that ensures adequate access to funding, and availability of liquid assets and/or collateral under both normal and stress conditions is known as liquidity risk management. HOW TD MANAGES LIQUIDITY RISK The Bank’s overall liquidity requirement is defined as the amount of liquid assets the Bank needs to hold to be able to cover expected future cash flow requirements, plus a prudent reserve against potential cash outflows in the event of a capital markets disruption or other events that could affect TD’s access to funding. The Bank does not rely on short-term wholesale funding for purposes other than funding marketable securities or short-term assets. To define the amount of liquidity that must be held for a rolling 90-day period, the Bank uses a conservative “Severe Combined Stress” scenario that models potential liquidity requirements and asset marketability during a crisis that has been triggered in the markets, specifically with respect to a lack of confidence in TD’s ability to meet obligations as they come due. The Bank also assumes loss of access toall forms of external unsecured funding during the 90-day period. In addition to this bank-specific event, the “Severe Combined Stress” scenario also incorporates the impact of a stressed market-wide liquidity event that results in a significant reduction in the availability of both short-term and long-term funding for all institutions, a significant increase in the Bank’s cost of funds, and a significant decrease in the marketability of assets. The Bank also calculates “required liquidity” for this scenario related to the following conditions: • 100% of all maturing unsecured wholesale and secured funding coming due; • accelerated attrition or “run-off” of retail deposit balances; • increased utilization of available credit facilities to personal, commercial, and corporate lending customers; • increased collateral requirements associated with downgrades in TD’s credit rating and adverse movement in reference rates for all derivative contracts; and • coverage of maturities related to Bank-sponsored funding programs, such as the bankers’ acceptances the Bank issues on behalf of clients and short-term revolving asset-backed commercial paper (ABCP) channels. TD’S LIQUIDITY RISK APPETITE The Bank maintains a sound and prudent approach to managing its potential exposure to liquidity risk. The Bank targets a 90-day survival horizon under a combined Bank-specific and market-wide stress scenario, and a 365-day survival horizon under a prolonged Bank- specific stress scenario that impacts the Bank’s access to unsecured wholesale funding. The resultant management strategies and actions comprise an integrated liquidity risk management program that ensures low exposure to identified sources of liquidity risk. Liquidity Risk Management Responsibility The Bank’s Asset, Liability and Capital Committee (ALCO) oversees the Bank’s liquidity risk management program. It ensures there are effec- tive management structures and policies in place to properly measure and manage liquidity risk. The Global Liquidity Forum (GLF), a subcom- mittee of the ALCO comprised of senior management from TBSM, Risk Management, Finance, Wholesale Banking, and representatives from foreign operations, identifies and monitors TD’s liquidity risks. The GLF recommends actions to the ALCO to maintain TD’s liquidity positions within limits under normal and stress conditions. The following treasury areas are responsible for measuring, monitor- ing, and managing liquidity risks for major business segments: • TBSM is responsible for maintaining the Global Liquidity and Asset Pledging Policy (GLAP) and associated limits, standards, and processes to ensure that consistent and efficient liquidity manage- ment approaches are applied across all of the Bank’s operations. TBSM also manages and reports the combined Canadian Retail (including domestic wealth businesses), Corporate segment, and Wholesale Banking liquidity positions. • U.S. TBSM is responsible for managing the liquidity position for U.S. Retail operations. • Other regional treasury-related operations, including those within TD’s insurance, foreign branches, and/or subsidiaries are responsible for managing their liquidity risk and positions. • Management responsible for overseeing liquidity at the regional level ensure that policies and liquidity risk management programs are consistent with the GLAP and address local business conditions and/or regulatory requirements. • The GLAP is subject to review and approval by the GLF and endorse- ment by the ALCO. • The Risk Committee of the Board frequently reviews reporting of the Bank’s liquidity position and approves the Liquidity Risk Management Framework and Board Policies annually. 89 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISTD’s liquidity policy stipulates that the Bank must maintain sufficient “available liquidity” to cover “required liquidity” at all times through- out the Severe Combined Stress scenario. The liquid assets TD includes as available liquidity must be currently marketable, of sufficient credit quality and available-for-sale and/or pledging to be considered readily convertible into cash over the 90-day survival horizon. Liquid assets that TD considers when determining the Bank’s available liquidity are summarized in the following table, which does not include assets held within the Bank’s insurance businesses, as these assets are dedicated to cover insurance liabilities and are not considered available to meet the Bank’s general liquidity requirements. T A B L E 5 8 SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY1,2 (billions of Canadian dollars, except as noted) As at Cash and due from Banks Canadian government obligations NHA MBS Provincial government obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total Canadian dollar-denominated Cash and due from Banks U.S. government obligations U.S. federal agency obligations, including U.S. federal agency mortgage-backed obligations Other sovereign obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total non-Canadian dollar-denominated Total Canadian government obligations NHA MBS Provincial government obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total Canadian dollar-denominated Cash and due from Banks U.S. government obligations U.S. federal agency obligations, including U.S. federal agency mortgage-backed obligations Other sovereign obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total non-Canadian dollar-denominated Total Securities received as collateral from securities financing and derivative transactions Bank-owned liquid assets Total liquid assets Encumbered Unencumbered liquid assets liquid assets October 31, 2014 $ 0.1 10.0 39.4 6.9 8.3 22.7 2.4 89.8 39.8 – 31.2 23.3 54.5 9.7 4.2 162.7 $ 252.5 $ 16.7 42.6 4.3 6.5 20.1 2.8 93.0 20.6 1.7 26.0 27.4 41.7 8.0 6.0 131.4 $ 224.4 $ – 27.2 1.0 5.2 3.4 3.8 0.9 41.5 – 24.8 5.6 28.7 10.8 2.6 0.1 72.6 $ 0.1 37.2 40.4 12.1 11.7 26.5 3.3 131.3 39.8 24.8 36.8 52.0 65.3 12.3 4.3 235.3 –% $ 10 11 4 3 7 1 36 11 7 10 14 18 3 1 64 – 21.0 2.1 6.7 0.2 6.2 0.8 37.0 1.1 23.6 13.1 10.5 13.8 1.7 – 63.8 $ 114.1 $ 366.6 100% $ 100.8 $ 0.1 16.2 38.3 5.4 11.5 20.3 2.5 94.3 38.7 1.2 23.7 41.5 51.5 10.6 4.3 171.5 $ 265.8 $ 27.3 0.6 5.4 4.0 3.0 0.2 40.5 – 28.6 4.9 23.8 2.6 1.7 5.5 67.1 $ 44.0 43.2 9.7 10.5 23.1 3.0 133.5 20.6 30.3 30.9 51.2 44.3 9.7 11.5 198.5 13% 13 3 3 7 1 40 6 9 9 16 13 3 4 60 $ 25.3 7.9 5.9 0.6 4.8 0.3 44.8 0.5 28.6 7.7 3.1 5.1 0.8 5.8 51.6 $ 107.6 $ 332.0 100% $ 96.4 October 31, 2013 $ 18.7 35.3 3.8 9.9 18.3 2.7 88.7 20.1 1.7 23.2 48.1 39.2 8.9 5.7 146.9 $ 235.6 1 Positions stated include gross asset values pertaining to secured borrowing/lending and reverse-repurchase/repurchase businesses. 2 Liquid assets include collateral received that can be rehypothecated or otherwise redeployed. 90 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Liquid assets are held in The Toronto-Dominion Bank and multiple domestic and foreign subsidiaries and branches and are summarized in the following table. T A B L E 5 9 SUMMARY OF UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES1 (billions of Canadian dollars) The Toronto-Dominion Bank (Parent) Bank subsidiaries Foreign branches Total 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current year. The Bank’s monthly average liquid assets for the years ended October 31 are summarized in the following table. October 31 2014 $ 89.4 150.2 26.2 $ 265.8 As at October 31 2013 $ 57.7 143.3 34.6 $ 235.6 T A B L E 6 0 SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY1 (billions of Canadian dollars, except as noted) Average for the year ended Cash and due from Banks Canadian government obligations NHA MBS Provincial government obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total Canadian dollar-denominated Cash and due from Banks U.S. government obligations U.S. federal agency obligations, including U.S. federal agency mortgage-backed obligations Other sovereign obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total non-Canadian dollar-denominated Total Canadian government obligations NHA MBS Provincial government obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total Canadian dollar-denominated Cash and due from Banks U.S. government obligations U.S. federal agency obligations, including U.S. federal agency mortgage-backed obligations Other sovereign obligations Corporate issuer obligations Equities Other marketable securities and/or loans Total non-Canadian dollar-denominated Total Securities received as collateral from securities financing and derivative transactions2 Bank-owned liquid assets $ 0.3 10.2 40.0 5.4 9.6 23.3 2.1 90.9 33.8 1.0 28.8 24.5 49.5 8.8 5.4 151.8 $ 242.7 $ 15.0 39.8 4.0 6.6 21.4 1.6 88.4 19.0 3.0 25.7 25.2 37.0 5.3 7.5 122.7 $ 211.1 $ – 30.0 0.7 5.5 3.4 3.8 1.0 44.4 – 30.5 5.0 23.8 4.7 2.8 3.6 70.4 $ 114.8 $ 28.8 0.5 5.6 3.5 4.0 0.2 42.6 – 28.6 5.2 20.9 2.4 1.8 8.0 66.9 $ 109.5 1 Positions stated include gross asset values pertaining to secured borrowing/lending and reverse-repurchase/repurchase businesses. 2 Liquid assets include collateral received that can be rehypothecated or otherwise redeployed. Total liquid assets Encumbered Unencumbered liquid assets2 liquid assets October 31, 2014 –% $ $ 0.3 40.2 40.7 10.9 13.0 27.1 3.1 135.3 33.8 31.5 33.8 48.3 54.2 11.6 9.0 222.2 $ 357.5 $ 43.8 40.3 9.6 10.1 25.4 1.8 131.0 19.0 31.6 30.9 46.1 39.4 7.1 15.5 189.6 $ 320.6 11 11 3 4 8 1 38 9 9 9 14 15 3 3 62 100% 14% 12 3 3 8 1 41 6 10 10 14 12 2 5 59 100% – 23.3 4.7 6.0 0.7 5.0 0.9 40.6 0.8 30.5 10.0 6.6 8.5 1.8 3.2 61.4 $ 102.0 $ 23.8 7.8 5.4 0.6 5.3 0.3 43.2 0.1 29.9 7.8 2.5 4.9 1.1 8.2 54.5 $ 97.7 $ 0.3 16.9 36.0 4.9 12.3 22.1 2.2 94.7 33.0 1.0 23.8 41.7 45.7 9.8 5.8 160.8 $ 255.5 October 31, 2013 $ 20.0 32.5 4.2 9.5 20.1 1.5 87.8 18.9 1.7 23.1 43.6 34.5 6.0 7.3 135.1 $ 222.9 91 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Average liquid assets held in The Toronto-Dominion Bank and multiple domestic and foreign subsidiaries and branches are summarized in the following table. T A B L E 6 1 SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES1 (billions of Canadian dollars) The Toronto-Dominion Bank (Parent) Bank subsidiaries Foreign branches Total 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current year. Average for the year ended October 31 2014 October 31 2013 $ 71.1 149.5 34.9 $ 255.5 $ 60.0 131.4 31.5 $ 222.9 Unencumbered liquid assets are represented in a cumulative liquidity gap framework with adjustments made for estimated market or trading depth for each asset class, settlement timing, and/or other identified impediments to potential sale or pledging. In addition, the fair market value of securities will fluctuate based on changes in prevailing interest rates, credit spreads, and/or market demand. Where appropriate, the Bank applies a downward adjustment to current market value reflective of expected market conditions and investor requirements during the “Severe Combined Stress” scenario. Overall, the Bank expects the reduction in current market value to be low given the underlying high credit quality and demonstrated liquidity of the Bank’s liquid asset port- folio. Available liquidity also includes the Bank’s estimated borrowing capacity through the Federal Home Loan Bank (FHLB) System in the U.S. TD has access to the Bank of Canada’s Emergency Lending Assistance Program, the Federal Reserve Bank Discount Window in the U.S. and European Central Bank standby liquidity facilities. TD does not consider borrowing capacity at central banks as a source of available liquidity when assessing liquidity positions. The Bank does not consolidate the surplus liquidity of U.S. Retail with the positions of other entities due to investment restrictions imposed by the U.S. Federal Reserve on funds generated from deposit taking activities by member financial institutions. Surplus liquidity domiciled in certain wealth and insurance business subsidiaries are also not included in the enterprise liquidity position calculation due to local regulatory investment restrictions. The ongoing management of business segment liquidity in accor- dance with stress scenario related limits ensures there will be sufficient sources of cash and collateral in a liquidity stress event. Additional stress scenarios are also used to evaluate the potential range of liquidity requirements the Bank could encounter. The Bank has liquidity contin- gency funding plans (CFP) in place at the enterprise level and for local entities, to document liquidity management actions and governance in relation to stress events. CFP documentation is an integral component of the Bank’s overall liquidity risk management program. Credit ratings are important to TD’s borrowing costs and ability to raise funds. Rating downgrades could potentially result in higher financ- ing costs and reduce access to capital markets, and could also affect the Bank’s ability to enter into routine derivative or hedging transactions. Credit ratings and outlooks provided by rating agencies reflect their views and are subject to change from time-to-time, based on a number of factors including the Bank’s financial strength, competitive position, and liquidity, as well as factors not entirely within the Bank’s control, including the methodologies used by rating agencies and conditions affecting the overall financial services industry. T A B L E 6 2 CREDIT RATINGS1 Ratings agency Moody’s S&P DBRS October 31, 2014 Short-term debt rating Senior long-term debt rating and outlook P-1 A-1+ R-1 (high) Aa1 AA- AA Negative Negative Stable 1 The above ratings are for The Toronto-Dominion Bank legal entity. A more extensive listing, including subsidiaries’ ratings, is available on the Bank’s website at http://www.td.com/investor/credit.jsp. Credit ratings are not recommendations to purchase, sell or hold a financial obligation inasmuch 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. 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 Bank holds liquid assets to ensure TD is able to provide additional collateral required by trading counterparties in the event of a one-notch downgrade in the Bank’s senior long-term credit ratings. Severe downgrades could have an impact on liquidity require- ments by necessitating the Bank to post additional collateral for the benefit of the Bank’s trading counterparties. The following table pres- ents the additional collateral payments that could have been called at the reporting date in the event of one, two, and three-notch down- grades of the Bank’s credit ratings. T A B L E 6 3 ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES (billions of Canadian dollars) Average for the year ended One-notch downgrade Two-notch downgrade Three-notch downgrade 92 October 31 October 31 2013 2014 $ 0.3 0.3 0.6 $ 0.4 0.7 0.9 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS In the course of the Bank’s day-to-day operations, securities and other assets are pledged to obtain funding and participate in clearing and/or settlement systems. A summary of encumbered and unencumbered assets is presented in the following table. T A B L E 6 4 ENCUMBERED AND UNENCUMBERED ASSETS1 (billions of Canadian dollars, except as noted) Cash and due from banks Interest-bearing deposits with banks Securities, trading loans, and other7 Derivatives Securities purchased under reverse repurchase agreements8 Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Goodwill Other intangibles Land, buildings, equipment, and other depreciable assets Deferred tax assets Other assets9 Total on-balance sheet assets Off-balance sheet items10 Securities purchased under reverse repurchase agreements Securities borrowing and collateral received Margin loans and other client activity Total off-balance sheet items Total Cash and due from banks Interest-bearing deposits with banks Securities, trading loans, and other7 Derivatives Securities purchased under reverse repurchase agreements8 Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Goodwill Other intangibles Land, buildings, equipment, and other depreciable assets Deferred tax assets Other assets9 Total on-balance sheet assets Off-balance sheet items10 Securities purchased under reverse repurchase agreements Securities borrowing and collateral received Margin loans and other client activity Total off-balance sheet items Total Encumbered2 Unencumbered Other4 – $ 2.5 9.8 – – 48.2 – – – – – – – 60.5 – – – – $ 60.5 $ – 1.3 10.1 – – 55.1 – – – – – – – 66.5 – – – – $ 66.5 $ Available as Collateral5 – 35.1 147.4 – – 75.4 – – – – – – – 257.9 29.0 7.1 11.0 47.1 $ 305.0 $ – 21.6 135.7 – – 67.0 – – – – – – – 224.3 30.8 6.0 11.5 48.3 $ 272.6 $ Other6 2.8 4.1 13.1 55.4 75.0 340.2 13.1 5.6 14.2 2.7 4.9 2.0 20.5 553.6 (75.0) – (7.0) (82.0) $ 471.6 $ 3.6 3.6 18.2 49.5 64.3 307.8 6.4 5.3 13.3 2.5 4.6 1.8 19.3 500.2 (64.3) – (7.4) (71.7) $ 428.5 $ Pledged as Collateral3 – 2.1 55.5 – – 15.1 – – – – – – – 72.7 66.5 16.4 1.7 84.6 $ 157.3 $ – 2.1 53.9 – – 15.0 – – – – – – – 71.0 51.8 17.7 1.3 70.8 $ 141.8 As at October 31, 2014 Encumbered Total Assets as a % Assets of Total Assets $ 2.8 43.8 225.8 55.4 75.0 478.9 13.1 5.6 14.2 2.7 4.9 2.0 20.5 $ 944.7 –% 0.5 6.9 – – 6.7 – – – – – – – 14.1% October 31, 2013 $ 3.6 28.6 217.9 49.5 64.3 444.9 6.4 5.3 13.3 2.5 4.6 1.8 19.3 $ 862.0 –% 0.4 7.4 – – 8.1 – – – – – – – 15.9% 1 Certain comparative amounts have been restated to conform with the presentation adopted in the current year. 2 Asset encumbrance has been analyzed on an individual asset basis. Where a partic- ular asset has been encumbered and TD has holdings of the asset both on-balance sheet and off-balance sheet, it is assumed for the purpose of this disclosure that the on-balance sheet holding is encumbered ahead of the off-balance sheet holding. 3 Represents assets that have been posted externally to support the Bank’s liabilities and day-to-day operations including securities related to repurchase agreements, securities lending, clearing and payment systems, and assets pledged for derivative transactions. Also includes assets that have been pledged supporting Federal Home Loan Bank (FHLB) activity. 4 Assets supporting TD’s funding activities, assets pledged against securitization liabilities, and assets held by consolidated securitization vehicles or in pools for covered bond issuance, and assets covering short sales. 5 Assets that are considered readily available in their current legal form to generate funding or support collateral needs. This category includes reported FHLB assets that remain unutilized and held-to-maturity securities that are available for collateral purposes however not regularly utilized in practice. 6 Assets that cannot be used to support funding or collateral requirements in their current form. This category includes those assets that are potentially eligible as funding program collateral (for example, CMHC insured mortgages that can be securitized into NHA MBS). 7 Securities include trading loans, securities, and other financial assets designated at fair value through profit or loss, available-for-sale securities, and held-to- maturity securities. 8 Assets reported in Securities purchased under reverse repurchase agreements repre- sent the value of these transactions, and not the value of the collateral received. 9 Other assets include amounts receivable from brokers, dealers, and clients. 10 Off-balance sheet items include the collateral value from the securities received under reverse repurchase, securities borrowing, margin loans, and other client activity. The loan value from the reverse repurchase transactions and margin loans/client activity is deducted from the on-balance sheet Unencumbered – Other category. 93 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Refer to Note 29 of the Consolidated Financial Statements “Pledged Assets and Collateral” discussion for details on financial assets accepted as collateral that the Bank is permitted to sell or repledge in the absence of default. FUNDING The Bank has access to a variety of short-term and long-term unse- cured and secured funding sources, including securitization channels that it uses to meet funding requirements. The Bank’s funding activities are conducted in accordance with the GLAP Policy that requires, among other things, assets be funded to the appropriate term or stressed trading market depth. The Bank’s primary approach to managing funding activities is to maximize the use of deposits raised through personal and commercial banking channels. The following table illustrates the Bank’s large base of personal and commercial, domestic wealth, and TD Ameritrade sweep deposits (collectively P&C deposits) that make up over 70% of total funding excluding securitization. The amount of stable long-term funding provided by demand or non-specific maturity P&C deposits is determined based on demonstrated balance permanence under the “Severe Combined Stress” scenario. T A B L E 6 5 SUMMARY OF DEPOSIT FUNDING (billions of Canadian dollars) P&C deposits – Canadian Retail P&C deposits – U.S. Retail Other deposits Total 2014 2013 $ 273.2 227.1 1.1 $ 501.4 $ 260.5 200.0 2.0 $ 462.5 The Bank maintains an active external funding program to provide access to diversified funding sources, including asset securitization, covered bonds, and unsecured wholesale debt. The Bank’s wholesale funding is diversified geographically, by currency, and by distribution network. The Bank maintains depositor concentration limits against short-term wholesale deposits so that it does not depend on one or small groups of depositors for funding. The Bank further limits short- term wholesale funding that can mature in a given time period in an effort to mitigate exposures to refinancing risk during a stress event. The Bank continues to explore all opportunities to access lower-cost funding on a sustainable basis. The following table represents the various sources of funding obtained as at October 31, 2014 and October 31, 2013. T A B L E 6 6 WHOLESALE FUNDING (millions of Canadian dollars) Less than 1 month months months 3 to 6 6 months Over 1 to 2 years to 1 year 1 to 3 As at October 31 October 31 2013 2014 Over 2 years Total Total Deposits from Banks1 Bearer Deposit Note Certificates of Deposit Commercial Paper Asset Backed Commercial Paper2 Covered Bonds Mortgage Securitization Senior Unsecured Medium Term Notes Subordinated Notes and Debentures3 Term Asset Backed Securities Other4 Total Of which: Secured Unsecured Total 29 $ $ 6,578 $ 3,126 $ 143 12,191 4,153 1,075 – 19 228 – – 2,339 17 $ 10,491 $ 11,025 2,627 716 – – 69,381 56,139 8,192 – 4,081 – 10,860 16,511 10,442 23,349 36,158 47,552 18,933 41,268 23,290 7,982 1,662 6,989 $ 26,726 $ 26,433 $ 18,353 $ 39,474 $ 25,343 $ 62,897 $ 199,226 $ 179,981 3 $ – 120 – – 3,398 7,657 14,165 – – – 738 $ 2 13,157 564 504 – 2,864 446 – – 78 8 27,501 732 10 2,253 1,590 7,220 – – 131 563 16,412 2,695 1,510 – 679 276 – – 1,172 7,785 1,953 – 7,785 1,953 3,720 8,144 3,099 $ 1,094 $ 2,189 $ 3,368 $ 3,853 $ 11,055 $ 36,162 $ 57,721 $ 63,737 25,632 26,735 141,505 116,244 $ 26,726 $ 26,433 $ 18,353 $ 39,474 $ 25,343 $ 62,897 $ 199,226 $ 179,981 14,288 24,244 35,621 14,985 1 Includes fixed-term deposits with banks. 2 Represents asset-backed commercial paper (ABCP) issued by consolidated Bank-owned structured entities. 3 Subordinated notes and debentures are not considered wholesale funding as they may be raised primarily for capital management purposes. 4 Includes fixed-term deposits from non-bank institutions. 94 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Excluding Wholesale Banking mortgage aggregation business, the Bank’s total 2014 mortgage-backed securities issuance was $3.8 billion (2013 – $6.3 billion), and other real-estate secured issu- ance using asset-backed securities was $1 billion (2013 – $1 billion). The Bank also issued $17.4 billion of unsecured medium-term notes (2013 – $13.4 billion) and $8.6 billion of covered bonds, in various currencies and markets during the year ended October 31, 2014 (2013 – nil). This includes unsecured medium-term notes and covered bonds settling subsequent to year end. Refer to Note 37 of the Bank’s 2014 Consolidated Financial Statements for further details. REGULATORY DEVELOPMENTS CONCERNING LIQUIDITY AND FUNDING In May 2014, OSFI released the final LAR guideline which establishes two minimum standards based on the Basel III framework with national supervisory discretion applied to certain treatments: the LCR effective January 1, 2015, and the Net Stable Funding Ratio (NSFR) effective January 1, 2018. These requirements are supplemented by additional supervisory monitoring metrics including the liquidity and intraday liquidity monitoring tools as considered in the Basel III frame- work and the OSFI-designed Net Cumulative Cash Flow (NCCF). Banks are required to submit monthly LCR and NCCF starting with the January 2015 positions and are required to comply with the 100% LCR limit from the first reporting. TD is well prepared to meet the regulatory reporting and LCR compliance requirements and is finalizing strategies to align its liquidity risk management framework with the new regulatory standards. In July 2014, OSFI released the final guideline on “Public Disclosure Requirements for Domestic Systematically Important Banks on Liquidity Coverage Ratio”. D-SIBs are required to implement the Basel LCR Disclosure Standards beginning with the second quarter of 2015 reporting period. In October 2014, Basel Committee on Banking Supervision released the final standard for “Basel III: the net stable funding ratio.” The NSFR requires that the ratio of available stable funding over required stable funding be greater than 100%. The NSFR is designed to reduce struc- tural funding risk by requiring banks to have sufficient stable sources of funding and lower reliance on funding maturing in 1 year to support their businesses. The NSFR is expected to become a minimum standard by January 1, 2018. On August 1, 2014, the Department of Finance released a public consultation paper (the “Bail-in Consultation”) regarding a proposed Taxpayer Protection and Bank Recapitalization regime (commonly referred to as “bail-in”) which outlines their intent to implement a comprehensive risk management framework for Canada’s D-SIBs, which includes TD. The regime is aimed at reducing the likelihood of failure of systemically important banks and providing authorities with the means to restore a bank to viability in the unlikely event that a bank should fail, without disrupting the financial system or economy and without using taxpayer funds. When the regime is in place, it will allow for the expedient conversion of certain bank liabilities into regu- latory capital when OSFI has determined that a bank has become or is about to become non-viable. It is proposed in the Bail-in Consultation that the conversion power only apply to long-term senior debt that is issued, originated, or renegotiated after an implementation date determined by the Government of Canada (GoC). The GoC has also proposed that in order to have sufficient loss absorbing capacity that D-SIBs be subject to a higher loss absorbency requirement of between 17 to 23% of RWA, which can be met through the sum of regulatory capital (for example, common equity and NVCC instruments) and long-term senior debt. The Bail-in Consultation period ended in September 2014, and no implementation timeline has been provided. MATURITY ANALYSIS OF ASSETS, LIABILITIES AND OFF-BALANCE SHEET COMMITMENTS The following table summarizes on-balance and off-balance sheet categories by remaining contractual maturity. Off-balance sheet commitments include contractual obligations to make future payments on operating and capital lease commitments, certain purchase obliga- tions and other liabilities. The values of credit instruments reported below represent the maximum amount of additional credit that the Bank could be obligated to extend should contracts be fully utilized. Since a significant portion of guarantees and commitments are expected to expire without being drawn upon, the total of the contrac- tual amounts is not representative of 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 Bank’s asset/liability matching or exposure to interest rate and liquidity risk. The Bank ensures that assets are appropriately funded to protect against borrowing cost volatility and potential reductions to funding market availability (that is, the Bank does not fund illiquid long-term assets with short-term maturity borrowings). The Bank utilizes stable P&C non-specific maturity deposits (chequing and savings accounts) and P&C term deposits as the primary source of long-term funding for the Bank’s non-trading assets. The Bank also funds the stable balance of revolving lines of credit with long-term funding sources. The Bank conducts long-term funding activities based on the projected net growth for non-trading assets after considering such items as new business volumes, renewals of both term loans and term deposits, and how customers exercise options to prepay loans and pre-redeem deposits. The Bank targets to match funding maturities as closely as possible to the expected maturity profile of its balance sheet. The Bank also raises shorter-term unsecured wholesale deposits to fund trading assets based on its internal estimates of liquidity of these assets under stressed market conditions. 95 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIST A B L E 6 7 REMAINING CONTRACTUAL MATURITY (millions of Canadian dollars) As at October 31, 2014 Less than 1 month 1 to 3 months 3 to 6 months 6 to 9 months 9 months to 1 year Over 1 to Over 2 to 5 years 2 years Over No Specific 5 years Maturity Total Assets Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other1 Derivatives Financial assets designated at fair value through profit or loss Available-for-sale securities Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total loans Allowance for loan losses Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Goodwill2 Other intangibles2 Land, buildings, equipment, and other depreciable assets2 Deferred tax assets Amounts receivable from brokers, dealers, and clients Other assets Total assets Liabilities Trading deposits Derivatives Securitization liabilities at fair value Other financial liabilities designated at fair value through profit or loss Deposits3,4 Personal Banks Business and government Total deposits Acceptances Obligations related to securities sold short1 Obligations related to securities sold under repurchase agreements Securitization liabilities at amortized cost Amounts payable to brokers, dealers, and clients Insurance-related liabilities Other liabilities5 Subordinated notes and debentures Liability for capital trust securities Equity Total liabilities and equity Off-balance sheet commitments Purchase obligations Operating lease commitments Network service agreements Automated teller machines Contact center technology Software licensing and equipment maintenance Credit and liquidity commitments Financial and performance standby letters of credit Documentary and commercial letters of credit Commitments to extend credit and liquidity6,7 $ $ 2,769 28,693 1,827 5,829 172 482 98 12 358 2,347 4,827 1,411 1,350 1,353 $ – 355 3,281 2,929 662 1,851 485 $ – 45 2,225 2,941 469 1,719 966 $ – $ 145 2,620 1,691 419 393 573 – $ – 5,219 7,064 – $ – 17,831 14,372 – $ – 14,887 15,710 274 5,316 5,807 348 24,877 20,478 814 25,089 27,217 14,177 50,936 – 176 1,931 – – $ 2,781 43,773 101,173 55,363 4,745 63,008 56,977 33,684 18,090 13,563 3,413 6,037 205 39 – – 75,031 1,174 991 – 15,766 12 17,943 – 17,943 11,256 – – – – – 1,735 1,352 – 3,883 12 6,982 – 6,982 1,796 – – – – – 5,052 2,446 – 3,606 34 11,138 – 11,138 22 – – – 8,669 2,498 – 6,384 254 17,805 – 17,805 6 – – – 8,566 3,270 – 3,487 – 15,323 – 15,323 – – – – – – – – – – 52,314 14,097 – 9,451 147 76,009 – 76,009 – – – – – – 94,362 24,505 – 36,813 499 156,179 – 156,179 – – – – 27,040 12,786 – 41,330 1,737 82,893 – 82,893 – – – – – 61,466 25,570 10,629 – 97,665 (3,028) 94,637 – 5,569 14,233 2,680 198,912 123,411 25,570 131,349 2,695 481,937 (3,028) 478,909 13,080 5,569 14,233 2,680 – – – – 4,930 2,008 4,930 2,008 9,319 2,364 $ 114,436 – 390 $ 38,916 – 1,158 $ 35,444 – 77 $ 29,666 – 166 9,319 11,163 $ 27,367 $ 100,005 $ 234,254 $ 166,651 $ 198,003 $ 944,742 – 6,726 – 111 – 130 – 41 $ 10,785 4,887 – $ 14,876 4,545 290 $ 11,242 2,552 1,284 $ 9,587 2,698 356 $ 11,165 $ 1,448 – 171 $ 975 $ 533 $ 6,287 797 12,801 5,527 15,558 2,944 – $ 59,334 – 50,776 11,198 – 231 281 447 528 370 1,218 175 – – 3,250 5,136 6,316 16,711 28,163 11,256 2,817 6,616 4,071 11,213 21,900 1,796 2,861 6,616 1,239 3,905 11,760 22 691 5,753 76 13,163 18,992 6 518 5,278 800 4,196 10,274 – 425 35,633 19 5,862 389 1,908 1,580 839 715 1,108 519 9,431 3 17,332 26,766 – 3,812 129 6,860 13,260 6 26,326 39,592 – 7,152 108 11,934 170 11 6,704 6,885 – 9,440 – 2,944 290,980 3,249 142,155 436,384 – 11,749 343,240 15,771 241,705 600,716 13,080 39,465 – – 45,587 24,960 10,381 151 2,697 – – – $ 107,020 – 236 3,554 – – – $ 56,590 – 314 903 – – – $ 32,703 – – 339 – – – $ 34,578 – 531 285 – – – 10,384 6,079 15,897 7,785 – 56,231 $ 26,125 $ 47,214 $ 82,268 $ 47,142 $ 511,102 $ 944,742 3 1,651 5,084 – – 56,231 – 1,468 2,536 – – – – 954 99 7,785 – – – 774 400 – – – $ 69 2 20 2 6 $ 137 $ 207 $ 205 $ 3 34 5 68 5 53 7 17 5 41 7 26 205 $ 5 28 7 786 $ 20 42 29 1,942 $ – 47 54 3,183 $ – – – – $ – – – 6,734 40 265 111 9 132 64 – – 322 647 1,295 2,378 2,605 1,637 2,633 6,316 884 24 59 43 21 9 21 20 10 – – 18,395 207 12,616 12,366 5,779 4,195 4,161 11,416 45,269 3,061 1,505 100,368 Non-consolidated SPE commitments Commitments to liquidity facilities for ABCP – – – – – – 1 – – 1 1 Amount has been recorded according to the remaining contractual maturity 5 Includes $119 million of capital lease commitments with remaining contractual of the underlying security. 2 For the purposes of this table, non-financial assets have been recorded as having ‘no specific maturity’. 3 As the timing of demand deposits and notice deposits is non-specific and callable by the depositor, obligations have been included as having ‘no specific maturity’. 4 Includes $17 billion of covered bonds with remaining contractual maturities of $2 billion in ‘6 months to 9 months’, $4 billion in ‘over 1 to 2 years’, $10 billion in ‘over 2 to 5 years’, and $1 billion in ‘over 5 years’. maturities of $3 million in ‘less than 1 month’ , $6 million in ‘1 month to 3 months’, $8 million in ‘3 months to 6 months’, $8 million in ‘6 months to 9 months’, $8 million in ‘9 months to 1 year’, $28 million in ‘over 1 to 2 years’, $34 million in ‘over 2 to 5 years’, and $24 million in ‘over 5 years’. 6 Includes $76 million in commitments to extend credit to private equity investments. 7 Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s discretion at any time. 96 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 7 REMAINING CONTRACTUAL MATURITY (continued) 1 (millions of Canadian dollars) As at October 31, 2013 Less than 1 month 1 to 3 months 3 to 6 months 6 to 9 months 9 months to 1 year Over 1 to 2 years Over 2 to 5 years Over No Specific Maturity 5 years Total Assets Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other2 Derivatives Financial assets designated at fair value through profit or loss Available-for-sale securities Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total loans Allowance for loan losses Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Goodwill3 Other intangibles3 Land, buildings, equipment, and other depreciable assets3 Deferred tax assets Amounts receivable from broker, dealers, and clients Other assets Total assets Liabilities Trading deposits Derivatives Securitization liabilities at fair value Other financial liabilities designated at fair value through profit or loss Deposits4,5 Personal Banks Business and government Total deposits Acceptances Obligations related to securities sold short2 Obligations related to securities sold under repurchase agreements Securitization liabilities at amortized cost Amounts payable to broker, dealers, and clients Insurance-related liabilities Other liabilities6 Subordinated notes and debentures Liability for capital trust securities Equity Total liabilities and equity Off-balance sheet commitments Purchase obligations Operating lease commitments Network service agreements Automated teller machines Contact center technology Software licensing and equipment maintenance Credit and liquidity commitments Financial and performance standby letters of credit Documentary and commercial letters of credit Commitments to extend credit and liquidity7,8 Non-consolidated SPE commitments Commitments to liquidity facilities for ABCP $ $ 3,581 22,539 2,087 5,658 180 3,470 293 – 402 4,113 2,588 636 4,284 831 $ – 350 2,844 1,887 539 4,373 862 $ – 214 2,919 1,543 911 1,097 548 $ – 138 3,185 1,379 739 1,851 412 $ – $ – 7,089 6,801 – $ – 18,528 14,832 – $ – 12,028 14,773 2,132 5,873 2,825 527 22,725 11,804 693 34,033 12,386 4,940 49,147 – 175 1,838 – – $ 3,581 28,583 101,940 49,461 6,532 79,544 29,961 33,159 16,337 7,290 5,171 2,013 260 53 – – 64,283 1,194 1,014 – 17,832 – 20,040 – 20,040 4,927 – – – – – 1,842 1,376 – 3,886 – 7,104 – 7,104 1,381 – – – – – 4,552 2,147 – 3,340 635 10,674 – 10,674 91 – – – 7,725 2,375 – 4,382 41 14,523 – 14,523 – – – – 6,219 2,700 – 3,090 – 12,009 – 12,009 – – – – 31,175 10,460 – 8,059 307 50,001 – 50,001 – – – – 108,098 28,099 – 31,745 893 168,835 – 168,835 – – – – 25,015 8,895 – 32,682 1,868 68,460 – 68,460 – – – – – 62,126 22,222 11,783 – 96,131 (2,855) 93,276 – 5,300 13,293 2,493 185,820 119,192 22,222 116,799 3,744 447,777 (2,855) 444,922 6,399 5,300 13,293 2,493 – – – – – – – – – – – – 4,635 1,800 4,635 1,800 9,183 1,630 $ 106,747 – 317 $ 37,993 – 179 $ 29,089 – 55 $ 26,981 – 754 $ 22,480 – 186 9,183 10,111 $ 75,167 $ 237,528 $ 142,412 $ 183,624 $ 862,021 – 6,727 – 224 – 39 $ 9,991 5,430 1,896 $ 14,000 2,719 2,385 $ 18,430 2,425 2,619 $ 5,562 1,938 3,529 $ 1,609 1,627 2,401 156 $ $ 6,868 1,962 807 $ 412 $ 13,648 4,662 14,816 2,506 – $ 50,967 49,471 – 21,960 – 2 4 1 1 1 3 – – – 12 5,288 9,412 22,931 37,631 4,927 689 27,990 40 8,842 142 4,070 – – – $ 101,650 8,461 3,056 13,167 24,684 1,381 605 9,116 355 4,058 13,529 91 1,481 4,201 517 775 730 6,778 255 2,825 9,858 – 156 679 578 6,366 37 3,181 9,584 – 777 9,180 14 8,824 18,018 – 2,603 12,666 25 21,844 34,535 – 9,649 682 1,428 73 3,482 14 15,794 150 27 1,860 2,037 – 8,526 – 3,023 261,463 3,968 126,298 391,729 – 17,343 319,468 17,149 204,988 541,605 6,399 41,829 – – 34,414 25,592 3 212 3,355 – – – $ 54,066 – 284 946 – – – $ 41,311 – – 543 – – – $ 22,844 – 477 694 149 – – $ 19,429 – 703 353 – – – 8,882 5,586 15,939 7,982 – 51,383 $ 34,221 $ 81,986 $ 40,110 $ 466,404 $ 862,021 – 1,325 1,552 – – – 37 1,577 4,335 – – 51,383 – 866 91 7,833 – – $ 64 $ 129 $ 193 $ 192 $ 190 $ 2 9 – 6 4 20 – 69 7 28 – 6 7 45 – 24 7 46 – 7 732 $ – 78 – 32 1,838 $ – 44 – 19 2,918 $ – – – – 180 1,007 2,022 2,497 1,485 3,788 5,022 502 41 66 36 14 24 3 15 1 – $ – – – – – – 6,256 27 270 – 163 16,503 200 11,675 10,806 6,379 3,676 4,056 8,414 40,395 2,655 1,410 89,466 – 561 226 237 187 4 765 – – 1,980 1 Certain comparative amounts have been reclassified to conform with the 6 Includes $103 million of capital lease commitments with remaining contractual presentation adopted in the current year. 2 Amount has been recorded according to the remaining contractual maturity of the underlying security. 3 For the purposes of this table, non-financial assets have been recorded as having ‘no specific maturity’. 4 As the timing of demand deposits and notice deposits is non-specific and callable by the depositor, obligations have been included as having ‘no specific maturity’. 5 Includes $10 billion of covered bonds with remaining contractual maturities of $2 billion in ‘9 months to 1 year’, $2 billion in ‘over 1 to 2 years’ and $6 billion in ‘over 2 to 5 years’. maturities of $3 million in ‘less than 1 month’ , $6 million in ‘1 month to 3 months’, $8 million in ‘3 months to 6 months’, $8 million in ‘6 months to 9 months’, $7 million in ‘9 months to 1 year’, $18 million in ‘over 1 to 2 years’ and $53 million in ‘over 2 to 5 years’. 7 Includes $82 million in commitments to extend credit to private equity investments. 8 Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s discretion at any time. 97 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Adequacy Risk Capital adequacy risk is the risk of insufficient capital available in rela- tion to the amount of capital required to carry out the Bank’s strategy and/or satisfy regulatory and internal capital adequacy requirements. Capital is held to protect the viability of the Bank in the event of unexpected financial losses. Capital represents the loss-absorbing funding required to provide a cushion to protect depositors and other creditors from unexpected losses. Regulators prescribe minimum levels of capital, which are referred to as capital limits. Managing the capital levels of a financial institution exposes the Bank to the risk of breaching regulatory capital limits. WHO MANAGES CAPITAL ADEQUACY RISK The Board of Directors has the ultimate responsibility for overseeing adequacy of capital and capital management. The Board reviews the adherence to capital limits and thresholds and reviews and approves the annual capital plan and the Global Capital Management Policy. The Risk Committee of the Board reviews and approves the Capital Adequacy Risk Management Framework and oversees management’s actions to maintain an appropriate ICAAP framework, commensurate with the Bank’s risk profile. The Chief Risk Officer ensures the Bank’s ICAAP is effective in meeting capital adequacy requirements. The ALCO recommends and maintains the Capital Adequacy Risk Management Framework and the Global Capital Management Policy for effective and prudent management of the Bank’s capital position and supports maintenance of adequate capital. It oversees the alloca- tion of capital limits for business segments and reviews adherence to capital limits and thresholds. Enterprise Capital Management is responsible for forecasting and monitoring compliance with capital limits and thresholds, on a consolidated basis. Enterprise Capital Management updates the capital forecast and makes recommendations to the ALCO regarding capital issuance, repurchase and redemption. Risk Capital Assessment, within Risk Management, leads the ICAAP and EWST processes. Business segments are responsible for managing to allocated capital limits. Additionally, U.S. regulated subsidiaries of the Bank and certain other jurisdictions manage their capital adequacy risk in accordance with local regulatory requirements. However, related local capital management policies and procedures conform with those of TD. HOW TD MANAGES CAPITAL ADEQUACY RISK Capital resources are managed to ensure the Bank’s capital position can support business strategies under both current and future business operating environments. The Bank manages its operations within the capital constraints defined by both internal and regulatory capital requirements, ensuring that it meets the higher of these requirements. Regulatory capital requirements represent minimum capital levels. The Board determines capital limits and thresholds in excess of mini- mum capital requirements. The purpose of capital limits is to reduce the risk of a breach of minimum capital requirements, due to an unex- pected stress event, allowing management the opportunity to react to declining capital levels before capital limits are breached. Capital thresholds are higher than limits, taking into account normal capital volatility. Capital limits and thresholds are defined in the Global Capital Management Policy. The Bank also determines its internal capital requirements through the ICAAP process using models to measure the risk-based capital required based on its own tolerance for the risk of unexpected losses. This risk tolerance is calibrated to the required confidence level so that the Bank will be able to meet its obligations, even after absorbing worst case unexpected losses over a one-year period, associated with management’s target debt rating. In addition, the Bank has a Capital Contingency Plan that is designed to prepare management to ensure capital adequacy through periods of Bank specific or systemic market stress. The Capital Contingency Plan determines the governance and procedures to be followed if the Bank’s consolidated capital levels are forecast to fall below capital limits or thresholds. It outlines potential management actions that may be taken to prevent such a breach from occurring. A comprehensive periodic monitoring process is undertaken to plan and forecast capital requirements. As part of the annual planning process, business segments are allocated individual capital limits. Capital usage is monitored and reported to the ALCO. The Bank assesses the sensitivity of its forecast capital requirements and new capital formations to various economic conditions through its EWST process. The impacts of the EWST are applied to the capital fore- cast and are considered in the determination of capital thresholds. Legal and Regulatory Compliance Risk Legal and Regulatory Compliance Risk is the risk associated with the failure to meet the Bank’s legal obligations from legislative, regulatory, or contractual perspectives. This includes risks associated with the failure to identify, communicate, and comply with current and changing laws, regulations, rules, regulatory guidance, self-regulatory organization standards, and codes of conduct. It also includes anti- money laundering, anti-terrorist financing and economic sanctions risk. Financial services is one of the most closely regulated industries, and the management of a financial services business such as the Bank’s is expected to meet high standards in all business dealings and transactions, wherever TD operates. As a result, the Bank is exposed to legal and regulatory compliance risk in virtually all of its activities. Failure to meet legal and regulatory requirements not only poses a risk of censure or penalty, and may lead to litigation, but also puts the Bank’s reputation at risk. Financial penalties, sanctions, and other costs associated with legal proceedings and unfavourable judicial or regulatory judgments may also adversely affect the Bank’s business, results of operations and financial condition. Legal and regulatory compliance risk differs from other banking risks, such as credit risk or market risk, in that it is typically not a risk actively or deliberately assumed by management in expectation of a return. It occurs as part of the normal course of operating the Bank’s businesses. WHO MANAGES LEGAL AND REGULATORY COMPLIANCE RISK Business segments and corporate areas are responsible for managing day-to-day legal and regulatory compliance risk, while the Legal, Compliance, Global Anti-Money Laundering and Regulatory Risk (including Regulatory Relationships and Government Affairs) groups assist them by providing advice and oversight. Representatives of these groups participate, as required, in senior operating committees of the Bank’s businesses. Also, the senior management of these groups have established regular meetings with and reporting to the Audit Committee, which oversees the establishment and maintenance of processes and policies that ensure the Bank is in compliance with the laws and regulations that apply to it (as well as its own policies). The Legal, Compliance, Global Anti-Money Laundering and Regulatory Risk groups also establish risk-based programs and stan- dards to proactively manage known and emerging legal and regulatory compliance risk. The Compliance, Global Anti-Money Laundering and Regulatory Risk groups also provide independent oversight and deliver operational control processes to comply with applicable legislation and regulatory requirements. 98 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe Bank’s Regulatory Risk groups also create and facilitate commu- nication with elected officials and regulators, monitor legislation and regulations, support business relationships with governments, coordi- nate regulatory examinations, facilitate regulatory approvals of new products, and advance the public policy objectives of the Bank. The Legal department works closely with the business segments and corporate functions to identify areas of potential legal and regulatory compliance risk, and actively manage them to reduce the Bank’s exposure. HOW TD MANAGES LEGAL AND REGULATORY COMPLIANCE RISK TD’s Code of Conduct and Ethics (the “Code”) sets the “tone at the top” for a culture of integrity throughout the Bank. The Code stipulates that every business decision and action on TD’s behalf must be assessed in light of what is right, legal, and fair. The Code is supported by a number of other policies, training programs and tools, and new employee or director orientation materials, covering a variety of relevant topics, such as anti-money laundering, sanctions, compliance, privacy, and anti-corruption practices. The Code applies not only to employees but also all the officers and directors of the Bank, all of whom are required to attest annually that they understand the Code and have complied with its provisions. Business segments and corporate areas manage day-to-day legal and regulatory compli- ance risk primarily by implementing appropriate policies, procedures, and controls. The Legal, Compliance, Global Anti-Money Laundering, and Regulatory Risk groups collectively assist them by: • communicating and advising on regulatory and legal requirements and emerging compliance risks to each business unit as required, including reviewing and approving new products; • implementing or assisting with policies, procedures and training; • assessing regulatory and legislative requirements and compliance- related risks using an independent risk-based approach; • independently monitoring and testing for adherence to significant regulatory and legal requirements, as well as the effectiveness of associated key internal controls; • tracking, escalating and reporting significant issues and findings to senior management and the Board; and • liaising with regulators and industry associations, as appropriate, regarding new or revised legislation, regulatory guidance and/or regulatory examinations. The Bank’s policies and processes also provide for the timely escalation of potential or actual material legal or regulatory issues to enable senior management and the Board to effectively perform their management and oversight responsibilities. Finally, while it is not possible to completely eliminate legal risk, the Legal Department works closely with business segments and other corporate areas to identify and manage risk associated with contractual obligations and plays a gatekeeper function for unaccept- able legal risk. The Legal Department also manages litigation risk within the TD Risk Appetite Statement and provides regular escalation of material matters to the Audit Committee. Reputational Risk Reputational risk is the potential that stakeholder impressions, whether true or not, regarding the Bank’s business practices, actions or inactions, will or may cause a decline in TD’s value, brand, liquidity or customer base, or require costly measures to address. A company’s reputation is a valuable business asset in its own right, essential to optimizing shareholder value and therefore, is constantly at risk. Reputational risk can arise as a consequence of any of the organization’s activities and cannot be managed in isolation from other forms of risk. All risk categories can have an impact on reputa- tion, which in turn can impact TD’s brand, earnings, and capital. WHO MANAGES REPUTATIONAL RISK Responsibility for managing risks to the Bank’s reputation, ultimately, lies with the SET and the executive committees that examine reputa- tional risk as part of their regular mandate. The RRC is the executive committee with enterprise-wide responsibility for making decisions related to reputational risks. The mandate of the RRC is to ensure that corporate or business initiatives with significant reputational risk profiles have received adequate review for reputational risk implica- tions prior to implementation. At the same time, every employee and representative of the Bank has a responsibility to contribute in a positive way to the Bank’s repu- tation. This means following ethical practices at all times, complying with applicable policies, legislation, and regulations and supporting positive interactions with the Bank’s stakeholders. Reputational risk is most effectively managed when everyone at the Bank works continu- ously to protect and enhance TD’s reputation. HOW TD MANAGES REPUTATIONAL RISK Amongst other significant policies, TD’s enterprise-wide Reputational Risk Management Policy is approved by the Risk Committee. This Policy sets out the requirements under which each business segment is required to manage reputational risk. These include implementing procedures, and designating a business-level committee to review repu- tational risk issues and escalating as appropriate to the enterprise RRC. The Bank also has an enterprise-wide New Business and Product Approval Policy that is approved by the Risk Committee and establishes standard practices to be used across TD to approve new business and product initiatives. The policy is supported by business segment specific processes, which involve independent review from oversight functions, and includes consideration of all aspects of a new product, including reputational risk. Environmental Risk Environmental risk is the possibility of loss of strategic, financial, operational or reputational value resulting from the impact of environmental issues or concerns and related social risk within the scope of short-term and long-term cycles. Management of environmental risk is an enterprise-wide priority. Key environmental risks include: (1) direct risks associated with the ownership and operation of the Bank’s business, which include management and operation of company-owned or managed real estate, fleet, business operations, and associated services; (2) indirect risks associated with the environmental performance or environmental events, such as changing climate patterns that may impact the Bank’s retail customers and clients to whom TD provides financing or in which TD invests; (3) identification and management of emerging environ- mental regulatory issues; and (4) failure to understand and appropri- ately leverage environment-related trends to meet customer and consumer demands for products and services. 99 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISWHO MANAGES ENVIRONMENTAL RISK The Executive Vice President, Community, Environment and Chief Marketing Officer holds senior executive accountability for environ- mental management. The Executive Vice President is supported by the Chief Environment Officer who leads the Corporate Environmental Affairs team. The Corporate Environmental Affairs team is responsible for developing environmental strategy, setting environmental perfor- mance standards and targets, and reporting on performance. There is also an enterprise-wide Environmental Steering Committee (ESC) composed of senior executives from TD’s main business segments and corporate functions. The ESC is responsible for approving environmen- tal strategy and performance standards, and communicating these throughout the business. TD’s business segments are responsible for implementing the environmental strategy and managing associated risks within their units. HOW TD MANAGES ENVIRONMENTAL RISK TD manages environmental risks within the Environmental Management System (EMS) which consist of three components: an Environmental Policy, an Environmental Management Framework, and Environmental Procedures and Processes. The Bank’s EMS is consistent with the ISO 14001 international standard, which represents industry best practice. The Bank’s Environmental Policy reflects the global scope of its envi- ronmental activities. Within the Bank’s Environmental Management Framework, it has identified a number of priority areas and has made voluntary commit- ments relating to these. The Bank’s environmental metrics, targets, and performance are publicly reported within its annual Corporate Responsibility Report. Performance is reported according to the Global Reporting Initiative (GRI) and is independently assured. TD applies its Environmental and Social Credit Risk Management Procedures to credit and lending in the wholesale, commercial, and retail businesses. These procedures include assessment of TD’s clients’ policies, procedures, and performance on material environmental and related social issues, such as climate risk, biodiversity, water risk, stakeholder engagement, and free, prior and informed consent of Aboriginal peoples. Within Wholesale Banking, sector-specific guide- lines have been developed for environmentally-sensitive sectors. The Bank has been a signatory to the Equator Principles since 2007 and reports on Equator Principle projects within its annual Corporate Responsibility Report. TDAM is a signatory to the United Nations Principles for Responsible Investment (UNPRI). Under the UNPRI, investors commit to incorporate environmental and social issues into investment analysis and decision- making. TDAM applies its Sustainable Investing Policy across its opera- tions. The Policy provides information on how TDAM is implementing the UNPRI. The Bank proactively monitors and assesses policy and legislative developments, and maintains an ‘open door’ approach with environ- mental and community organizations, industry associations, and responsible investment organizations. For more information on TD’s environmental policy, management and performance, please refer to the Corporate Responsibility Report, which is available at the Bank’s website: http://www.td.com/ corporateresponsibility/. TD Ameritrade HOW RISK IS MANAGED AT TD AMERITRADE TD Ameritrade’s management is primarily responsible for managing risk at TD Ameritrade under the oversight of TD Ameritrade’s Board, particularly through the latter’s Risk and Audit Committees. TD monitors the risk management process at TD Ameritrade through management governance and protocols and also participates in TD Ameritrade’s Board. The terms of the Stockholders Agreement provide for certain infor- mation sharing rights in favour of TD to the extent the Bank requires such information from TD Ameritrade to appropriately manage and evaluate its investment and to comply with its legal and regulatory obligations. Accordingly, management processes and protocols are aligned between the Bank and TD Ameritrade to coordinate necessary intercompany information flow. The Bank has designated the Group Head, Insurance, Credit Cards and Enterprise Strategy to have respon- sibility for the TD Ameritrade investment, including regular meetings with the TD Ameritrade Chief Executive Officer. In addition to regular communication at the Chief Executive Officer level, regular operating reviews with TD Ameritrade permit TD to examine and discuss TD Ameritrade’s operating results and key risks. In addition, certain functions including Internal Audit, Treasury, Finance, and Compliance have relationship protocols that allow for access to and the sharing of information on risk and control issues. TD has established a compliance committee, pursuant to a U.S. federal supervisory letter, which provides a holistic overview of key compliance issues and develop- ments across all of the Bank’s businesses in the U.S. including, to the extent applicable, TD Ameritrade. As with other material risk issues, where required, material risk issues associated with TD Ameritrade are reported up to TD’s Risk Committee. Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, the Bank designated five of twelve members of TD Ameritrade’s Board of Directors including the Bank’s Group President and Chief Executive Officer, its former Group President and Chief Executive Officer, two independent directors of TD, and a former independent director of TD. TD Ameritrade’s bylaws, which state that the Chief Executive Officer’s appointment requires approval of two-thirds of the Board, ensure the selection of TD Ameritrade’s Chief Executive Officer attains the broad support of the TD Ameritrade Board which currently would require the approval of at least one director designated by TD. The Stockholders Agreement stipulates that the Board committees of TD Ameritrade must include at least two TD designated directors, subject to TD’s percentage ownership in TD Ameritrade and certain other limited exceptions. Currently, the directors the Bank designates participate in a number of TD Ameritrade Board committees, including chairing the Audit Committee and the Human Resources and Compensation Committee, as well as participating in the Risk Committee and Corporate Governance Committee. 100 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISACCOUNTING STANDARDS AND POLICIES Critical Accounting Estimates The Bank’s accounting policies are essential to understanding its results of operations and financial condition. A summary of the Bank’s significant accounting policies and estimates are presented in the Notes to the 2014 Consolidated Financial Statements. 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 could have a significant impact on the Bank’s 2014 Consolidated Financial Statements. The Bank has estab- lished procedures to ensure that accounting policies are applied consistently and that the processes for changing methodologies are well controlled and occur in an appropriate and systematic manner. In addition, the Bank’s critical accounting policies are reviewed with the Audit Committee on a periodic basis. Critical accounting policies that require management’s judgment and estimates include account- ing for impairments of financial assets, the determination of fair value of financial instruments, accounting for derecognition, the valuation of goodwill and other intangibles, accounting for employee benefits, accounting for income taxes, accounting for provisions, accounting for insurance, and the consolidation of structured entities. ACCOUNTING POLICIES AND ESTIMATES The Bank’s 2014 Consolidated Financial Statements have been prepared in accordance with IFRS. For details of the Bank’s accounting policies and significant judgments, estimates, and assumptions under IFRS, see Notes 2 and 3 to the Bank’s 2014 Consolidated Financial Statements. 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 could have a significant impact on the Bank’s Consolidated Financial Statements. The Bank has established procedures to ensure that accounting policies are applied consistently and that the processes for changing methodologies for determining estimates are well controlled and occur in an appropriate and systematic manner. IMPAIRMENT OF FINANCIAL ASSETS Available-for-Sale Securities Impairment losses are recognized on available-for-sale securities if there is objective evidence of impairment as a result of one or more events that have occurred after initial recognition and the loss event(s) results in a decrease in the estimated cash flows of the instrument. The Bank individually reviews these securities at least quarterly for the presence of these conditions. For available-for-sale equity securities, a significant or prolonged decline in fair value below cost is considered objective evidence of impairment. For available-for-sale debt securities, a deterioration of credit quality is considered objective evidence of impairment. Other factors considered in the impairment assessment include financial position and key financial indicators of the issuer of the instrument, significant past and continued losses of the issuer, as well as breaches of contract, including default or delinquency in interest payments and loan covenant violations. Held-to-Maturity Securities Impairment losses are recognized on held-to-maturity securities if there is objective evidence of impairment as a result of one or more events that have occurred after initial recognition and the loss event(s) results in a decrease in the estimated cash flows of the instrument. The Bank reviews these securities at least quarterly for impairment at the coun- terparty-specific level. If there is no objective evidence of impairment at the counterparty-specific level then the security is grouped with other held-to-maturity securities with similar credit risk characteristics and collectively assessed for impairment, which considers losses incurred but not identified. A deterioration of credit quality is consid- ered objective evidence of impairment. Other factors considered in the impairment assessment include the financial position and key financial indicators of the issuer, significant past and continued losses of the issuer, as well as breaches of contract, including default or delinquency in interest payments and loan covenant violations. Loans A loan (including a debt security classified as a loan) is considered impaired when there is objective evidence that there has been a deteri- oration of credit quality subsequent to the initial recognition of the loan to the extent the Bank no longer has reasonable assurance as to the timely collection of the full amount of principal and interest. The Bank assesses loans for objective evidence of impairment individually for loans that are individually significant, and collectively for loans that are not individually significant. The allowance for credit losses repre- sents management’s best estimate of impairment incurred in the lending portfolios, including any off-balance sheet exposures, at the balance sheet date. Management exercises judgment as to the timing of designating a loan as impaired, the amount of the allowance required, and the amount that will be recovered once the borrower defaults. Changes in the amount that management expects to recover would have a direct impact on the provision for credit losses and may result in a change in the allowance for credit losses. If there is no objective evidence of impairment for an individual loan, whether significant or not, the loan is included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identified. In calculating the probable range of allowance for incurred but not identified credit losses, the Bank employs internally developed models that utilize parameters for probability of default, loss given default and exposure at default. Management’s judgment is used to determine the point within the range that is the best estimate of losses, based on an assessment of business and economic conditions, historical loss expe- rience, loan portfolio composition, and other relevant indicators that are not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for incurred but not identified credit losses and may result in a change in the related allowance for credit losses. FAIR VALUE MEASUREMENT The fair value of financial instruments traded in active markets at the balance sheet date is based on their quoted market prices. For all other financial instruments not traded in an active market, fair value may be based on other observable current market transactions involving the same or similar instrument, without modification or repackaging, or is based on a valuation technique which maximizes the use of observable market inputs. Observable market inputs may include interest rate yield curves, foreign exchange rates, and option volatilities. Valuation techniques include comparisons with similar instruments where observable market prices exist, discounted cash flow analysis, option pricing models, and other valuation techniques commonly used by market participants. 101 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISGOODWILL AND OTHER INTANGIBLES The fair value of the Bank’s cash generating unit (CGU) is determined from internally developed valuation models that consider various factors and assumptions such as forecasted earnings, growth rates, price-earnings multiples, discount rates, and terminal multiples. Management is required to use judgment in estimating the fair value of CGUs, and the use of different assumptions and estimates in the fair value calculations could influence the determination of the existence of impairment and the valuation of goodwill. Management believes that the assumptions and estimates used are reasonable and supportable. Where possible, fair values generated internally are compared to relevant market information. The carrying amounts of the Bank’s CGUs are determined by management using risk based capital models to adjust net assets and liabilities by CGU. These models consider various factors including market risk, credit risk, and opera- tional risk, including investment capital (comprised of goodwill and other intangibles). Any unallocated capital not directly attributable to the CGUs is held within the Corporate segment. The Bank’s capital oversight committees provide oversight to the Bank’s capital allocation methodologies. EMPLOYEE BENEFITS The projected benefit obligation and expense related to the Bank’s pension and non-pension post-retirement benefit plans are determined using multiple assumptions that may significantly influence the value of these amounts. Actuarial assumptions including discount rates, compensation increases, health care cost trend rates, and mortality rates are management’s best estimates and are reviewed annually with the Bank’s actuaries. The Bank develops each assumption using rele- vant historical experience of the Bank in conjunction with market- related data and considers if the market-related data indicates there is any prolonged or significant impact on the assumptions. The discount rate used to measure plan obligations is based on long-term high qual- ity corporate bond yields as at October 31. The other assumptions are also long-term estimates. All assumptions are subject to a degree of uncertainty. Differences between actual experiences and the assump- tions, as well as changes in the assumptions resulting from changes in future expectations, result in actuarial gains and losses which are recognized in other comprehensive income during the year and also impact expenses in future periods. INCOME TAXES The Bank is subject to taxation in numerous jurisdictions. There are many transactions and calculations in the ordinary course of business for which the ultimate tax determination is uncertain. The Bank main- tains provisions for uncertain tax positions that it believes appropriately reflect the risk of tax positions under discussion, audit, dispute, or appeal with tax authorities, or which are otherwise considered to involve uncertainty. These provisions are made using the Bank’s best estimate of the amount expected to be paid based on an assessment of all relevant factors, which are reviewed at the end of each reporting period. However, it is possible that at some future date, an additional liability could result from audits by the relevant taxing authorities. Deferred tax assets are recognized only when it is probable that sufficient taxable profit will be available in future periods against which deductible temporary differences may be utilized. The amount of the deferred tax asset recognized and considered realizable could, however, be reduced if projected income is not achieved due to vari- ous factors, such as unfavourable business conditions. If projected income is not expected to be achieved, the Bank would decrease its deferred tax assets to the amount that it believes can be realized. The magnitude of the decrease is significantly influenced by the Bank’s forecast of future profit generation, which determines the extent to which it will be able to utilize the deferred tax assets. For certain complex or illiquid financial instruments, fair value is determined using valuation techniques in which current market trans- actions or observable market inputs are not available. Determining which valuation technique to apply requires judgment. The valuation techniques themselves also involve some level of estimation and judg- ment. The judgments include liquidity considerations and model inputs such as volatilities, correlations, spreads, discount rates, pre-payment rates, and prices of underlying instruments. Any imprecision in these estimates can affect the resulting fair value. The inherent nature of private equity investing is that the Bank’s valuation may change over time due to developments in the business underlying the investment. Such fluctuations may be significant depending on the nature of the factors going into the valuation methodology and the extent of change in those factors. Judgment is also used in recording fair value adjustments to model valuations to account for measurement uncertainty when valuing complex and less actively traded financial instruments. If the market for a complex financial instrument develops, the pricing for this instrument may become more transparent, resulting in refinement of valuation models. The Bank has implemented FVA in the fourth quarter of 2014 in response to growing evidence that market implied funding costs and benefits are now considered in the pricing and fair valuation of uncol- lateralized derivatives. The FVA involves estimates and judgment as there is currently no common industry practice or standard for deter- mining the FVA. Some of the key drivers of FVA include the market implied cost of funding spread over LIBOR, expected term of the trades, and expected average exposure by counterparty. The Bank will continue to monitor industry practice, and may refine the methodology and the products to which FVA applies to as market practices evolve. An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 5 to the Bank’s Consolidated Financial Statements. DERECOGNITION Certain assets transferred may qualify for derecognition from the Bank’s Consolidated Balance Sheet. To qualify for derecognition certain key determinations must be made. A decision must be made as to whether the rights to receive cash flows from the financial assets has been retained or transferred and the extent to which the risks and rewards of ownership of the financial asset has been retained or trans- ferred. If the Bank neither transfers nor retains substantially all of the risks and rewards of ownership of the financial asset, a decision must be made as to whether the Bank has retained control of the financial asset. Upon derecognition, the Bank will record a gain or loss on sale of those assets which is calculated as the difference between the carry- ing amount of the asset transferred and the sum of any cash proceeds received, including any financial asset received or financial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized in other comprehensive income. In determining the fair value of any financial asset received, the Bank estimates future cash flows by relying on estimates of the amount of interest that will be collected on the securitized assets, the yield to be paid to investors, the portion of the securitized assets that will be prepaid before their scheduled maturity, expected credit losses, the cost of servicing the assets and the rate at which to discount these expected future cash flows. Actual cash flows may differ significantly from those estimated by the Bank. Retained interests are classified as trading securities and are initially recognized at relative fair value on the Bank’s Consolidated Balance Sheet. Subsequently, the fair value of retained interests recognized by the Bank is determined by estimating the present value of future expected cash flows using management’s best estimates of key assumptions including credit losses, prepayment rates, forward yield curves and discount rates, that are commensurate with the risks involved. Differences between the actual cash flows and the Bank’s estimate of future cash flows are recognized in income. These assumptions are subject to periodic review and may change due to significant changes in the economic environment. 102 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISCONSOLIDATION OF STRUCTURED ENTITIES Management judgment is required when assessing whether the Bank should consolidate an entity, particularly complex entities. For instance, it may not be feasible to determine if the Bank controls an entity solely through an assessment of voting rights for certain structured entities. In this case, judgment is required to establish whether the Bank has decision-making power over the key relevant activities of the entity and whether the Bank has the ability to use that power to absorb significant variable returns from the entity. If it is determined that the Bank has both decision-making power and significant variable returns from the entity, judgment is also used to determine whether any such power is exercised by the Bank as principal, on its own behalf, or as agent, on behalf of another counterparty. Assessing whether the Bank has decision-making power includes understanding the purpose and design of the entity in order to deter- mine its key economic activities. In this context, an entity’s key economic activities are those which predominantly impact the economic perfor- mance of the entity. When the Bank has the current ability to direct the entity’s key economic activities, it is considered to have decision- making power over the entity. The Bank also evaluates its exposure to the variable returns of a structured entity in order to determine if it absorbs a significant proportion of the variable returns the entity is designed to create. As part of this evaluation, the Bank considers the purpose and design of the entity in order to determine whether it absorbs variable returns from the structured entity through its contractual holdings, which may take the form of securities issued by the entity, derivatives with the entity, or other arrangements such as guarantees, liquidity facili- ties, or lending commitments. If the Bank has decision-making power over and absorbs significant variable returns from the entity it then determines if it is acting as prin- cipal or agent when exercising its decision-making power. Key factors considered include the scope of its decision-making powers; the rights of other parties involved with the entity, including any rights to remove the Bank as decision-maker or rights to participate in key decisions; whether the rights of other parties are exercisable in practice; and the variable returns absorbed by the Bank and by other parties involved with the entity. When assessing consolidation, a presumption exists that the Bank exercises decision-making power as principal if it is also exposed to significant variable returns, unless an analysis of the factors above indicates otherwise. The decisions above are made with reference to the specific facts and circumstances relevant for the structured entity and related transaction(s) under consideration. PROVISIONS Provisions arise when there is some uncertainty in the timing or amount of a loss in the future. Provisions are based on the Bank’s best estimate of all expenditures required to settle its present obligations, considering all relevant risks and uncertainties, as well as, when material, the effect of the time value of money. Many of the Bank’s provisions relate to various legal actions that the Bank is involved in during the ordinary course of business. Legal provisions require the involvement of both the Bank’s management and legal counsel when assessing the probability of a loss and estimating any monetary impact. Throughout the life of a provision, the Bank’s management or legal counsel may learn of additional information that may impact its assessments about the probability of loss or about the estimates of amounts involved. Changes in these assessments may lead to changes in the amount recorded for provisions. In addition, the actual costs of resolving these claims may be substantially higher or lower than the amounts recognized. The Bank reviews its legal provisions on a case-by-case basis after considering, among other factors, the progress of each case, the Bank’s experience, the experience of others in similar cases, and the opinions and views of legal counsel. Certain of the Bank’s provisions relate to restructuring initiatives initiated by the Bank to reduce costs in a sustainable manner and achieve greater operational efficiencies. Restructuring provisions require management’s best estimate, including forecasts of economic conditions. Throughout the life of a provision, the Bank may become aware of additional information that may impact the assessment of amounts to be incurred. Changes in these assessments may lead to changes in the amount recorded for provisions. INSURANCE The assumptions used in establishing the Bank’s insurance claims and policy benefit liabilities are based on best estimates of possible outcomes. For property and casualty insurance, the ultimate cost of claims liabil- ities is estimated using a range of standard actuarial claims projection techniques in accordance with Canadian accepted actuarial practices. The main assumption underlying these techniques is that a company’s past claims development experience can be used to project future claims development and hence ultimate claims costs. As such, these methods extrapolate the development of paid and incurred losses, average costs per claim and claim numbers based on the observed development of earlier years and expected loss ratios. Additional qualitative judgment is used to assess the extent to which past trends may or may not apply in the future, in order to arrive at the estimated ultimate claims cost that present the most likely outcome taking account of all the uncertainties involved. For life and health insurance, actuarial liabilities consider all future policy cash flows, including premiums, claims, and expenses required to administer the policies. The Bank’s mortality assumptions have been derived from a combi- nation of its own experience and industry experience. Policyholders may allow their policies to lapse by choosing not to continue to pay premiums. The Bank bases its estimates of future lapse rates on previous experience when available, or industry experience. Estimates of future policy administration expenses are based on the Bank’s previous and expected future experience. 103 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISACCOUNTING STANDARDS AND POLICIES Current and Future Changes in Accounting Policies CURRENT CHANGES IN ACCOUNTING POLICY The following new and amended standards have been adopted by the Bank. Consolidation The following new and amended guidance relates to consolidated financial statements: • IFRS 10, Consolidated Financial Statements (IFRS 10), which replaces IAS 27, Consolidated and Separate Financial Statements (IAS 27), and SIC-12, Consolidation – Special-Purpose Entities (SIC-12); • IFRS 11, Joint Arrangements (IFRS 11); and • IFRS 12, Disclosure of Interests in Other Entities (IFRS 12). The Bank also adopted related amendments to IFRS 10 and any conforming changes to related standards. The standards and amendments resulted in a revised definition of control that applies to all entities. Each of the above standards is effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013, for the Bank, and have been applied retrospectively, allowing for certain practical exceptions and transition relief. In order to adopt the above standards the Bank reassessed its consolidation analyses for all of its investees, including but not limited to, its subsidiaries, associates, joint ventures, structured entities such as special purpose entities (SPEs) and its involvement with other third party entities. Consolidated Financial Statements The Bank consolidates an entity as a result of controlling the entity, based on the following criteria: • The Bank has the power to direct the activities of the entity which have the most significant impact on the entity’s risks and/or returns; • The Bank is exposed to significant risks and/or returns arising from the entity; and • The Bank is able to use its power to affect the risks and/or returns to which it is exposed. When assessing whether the Bank controls an entity, the entity’s purpose and design are considered in order to determine the activities which most significantly impact the entity’s risks and/or returns. On November 1, 2012, the transition date, the Bank’s adoption of IFRS 10 resulted in the deconsolidation of TD Capital Trust IV (Trust IV) which was previously consolidated by the Bank. Upon deconsolidation of Trust IV, the TD Capital Trust IV Notes (TD CaTS IV Notes) issued by Trust IV were removed from the Bank’s Consolidated Financial Statements. This resulted in a decrease to liabilities related to capital trust securities of $1.75 billion which was replaced with an equivalent amount of deposit note liabilities issued by the Bank to Trust IV. The impact to the Bank’s opening retained earnings was not signifi- cant. Other than the deconsolidation of Trust IV, IFRS 10 did not result in a material impact on the financial position, cash flows, or earnings of the Bank. Joint Arrangements IFRS 11 replaces guidance previously provided in IAS 31 Interests in Joint Ventures (IAS 31) and SIC-13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers. The new standard outlines the principles relating to the accounting for joint arrangements which are arrangements where two or more parties have joint control. It also requires use of the equity method of accounting when accounting for joint ventures as compared to proportionate consolidation which was the accounting policy choice adopted by the Bank under IAS 31. On November 1, 2012, the transition date, the Bank’s adoption of IFRS 11 did not result in a material impact on the financial position, cash flows, or earnings of the Bank. Disclosure of Interests in Other Entities IFRS 12 requires enhanced disclosures about both consolidated and unconsolidated entities in which the Bank has involvement. The objec- tive of IFRS 12 is to present information so that financial statement users may evaluate the basis of control; any restrictions on consoli- dated assets and liabilities; risk exposures arising from involvement with unconsolidated structured entities; non-controlling interest hold- ers’ involvement in the activities of consolidated entities; and the Bank’s exposure to associates and joint ventures. The adoption of IFRS 12 did not result in a material impact on the Consolidated Financial Statements of the Bank; however, the standard resulted in additional disclosures, which are included in Note 10 on a retrospective basis. Fair Value Measurement IFRS 13, Fair Value Measurement (IFRS 13), provides a single framework for fair value measurement and applies when other IFRS require or permit fair value measurements or disclosures. The standard provides guidance on measuring fair value using the assumptions that market participants would use when pricing the asset or liability under current market conditions. IFRS 13 is effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013 for the Bank, and is applied prospectively. This new standard did not have a material impact on the financial position, cash flows, or earnings of the Bank; however the standard resulted in additional fair value disclosures which are disclosed in Note 5 of the Consolidated Financial Statements on a prospective basis. Employee Benefits The amendments to IAS 19, Employee Benefits (IAS 19), issued in June 2011, eliminate the corridor approach for actuarial gains and losses, requiring the Bank to recognize immediately all actuarial gains and losses in other comprehensive income. Under the amended standard, the Bank has elected to reclassify cumulative actuarial gains and losses to retained earnings. Net interest expense or income is calculated by applying the discount rate to the net defined benefit asset or liability, and is recorded on the Consolidated Statement of Income, along with present and past service costs for the period. Plan amendment costs are recognized in the period of a plan amendment, irrespective of its vested status. Curtailments and settlements are recognized in income by the Bank when the curtailment or settlement occurs. A curtailment occurs when there is a significant reduction in the number of employ- ees covered by the plan. A settlement occurs when the Bank enters into a transaction that eliminates all further legal or constructive obli- gation for part or all of the benefits provided under a defined benefit plan. Furthermore, a termination benefit obligation is recognized when the Bank can no longer withdraw the offer of the termination benefit, or when it recognizes related restructuring costs. 104 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISThe amendments to IAS 19 are effective for annual periods begin- ning on or after January 1, 2013, which was November 1, 2013, for the Bank, and have been applied retrospectively. On November 1, 2011, the transition date, the amendments resulted in an increase to deferred tax assets of $74 million, a decrease to other assets of $112 million, an increase in other liabilities of $98 million, and a decrease to retained earnings of $136 million. Disclosures – Offsetting Financial Assets and Financial Liabilities The amendments to IFRS 7, Financial Instruments: Disclosures (IFRS 7), issued in December 2011 provide common disclosure requirements intended to help investors and other users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position. While the IFRS 7 amendments will result in additional disclosures, the amendments did not have a material impact on the Consolidated Financial Statements of the Bank. The IFRS 7 amendments are effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013, for the Bank. The disclosures required by the IFRS 7 amendments have been presented on a retrospective basis by the Bank as at October 31, 2014. Refer to Note 6 for the disclosures required by the IFRS 7 amendments. FUTURE CHANGES IN ACCOUNTING POLICIES The IASB continues to make changes to IFRS to improve the overall quality of financial reporting. The Bank is actively monitoring all of the IASB’s projects that are relevant to the Bank’s financial reporting and accounting policies. The following standards have been issued, but are not yet effective on the date of issuance of the Bank’s Consolidated Financial Statements. The Bank is currently assessing the impact of the application of these standards on the Consolidated Financial Statements and will adopt these standards when they become effective. Presentation – Offsetting Financial Assets and Financial Liabilities In December 2011, the IASB issued amendments to IAS 32, Financial Instruments: Presentation, (the IAS 32 amendments) which clarified the existing requirements for offsetting financial assets and financial liabilities. These amendments are effective for annual periods begin- ning on or after January 1, 2014, which will be November 1, 2014, for the Bank. The Bank expects that certain bilateral transactions related to reverse repurchase and repurchase agreements, and amounts receivable from or payable to brokers, dealers, and clients will no longer qualify for offsetting under the new guidance. The Bank estimates the impact of adopting the IAS 32 amendments will result in an increase in total assets and total liabilities of approxi- mately $11 billion and $16 billion as at November 1, 2013, the transition date, and October 31, 2014, respectively. There will be no impact to opening equity, cash flows, or earnings of the Bank. Levies In May 2013, the IFRS Interpretations Committee (IFRIC), with the approval of the IASB, issued IFRIC 21, Levies (IFRIC 21). IFRIC 21 provides guidance on when to recognize a liability to pay a levy imposed by government, which is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014, which will be November 1, 2014, for the Bank, and is to be applied retrospectively. IFRIC 21 is expected to change the pattern and timing of recognition of certain levies paid by the Bank, in that it requires the obligation for these levies to be recognized at specific points in time in accordance with their applicable legislation. This change in timing of recognition is not expected to have a material impact on the financial position, cash flows, or earnings of the Bank on an annual basis. Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (IFRS 9), which replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement (IAS 39). This final version includes requirements on: (1) Classification and measurement of finan- cial assets and liabilities; (2) Impairment; and (3) Hedge accounting. Accounting for macro hedging has been decoupled from IFRS 9 and will now be considered and issued as a separate standard. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, which will be November 1, 2018, for the Bank, and is to be applied retrospectively with certain exceptions. Early adoption of IFRS 9 is permitted. IFRS 9 also permits early application of changes in the own credit risk provision, prior to adopting all other requirements within IFRS 9. The Bank is currently assessing the impact of adopting IFRS 9, including early application of the own credit risk provision. Novation of Derivatives and Continuation of Hedge Accounting In June 2013, the IASB issued amendments to IAS 39 which provides relief from discontinuing hedge accounting when novation of a derivative designated as a hedge accounting instrument meets certain criteria. The IAS 39 amendments are effective for annual periods beginning on or after January 1, 2014, which will be November 1, 2014, for the Bank, and is to be applied retrospectively. The IAS 39 amendments are not expected to have a material impact on the financial position, cash flows, or earnings of the Bank and have been retained in the final version of IFRS 9. Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and cash flows arising from contracts with customers. The standard is effective for annual periods beginning on or after January 1, 2017, which will be November 1, 2017, for the Bank, and is to be applied retrospectively. The Bank is currently assessing the impact of adopting this standard. 105 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISACCOUNTING STANDARDS AND POLICIES Controls and Procedures DISCLOSURE CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Bank’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Bank’s disclosure controls and procedures, as defined in the rules of the SEC and Canadian Securities Administrators, as of October 31, 2014. Based on that evaluation, the Bank’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Bank’s disclosure controls and procedures were effective as of October 31, 2014. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Bank’s management is responsible for establishing and maintain- ing adequate internal control over financial reporting for the Bank. The Bank’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Bank are being made only in accor- dance with authorizations of the Bank’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Bank’s assets that could have a material effect on the financial statements. The Bank’s management has used the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Bank’s internal control over financial reporting. Based on this assessment management has concluded that as at October 31, 2014, the Bank’s internal control over financial reporting was effective based on the applicable criteria. The effective- ness of the Bank’s internal control over financial reporting has been audited by the independent auditors, Ernst & Young LLP, a registered public accounting firm that has also audited the Consolidated Financial Statements of the Bank as of and for the year ended October 31, 2014. Their Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States), included in the Consolidated Financial Statements, expresses an unqualified opinion on the effectiveness of the Bank’s internal control over financial reporting as of October 31, 2014. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the year and quarter ended October 31, 2014, 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. 106 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSISADDITIONAL FINANCIAL INFORMATION Unless otherwise indicated, all amounts are expressed in Canadian dollars and have been primarily derived from the Bank’s annual Consolidated Financial Statements, prepared in accordance with IFRS as issued by the IASB. T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule1 (millions of Canadian dollars) Within 1 year Over 1 year to 3 years As at October 31, 2014 Over 3 years to 5 years 10 years Remaining terms to maturities2 With no Over 5 specific years maturity years to Over 10 Total Available-for-sale securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield Provinces Fair value Amortized cost Yield U.S. federal government debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Canadian mortgage-backed securities Fair value Amortized cost Yield Other debt securities Asset-backed securities Fair value Amortized cost Yield Non-agency CMO Fair value Amortized cost Yield Corporate and other debt Fair value Amortized cost Yield Equity securities Common shares Fair value Amortized cost Yield Preferred shares Fair value Amortized cost Yield Debt securities reclassified from trading Fair value Amortized cost Yield Total available-for-sale securities Fair value Amortized cost Yield 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. 718 $ 4,694 $ 710 1.79% 2.06% 4,672 752 $ 740 2.04% $ 20 18 3.99% – $ 8,404 – 8,355 –% 1.82% $ 2,220 $ 2,215 1.22% 655 651 1.56% 152 152 0.12% 741 737 1.76% 1,876 1,859 1,264 1,263 2.08% 2.52% 9 8 4.44% – – –% – – –% – – –% – – –% 1,490 1,491 1,047 1,032 1.21% 1.90% 441 431 2.43% 2,567 2,433 6,433 6,411 2.75% 1.53% 1,171 1,170 1.10% 578 574 2.16% 1,165 1,164 1.80% 408 405 2.26% – – –% 787 779 2.13% 2,519 2,477 2.28% – – –% – – –% – – –% 1,004 1,003 4,168 4,157 2,756 2,753 6,480 6,445 4,495 4,473 1.20% 1.08% 0.73% 1.21% 1.00% – – –% – – –% – – –% – – –% 1,722 1,713 2.77% 1,542 1,530 3,154 3,107 2,830 2,812 2.66% 2.98% 2.72% 428 417 3.79% 145 142 5.41% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% 4,545 4,518 2.08% 152 152 0.12% 11,978 11,798 1.81% 3,322 3,313 1.67% – – –% 3,306 3,256 2.24% – – –% – – –% 18,903 18,831 1.06% 1,722 1,713 2.77% – – –% 8,099 8,008 2.91% 1,760 1,642 1,760 1,642 4.74% 4.74% 171 153 1.26% 171 153 1.26% 646 596 4.61% 112 109 4.07% 236 216 3.93% 31 27 3.97% 203 182 5.61% 64 62 5.27% – – –% $ 8,346 $ 11,429 $ 16,312 $ 12,102 $ 12,888 8,321 11,312 16,195 11,885 12,827 $ 1,931 $ 63,008 62,335 1,795 1.51% 1.94% 1.98% 1.91% 1.58% 4.44% 1.89% 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 107 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued)1 (millions of Canadian dollars) As at October 31, 2014 Within 1 year Over 1 year to 3 years Over 3 years to 5 years 10 years Remaining terms to maturities2 With no Over 5 specific years maturity years to Over 10 Total $ – $ – –% – – –% – – –% – $ – –% – – –% – $ – –% – – –% – $ – –% – – –% – – –% – – –% $ – $ – –% – – –% – – –% – – –% 282 281 4,846 4,822 9,534 9,465 4,217 4,224 –% 1.75% 2.11% 2.24% 2,679 2,677 8,282 8,226 4,531 4,424 1.57% 0.89% 0.85% – – –% – – –% – 18,879 – 18,792 –% 2.04% – 15,492 – 15,327 –% 1.00% 832 833 1.93% 1,529 1,536 7,002 6,961 6,938 6,917 6,654 6,611 2.20% 1.09% 0.85% 0.94% – 22,955 – 22,858 –% 1.08% $ 3,511 $ 10,093 $ 16,379 $ 16,472 $ 10,871 3,510 10,043 16,207 16,382 10,835 1.66% 1.10% 1.22% 1.58% 1.48% $ – $ 57,326 – 56,977 –% 1.38% 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. Held-to-maturity securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield U.S. federal government and agencies debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Other debt securities Other issuers Fair value Amortized cost Yield Total held-to-maturity schedules Fair value Amortized cost Yield 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. 108 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued)1 (millions of Canadian dollars) As at October 31, 2013 Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities2 With no specific years maturity Over 5 years to 10 years Over 10 Total Available-for-sale securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield Provinces Fair value Amortized cost Yield U.S. federal government debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Canadian mortgage-backed securities Fair value Amortized cost Yield Other debt securities Asset-backed securities Fair value Amortized cost Yield Non-agency CMO Fair value Amortized cost Yield Corporate and other debt Fair value Amortized cost Yield Equity securities Common shares Fair value Amortized cost Yield Preferred shares Fair value Amortized cost Yield Debt securities reclassified from trading Fair value Amortized cost Yield Total available-for-sale securities Fair value Amortized cost Yield 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. $ 5,041 $ 5,040 0.58% 206 $ 2,979 $ 1,043 $ 203 1.56% 0.94% 0.69% 2,967 1,034 $ 60 57 3.16% – $ 9,329 – 9,301 –% 0.69% 175 174 0.66% 141 141 0.14% 36 36 1.71% 540 536 0.84% 1,417 1,408 1.27% 448 443 1.34% 8 8 4.44% – – –% – – –% – – –% – – –% 1,769 1,757 2,117 2,089 5,545 5,398 5,568 5,550 1.48% 1.91% 2.34% 1.47% 5,568 5,553 1,933 1,926 1.27% 1.12% 371 372 1.65% 122 127 1.50% 22 22 0.12% 922 914 2.13% 1,866 1,855 2.35% – – –% – – –% – – –% 1,813 1,814 3,229 3,219 4,776 10,464 4,742 10,434 9,038 9,043 1.97% 1.03% 1.16% 0.75% 1.02% – – –% – – –% – – –% – – –% 963 948 1.75% 2,161 2,125 3,819 3,738 2,127 2,081 3.08% 3.03% 2.84% 394 379 4.79% 152 148 5.48% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% 2,588 2,569 1.16% 141 141 0.14% 15,035 14,830 1.85% 7,994 7,978 1.25% – – –% 2,810 2,791 2.26% – – –% – – –% 29,320 29,252 1.01% 963 948 1.75% – – –% 8,653 8,471 3.12% 1,640 1,560 1,640 1,560 3.69% 3.69% 166 152 3.70% 166 152 3.70% 905 835 7.46% 118 115 7.91% 353 313 8.03% 174 146 8.12% 171 161 6.22% 57 64 5.22% 32 36 7.92% $ 15,075 $ 12,771 $ 15,827 $ 18,187 $ 15,846 15,020 12,606 15,660 17,976 15,818 $ 1,838 $ 79,544 78,828 1,748 1.41% 1.95% 1.62% 1.39% 1.29% 3.77% 1.56% 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 109 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued)1 (millions of Canadian dollars) As at October 31, 2013 Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities2 With no specific years maturity Over 5 years to 10 years Over 10 Total Held-to-maturity securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield U.S. federal government and agencies debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Other debt securities Other issuers Fair value Amortized cost Yield Total held-to-maturity schedules Fair value Amortized cost Yield $ 259 $ 259 0.99% $ – – –% – – –% – – –% – – –% – – –% $ – – –% – – –% $ – – –% – – –% – – –% – – –% 1,335 1,334 7,414 7,447 3,764 3,770 1.47% 2.13% 2.23% 1,914 1,914 7,011 7,002 4,106 4,093 2.13% 1.29% 0.97% 72 71 1.25% 773 773 2.54% 747 749 2.72% 1,451 1,451 1,104 1,098 2.08% 1.83% – – –% – – –% $ 2,946 $ 7,758 $ 6,892 $ 8,590 $ 3,764 2,946 7,751 6,878 8,616 3,770 2.14% 1.43% 1.30% 2.08% 2.23% $ – $ – –% 259 259 0.99% – – –% – – –% – – –% – – –% 12,513 12,551 2.09% 13,103 13,080 1.31% – – –% 4,075 4,071 2.22% $ – $ 29,950 29,961 – –% 1.76% 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 110 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued)1 (millions of Canadian dollars) As at October 31, 2012 Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities2 With no specific years maturity Over 5 years to 10 years Over 10 Total Available-for-sale securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield Provinces Fair value Amortized cost Yield U.S. federal government debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Canadian mortgage-backed securities Fair value Amortized cost Yield Other debt securities Asset-backed securities Fair value Amortized cost Yield Non-agency CMO Fair value Amortized cost Yield Corporate and other debt Fair value Amortized cost Yield Equity securities Common shares Fair value Amortized cost Yield Preferred shares Fair value Amortized cost Yield Debt securities reclassified from trading Fair value Amortized cost Yield Total available-for-sale securities Fair value Amortized cost Yield 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. $ 9,943 $ 9,942 1.06% 122 $ 119 2.42% 132 $ 123 3.21% 630 $ 610 2.34% $ 28 24 3.82% – $ 10,855 – 10,818 –% 1.18% 2,178 2,177 1.17% 97 93 3.47% 54 50 3.62% 165 157 3.34% 9 8 4.44% 241 241 0.13% – – –% – – –% – – –% – – –% 1,835 1,833 1,369 1,338 1,221 11,670 13,319 1,168 11,188 13,053 0.49% 1.26% 1.82% 2.25% 2.00% 2,479 11,379 2,433 11,193 3,323 3,203 2.86% 1.55% 1.73% 29 27 2.62% 61 61 0.11% 31 30 0.10% 1,050 1,043 2.06% – – –% – – –% – – –% 1,031 1,024 4,152 4,131 5,718 5,683 7,305 7,202 6,839 6,828 3.96% 1.54% 0.97% 1.20% 1.26% – – –% – – –% – – –% – – –% 961 939 1.88% 670 654 3.30% 4,781 4,656 1,782 1,705 2.93% 3.80% 456 423 5.28% 169 149 6.38% – – –% – – –% – – –% – – –% 2,503 2,485 1.45% 241 241 0.13% 29,414 28,580 1.96% 17,210 16,856 1.77% – – –% 1,142 1,134 1.91% – – –% – – –% 25,045 24,868 1.34% 961 939 1.88% – – –% 7,858 7,587 3.35% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% 1,851 1,749 1,851 1,749 2.67% 2.67% 232 194 1.85% 232 194 1.85% 152 147 7.85% 333 301 8.16% 442 378 7.51% 151 124 7.90% 186 215 5.86% – – –% 1,264 1,165 7.46% $ 18,590 $ 22,264 $ 13,722 $ 20,406 $ 21,511 18,512 21,861 13,353 19,731 21,216 $ 2,083 $ 98,576 96,616 1,943 1.53% 1.93% 1.89% 1.98% 1.83% 2.59% 1.85% 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 111 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 8 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued)1 (millions of Canadian dollars) As at October 31, 2012 Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities2 With no specific years maturity Over 5 years to 10 years Over 10 Held-to-maturity securities Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield U.S. federal government and agencies debt Fair value Amortized cost Yield U.S. states, municipalities and agencies Fair value Amortized cost Yield Other OECD government-guaranteed debt Fair value Amortized cost Yield Other debt securities Other issuers Fair value Amortized cost Yield Total held-to-maturity schedules Fair value Amortized cost Yield $ – – –% – – –% – – –% – – –% – – –% $ – – –% $ – – –% – – –% – – –% – – –% – – –% $ – – –% $ – – –% – – –% – – –% – – –% – – –% $ – – –% $ – – –% – – –% – – –% – – –% – – –% $ – – –% $ – – –% – – –% – – –% – – –% – – –% $ – – –% $ – – –% – – –% – – –% – – –% – – –% $ – – –% Total $ – – –% – – –% – – –% – – –% – – –% $ – – –% 1 Yields represent the weighted-average yield of each security owned at the end of the period. The effective yield includes the contractual interest or stated dividend rate and is adjusted for the amortization of premiums and discounts; the effect of related hedging activities is excluded. 2 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 112 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 9 LOAN PORTFOLIO – Loans Maturity (millions of Canadian dollars) Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – Canada United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – United States Other International Personal Business and government Total loans – Other international Other loans Debt securities classified as loans Acquired credit-impaired loans Total other loans Total loans Under 1 year 1 to 5 years Over 5 years Total Remaining term to maturity October 31, 2014 As at $ 24,960 $ 143,145 $ 7,020 $ 175,125 44,025 126 14,194 17,927 101,232 5,442 6,252 11,694 46,261 147,493 15,539 7,308 1,344 – 167,336 4,568 2,281 6,849 16,396 183,732 4 9,041 578 – 16,643 4,594 1,235 5,829 9,157 25,800 59,568 16,475 16,116 17,927 285,211 14,604 9,768 24,372 71,814 357,025 214 105 23,016 23,335 9,196 4,254 141 7,637 21,442 992 1,424 2,416 9,500 30,942 5 1,998 2,003 172 13,806 401 – 14,484 1,493 7,365 8,858 29,863 44,347 4 123 127 2,297 722 73 – 26,108 1,809 5,248 7,057 30,054 56,162 – 3 3 11,665 18,782 615 7,637 62,034 4,294 14,037 18,331 69,417 131,451 9 2,124 2,133 313 434 747 $ 181,185 646 434 1,080 $ 229,286 1,736 845 2,581 $ 84,546 2,695 1,713 4,408 $ 495,017 113 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 9 LOAN PORTFOLIO – Loans Maturity (continued) (millions of Canadian dollars) Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – Canada United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – United States Other International Personal Business and government Total loans – Other international Other loans Debt securities classified as loans Acquired credit-impaired loans Total other loans Total loans Under 1 year 1 to 5 years Over 5 years Remaining term to maturity As at Total October 31, 2013 $ 21,286 $ 139,175 $ 3,928 $ 164,389 46,630 509 12,933 15,288 96,646 5,021 4,962 9,983 40,694 137,340 14,949 9,307 1,507 – 164,938 4,799 1,780 6,579 13,997 178,935 2 4,850 753 – 9,533 3,865 1,411 5,276 9,581 19,114 61,581 14,666 15,193 15,288 271,117 13,685 8,153 21,838 64,272 335,389 246 98 20,601 20,945 7,974 3,368 138 6,900 18,626 833 1,433 2,266 7,830 26,456 1 1,746 1,747 164 12,248 313 – 12,823 1,400 5,884 7,284 24,511 37,334 9 491 500 2,469 707 82 – 23,859 1,237 4,767 6,004 22,659 46,518 – 3 3 10,607 16,323 533 6,900 55,308 3,470 12,084 15,554 55,000 110,308 10 2,240 2,250 676 661 1,337 $ 166,880 1,200 867 2,067 $ 218,836 1,868 957 2,825 $ 68,460 3,744 2,485 6,229 $ 454,176 114 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 9 LOAN PORTFOLIO – Loans Maturity (continued) (millions of Canadian dollars) Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – Canada United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total loans – United States Other International Personal Business and government Total loans – Other international Other loans Debt securities classified as loans Acquired credit-impaired loans Total other loans Total loans Under 1 year 1 to 5 years Over 5 years Remaining term to maturity As at Total October 31, 2012 $ 25,530 $ 123,174 $ 5,543 $ 154,247 50,606 2,244 12,239 14,236 104,855 3,840 3,988 7,828 34,759 139,614 13,588 8,683 2,210 – 147,655 5,700 1,965 7,665 14,146 161,801 559 3,038 125 – 9,265 2,937 1,299 4,236 6,892 16,157 64,753 13,965 14,574 14,236 261,775 12,477 7,252 19,729 55,797 317,572 117 35 17,210 17,362 7,304 2,918 81 1,097 11,517 950 2,475 3,425 13,297 24,814 1 2,208 2,209 215 9,747 305 – 10,302 1,106 4,192 5,298 16,047 26,349 10 431 441 2,603 801 104 – 20,718 959 4,164 5,123 17,837 38,555 – 14 14 10,122 13,466 490 1,097 42,537 3,015 10,831 13,846 47,181 89,718 11 2,653 2,664 522 979 1,501 $ 168,138 1,604 1,734 3,338 $ 191,929 2,868 1,054 3,922 $ 58,648 4,994 3,767 8,761 $ 418,715 T A B L E 7 0 LOAN PORTFOLIO – Rate Sensitivity (millions of Canadian dollars) Fixed rate Variable rate Total October 31, 2014 October 31, 2013 October 31, 2012 1 to 5 years Over 5 years 1 to 5 years Over 5 years 1 to 5 years Over 5 years $ 155,614 73,672 $ 229,286 $ 59,555 24,991 $ 84,546 $ 158,435 60,401 $ 218,836 $ 45,395 23,065 $ 68,460 $ 133,730 58,199 $ 191,929 $ 37,781 20,867 $ 58,648 As at 115 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The change in the Bank’s allowance for credit losses for the years ended October 31, 2014, October 31, 2013, and October 31, 2012, are shown in the following table. T A B L E 7 1 ALLOWANCE FOR CREDIT LOSSES (millions of Canadian dollars, except as noted) Allowance for loan losses – Balance at beginning of year Provision for credit losses Write-offs Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total Canada United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total United States Other International Personal Business and government Total other international Other loans Debt securities classified as loans Acquired credit-impaired loans1,2 Total other loans Total write-offs against portfolio Recoveries Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total Canada 1 Includes all FDIC covered loans and other ACI loans. 2 Other adjustments are required as a result of the accounting for FDIC covered loans. For additional information, see “FDIC Covered Loans” section in Note 8 of the Bank’s Consolidated Financial Statements. 116 2014 $ 2,855 1,557 2013 $ 2,644 1,631 2012 $ 2,314 1,795 21 20 13 207 234 582 1,057 1 3 4 109 1,166 17 43 232 79 288 659 12 18 30 117 776 – – – 18 160 274 543 1,015 2 3 5 104 1,119 33 65 231 74 56 459 16 59 75 191 650 – – – 18 16 155 310 335 834 3 4 7 108 942 42 101 145 67 50 405 91 84 175 385 790 – – – 5 20 25 1,967 11 38 49 1,818 – 112 112 1,844 5 5 138 60 109 317 1 2 3 29 $ 346 3 2 35 55 101 196 1 1 2 28 $ 224 4 3 20 51 46 124 1 1 2 25 $ 149 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 7 1 ALLOWANCE FOR CREDIT LOSSES (continued) (millions of Canadian dollars, except as noted) United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card Total personal Real estate Residential Non-residential Total real estate Total business and government (including real estate) Total United States Other International Personal Business and government Total other international Other loans Debt securities classified as loans Acquired credit-impaired loans1,2 Total other loans Total recoveries on portfolio Net write-offs Disposals Foreign exchange and other adjustments Total allowance for credit losses Less: Allowance for off-balance sheet positions3 Allowance for loan losses – Balance at end of year Ratio of net write-offs in the period to average loans outstanding 2014 2013 2012 $ 10 $ 17 $ 15 5 12 20 60 107 14 15 29 73 180 – – – 4 64 22 5 112 8 10 18 49 161 – – – 6 35 19 5 80 8 13 21 57 137 – – – – 7 7 533 (1,434) – 112 3,090 62 $ 3,028 – 9 9 394 (1,424) (41) 46 2,856 1 $ 2,855 – 1 1 287 (1,557) – 20 2,572 (72) $ 2,644 0.31% 0.33% 0.39% 1 Includes all FDIC covered loans and other ACI loans. 2 Other adjustments are required as a result of the accounting for FDIC covered loans. For additional information, see “FDIC Covered Loans” section in Note 8 of the Bank’s Consolidated Financial Statements. 3 The allowance for credit losses for off-balance sheet instruments is recorded in Other Liabilities on the Consolidated Balance Sheet. 117 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 7 2 AVERAGE DEPOSITS (millions of Canadian dollars, except as noted) Deposits booked in Canada1 Non-interest bearing demand deposits Interest bearing demand deposits Notice deposits Term deposits Total deposits booked in Canada Deposits booked in the United States Non-interest bearing demand deposits Interest bearing demand deposits Notice deposits Term deposits Total deposits booked in the United States Deposits booked in the other international Non-interest bearing demand deposits Interest bearing demand deposits Notice deposits Term deposits Total deposits booked in other international For the year ended October 31, 2012 October 31, 2014 October 31, 2013 Average balance Total interest expense Average rate paid Average balance Total interest expense Average rate paid Average balance $ 5,405 38,443 159,687 120,493 324,028 $ – 597 421 1,934 2,952 –% $ 4,050 35,768 144,463 110,648 294,929 1.55 0.26 1.61 0.91 $ – 443 459 2,039 2,941 –% $ 4,218 34,699 127,564 112,516 278,997 1.24 0.32 1.84 1.00 Total interest expense $ – 251 528 2,371 3,150 6,961 1,387 196,735 74,999 280,082 – 3 1,059 216 1,278 20 1,803 27 17,951 19,801 – 2 – 81 83 – 0.22 0.54 0.29 0.46 – 0.11 – 0.45 0.42 7,544 897 170,255 70,034 248,730 – 3 1,222 248 1,473 10 2,557 28 9,435 12,030 – 6 – 41 47 – 0.33 0.72 0.35 0.59 – 0.23 – 0.43 0.39 5,742 504 149,300 58,299 213,845 – 1 1,243 256 1,500 – 2,802 26 7,912 10,740 – 12 – 8 20 Average rate paid –% 0.72 0.41 2.11 1.13 – 0.20 0.83 0.44 0.70 – 0.43 – 0.10 0.19 Total average deposits $ 623,911 $ 4,313 0.69% $ 555,689 $ 4,461 0.80% $ 503,582 $ 4,670 0.93% 1 As at October 31, 2014, deposits by foreign depositors in TD’s Canadian bank offices amounted to $8 billion (October 31, 2013 – $7 billion, October 31, 2012 – $7 billion). T A B L E 7 3 DEPOSITS – Denominations of $100,000 or greater1 (millions of Canadian dollars) Canada United States Other international Total Canada United States Other international Total Canada United States Other international Total 1 Deposits in Canada, U.S. and Other international include wholesale and retail deposits. T A B L E 7 4 SHORT-TERM BORROWINGS (millions of Canadian dollars, except as noted) Obligations related to securities sold under repurchase agreements Balance at year-end Average balance during the year Maximum month-end balance Weighted-average rate at October 31 Weighted-average rate during the year 118 Within 3 months 3 months to 6 months 6 months to 12 months Over 12 months Remaining term to maturity As at Total $ 23,860 32,950 12,131 $ 68,941 $ 3,411 13,359 1,985 $ 18,755 $ 13,461 28,012 1,446 $ 42,919 $ 25,229 41,595 11,141 $ 77,965 $ 5,196 15,634 4,504 $ 25,334 $ 8,695 7,974 77 $ 16,746 $ 32,421 27,605 8,907 $ 68,933 $ 4,885 13,537 127 $ 18,549 $ 8,524 12,876 17 $ 21,417 October 31, 2014 $ 54,743 2,380 – $ 57,123 $ 95,475 76,701 15,562 $ 187,738 October 31, 2013 $ 36,036 1,684 18 $ 37,738 $ 75,156 66,887 15,740 $ 157,783 October 31, 2012 $ 26,869 1,741 – $ 28,610 $ 72,699 55,759 9,051 $ 137,509 October 31 2014 October 31 2013 As at October 31 2012 $ 45,587 57,122 51,703 0.33% 0.41 $ 34,414 46,234 42,726 0.43% 0.45 $ 38,816 42,578 40,349 0.42% 0.58 TD BANK GROUP ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 esti- mates 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 safe- guarded 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 communica- tion 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, 2014, 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, 2014, 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 neces- sary 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 share- holders of the Bank, have audited the effectiveness of the Bank’s internal control over financial reporting as at October 31, 2014, 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. Colleen M. Johnston Chief Financial Officer Bharat B. Masrani Group President and Chief Executive Officer Toronto, Canada December 3, 2014 119 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS 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, 2014 and 2013, 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, 2014, 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 assess- ment 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, 2014 and 2013, and its financial performance and its cash flows for each of the years in the three-year period ended October 31, 2014, 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 Toronto-Domin- ion Bank’s internal control over financial reporting as of October 31, 2014, 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 December 3, 2014, 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 December 3, 2014 120 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS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, 2014, 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 report- ing, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting contained in the accompany- ing 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 main- tained 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 effective- ness 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 regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). A company’s internal control over financial reporting includes those policies and proce- dures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regard- ing 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 report- ing may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes 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, 2014, based on the COSO criteria. We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheet of The Toronto-Dominion Bank as at October 31, 2014 and 2013, and the Consoli- dated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2014, of The Toronto-Dominion Bank and our report dated December 3, 2014, expressed an unqualified opinion thereon. Ernst & Young LLP Chartered Professional Accountants Licensed Public Accountants Toronto, Canada December 3, 2014 121 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSConsolidated Balance Sheet (millions of Canadian dollars, except as noted) 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 27) 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 (millions of shares issued and outstanding: Oct. 31, 2014 – 1,846.2, Oct. 31, 2013 – 1,838.9) (Note 21) Preferred shares (millions of shares issued and outstanding: Oct. 31, 2014 – 88.0, Oct. 31, 2013 – 135.8) (Note 21) Treasury shares – common (millions of shares held: Oct. 31, 2014 – (1.6), Oct. 31, 2013 – (3.9)) (Note 21) Treasury shares – preferred (millions of shares held: Oct 31, 2014 – (0.04), Oct. 31, 2013 – (0.1)) (Note 21) Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests in subsidiaries (Note 22) Total equity Total liabilities and equity Certain comparative amounts have been restated to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements. October 31 2014 $ 2,781 43,773 46,554 101,173 55,363 4,745 63,008 224,289 56,977 75,031 198,912 123,411 25,570 131,349 2,695 481,937 (3,028) 478,909 13,080 5,569 14,233 2,680 4,930 2,008 9,319 11,163 62,982 $ 944,742 $ 59,334 50,776 11,198 3,250 124,558 343,240 15,771 241,705 600,716 13,080 39,465 45,587 24,960 10,384 6,079 15,897 155,452 7,785 888,511 19,811 2,200 (54) (1) 205 27,585 4,936 54,682 1,549 56,231 $ 944,742 As at October 31 2013 $ 3,581 28,583 32,164 101,940 49,461 6,532 79,544 237,477 29,961 64,283 185,820 119,192 22,222 116,799 3,744 447,777 (2,855) 444,922 6,399 5,300 13,293 2,493 4,635 1,800 9,183 10,111 53,214 $ 862,021 $ 50,967 49,471 21,960 12 122,410 319,468 17,149 204,988 541,605 6,399 41,829 34,414 25,592 8,882 5,586 15,939 138,641 7,982 810,638 19,316 3,395 (145) (2) 170 23,982 3,159 49,875 1,508 51,383 $ 862,021 122 Bharat B. Masrani Group President and Chief Executive Officer William E. Bennett Chair, Audit Committee TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Consolidated Statement of Income For the years ended October 31 (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 gains (losses) (Note 7) Trading income (losses) (Note 23) Service charges Card services Insurance revenue (Note 24) Trust fees Other income (loss) Total revenue Provision for credit losses (Note 8) Insurance claims and related expenses (Note 24) Non-interest expenses Salaries and employee benefits (Note 26) Occupancy, including depreciation Equipment, including depreciation Amortization of other intangibles Marketing and business development Restructuring costs Brokerage-related fees Professional and advisory services Communications Other Income before income taxes and equity in net income of an investment in associate Provision for (recovery of) income taxes (Note 27) Equity in net income of an investment in associate, net of income taxes (Note 12) Net income Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Non-controlling interests in subsidiaries Common shareholders Weighted-average number of common shares outstanding (millions) (Note 28) Basic Diluted Earnings per share (dollars) (Note 28) Basic Diluted Dividends per share (dollars) Certain comparative amounts have been restated to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements. 2014 2013 2012 $ 19,758 $ 18,514 $ 17,951 2,913 1,173 84 23,928 4,313 777 412 842 6,344 17,584 3,346 845 173 (349) 2,152 1,552 3,883 150 625 12,377 29,961 1,557 2,833 8,451 1,549 810 598 756 29 321 991 283 2,708 16,496 9,075 1,512 320 7,883 143 $ 7,740 2,965 1,048 88 22,615 4,461 927 447 706 6,541 16,074 2,834 785 304 (279) 1,966 1,220 3,734 148 473 11,185 27,259 1,631 3,056 7,651 1,456 847 521 685 129 317 1,009 281 2,173 15,069 7,503 1,135 272 6,640 185 $ 6,455 $ 107 7,633 $ 105 6,350 1,839.1 1,845.3 $ 4.15 4.14 1.84 1,837.9 1,845.1 $ 3.46 3.44 1.62 3,259 940 88 22,238 4,670 1,026 612 904 7,212 15,026 2,621 745 373 (41) 1,849 942 3,537 149 345 10,520 25,546 1,795 2,424 7,259 1,374 825 477 668 – 296 925 282 1,910 14,016 7,311 1,085 234 6,460 196 $ 6,264 $ 104 6,160 1,813.2 1,829.7 $ 3.40 3.38 1.45 123 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Consolidated Statement of Comprehensive Income 2014 $ 7,883 2013 $ 6,640 2012 $ 6,460 69 (163) 3,697 (13) (1,390) 13 1,647 (2,083) (458) 1,319 $ 9,202 $ 143 8,952 107 (472) (271) 1,885 4 (737) (4) 668 (1,559) 339 (147) $ 6,493 $ 185 6,203 105 689 (163) 92 – (54) – 834 (1,079) (748) (429) $ 6,031 $ 196 5,731 104 For the years ended October 31 (millions of Canadian dollars) Net income Other comprehensive income (loss), net of income taxes Items that will be subsequently reclassified to net income Change in unrealized gains (losses) on available-for-sale securities1 Reclassification to earnings of net losses (gains) in respect of available-for-sale securities2 Net change in unrealized foreign currency translation gains (losses) on investments in foreign operations Reclassification to earnings of net losses (gains) on investments in foreign operations3 Net foreign currency translation gains (losses) from hedging activities4 Reclassification to earnings of net losses (gains) on hedges of investments in foreign operations5 Change in net gains (losses) on derivatives designated as cash flow hedges6 Reclassification to earnings of net losses (gains) on cash flow hedges7 Items that will not be subsequently reclassified to net income Actuarial gains and (losses) on employee benefit plans8 Comprehensive income (loss) for the year Attributable to: Preferred shareholders Common shareholders Non-controlling interests in subsidiaries 1 Net of income tax provision in 2014 of $67 million (2013 – income tax recovery of $285 million; 2012 – income tax provision of $302 million). 2 Net of income tax provision in 2014 of $81 million (2013 – income tax provision of $136 million; 2012 – income tax provision of $74 million). 3 Net of income tax provision in 2014 of nil (2013 – income tax provision of nil; 2012 – income tax provision of nil). 4 Net of income tax recovery in 2014 of $488 million (2013 – income tax recovery of $264 million; 2012 – income tax recovery of $22 million). 5 Net of income tax recovery in 2014 of $4 million (2013 – income tax provision of $1 million; 2012 – income tax provision of nil). 6 Net of income tax provision in 2014 of $1,113 million (2013 – income tax provision of $383 million; 2012 – income tax provision of $381 million). 7 Net of income tax provision in 2014 of $1,336 million (2013 – income tax provision of $830 million; 2012 – income tax provision of $485 million). 8 Net of income tax recovery in 2014 of $210 million (2013 – income tax provision of $172 million; 2012 – income tax recovery of $289 million). Certain comparative amounts have been restated to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements. 124 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Consolidated Statement of Changes in Equity For the years ended October 31 (millions of Canadian dollars) Common shares (Note 21) Balance at beginning of year Proceeds from shares issued on exercise of stock options Shares issued as a result of dividend reinvestment plan Purchase of shares for cancellation Balance at end of year Preferred shares (Note 21) Balance at beginning of year Issue of shares Redemption of shares Balance at end of year Treasury shares – common (Note 21) Balance at beginning of year Purchase of shares Sale of shares Balance at end of year Treasury shares – preferred (Note 21) Balance at beginning of year Purchase of shares Sale of shares Balance at end of year Contributed surplus Balance at beginning of year Net premium (discount) on sale of treasury shares Stock options (Note 25) Other Balance at end of year Retained earnings Balance at beginning of year Transition adjustments on adoption of new and amended accounting standards (Note 4) Net income attributable to shareholders Common dividends Preferred dividends Share issue expenses and others Net premium on repurchase of common shares Actuarial gains and (losses) on employee benefit plans Balance at end of year Accumulated other comprehensive income (loss) Net unrealized gain (loss) on available-for-sale securities: Balance at beginning of year Other comprehensive income (loss) Balance at end of year Net unrealized foreign currency translation gain (loss) on investments in foreign operations, net of hedging activities: Balance at beginning of year Other comprehensive income (loss) Balance at end of year Net gain (loss) on derivatives designated as cash flow hedges: Balance at beginning of year Other comprehensive income (loss) Balance at end of year Total Non-controlling interests in subsidiaries Balance at beginning of year Net income attributable to non-controlling interests in subsidiaries Other Balance at end of year Total equity Certain comparative amounts have been restated to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements. 2014 2013 2012 $ 19,316 199 339 (43) 19,811 $ 18,691 297 515 (187) 19,316 $ 17,491 253 947 – 18,691 3,395 1,000 (2,195) 2,200 (145) (4,197) 4,288 (54) (2) (154) 155 (1) 170 48 (5) (8) 205 23,982 – 7,776 (3,384) (143) (11) (177) (458) 27,585 732 (94) 638 722 2,307 3,029 1,705 (436) 1,269 4,936 3,395 – – 3,395 (166) (3,552) 3,573 (145) (1) (86) 85 (2) 196 (3) (25) 2 170 20,868 (5) 6,535 (2,977) (185) – (593) 339 23,982 1,475 (743) 732 (426) 1,148 722 2,596 (891) 1,705 3,159 3,395 – – 3,395 (116) (3,175) 3,125 (166) – (77) 76 (1) 212 10 (25) (1) 196 18,213 (136) 6,356 (2,621) (196) – – (748) 20,868 949 526 1,475 (464) 38 (426) 2,841 (245) 2,596 3,645 1,508 107 (66) 1,549 $ 56,231 1,477 105 (74) 1,508 $ 51,383 1,483 104 (110) 1,477 $ 48,105 125 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS 2014 2013 2012 $ 9,395 $ 7,775 $ 7,545 1,557 542 598 (173) (320) 31 (204) (2,364) 767 (33,717) 72,059 (4,597) 1,783 (11,394) (7,996) 25,967 11,173 (150) (45) 168 989 (220) (2,195) 4,491 (4,351) (3,188) (107) 6,565 1,631 512 521 (304) (272) (370) (425) 8,391 (7,409) (33,820) 64,449 (4,068) (364) (3,962) (4,600) 27,685 (4,402) (3,400) (407) 247 – (780) – 3,655 (3,638) (2,647) (105) (11,477) 1,795 494 477 (373) (234) 105 (236) 9,818 (21,178) (27,836) 47,487 2,208 (1,952) (2,265) (2,790) 13,065 12,825 (201) (35) 206 – – – 3,211 (3,252) (1,870) (104) 10,780 (15,190) (7,075) (676) (38,887) 30,032 6,403 (9,258) 6,542 (37) 1,263 10 (837) (10,748) (2,768) (33,475) 143 (800) 3,581 $ 2,781 $ 1,241 6,478 22,685 1,179 (58,102) 39,468 18,189 (11,352) 2,873 (489) 1,399 1,030 (745) 4,915 (6,211) (16,100) 37 145 3,436 $ 3,581 869 $ 6,931 21,532 1,018 (65,338) 40,223 20,707 – – (286) 1,568 162 (813) (12,217) (6,839) (23,509) 4 340 3,096 $ 3,436 $ 1,296 7,368 21,218 925 Consolidated Statement of Cash Flows For the years ended October 31 (millions of Canadian dollars) Cash flows from (used in) operating activities Net income before income taxes Adjustments to determine net cash flows from (used in) operating activities Provision for credit losses (Note 8) Depreciation (Note 15) Amortization of other intangibles Net securities losses (gains) (Note 7) Equity in net income of an investment in associate (Note 12) Deferred taxes (Note 27) Changes in operating assets and liabilities Interest receivable and payable (Notes 16, 18) Securities sold short Trading loans and securities Loans net of securitization and sales Deposits Derivatives Financial assets and liabilities designated at fair value through profit or loss Securitization liabilities Other Net cash from (used in) operating activities Cash flows from (used in) financing activities Change in securities sold under repurchase agreements Repayment of subordinated notes and debentures (Note 19) Translation adjustment on subordinated notes and debentures issued in a foreign currency and other Common shares issued (Note 21) Preferred shares issued (Note 21) Repurchase of common shares (Note 21) Redemption of preferred shares (Note 21) Sale of treasury shares (Note 21) Purchase of treasury shares (Note 21) Dividends paid Distributions to non-controlling interests in subsidiaries Net cash from (used in) financing activities Cash flows from (used in) investing activities Interest-bearing deposits with banks Activities in available-for-sale securities (Note 7) Purchases Proceeds from maturities Proceeds from sales Activities in held-to-maturity securities (Note 7) Purchases Proceeds from maturities Activities in debt securities classified as loans Purchases Proceeds from maturities Proceeds from sales Net purchases of land, buildings, equipment, and other depreciable assets Changes in securities purchased (sold) under reverse repurchase agreements Net cash acquired from (paid for) divestitures, acquisitions, and the sale of TD Ameritrade shares (Notes 12, 13) Net cash from (used in) investing activities Effect of exchange rate changes on cash and due from banks Net increase (decrease) in cash and due from banks Cash and due from banks at beginning of year Cash and due from banks at end of year Supplementary disclosure of cash flow information Amount of income taxes paid (refunded) during the year Amount of interest paid during the year Amount of interest received during the year Amount of dividends received during the year Certain comparative amounts have been restated to conform with the presentation adopted in the current period. The accompanying Notes are an integral part of these Consolidated Financial Statements. 126 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Notes to Consolidated Financial Statements To facilitate a better understanding of the Bank’s Consolidated Financial Statements, significant accounting policies, and related disclosures, a listing of all the notes is provided below. NOTE TOPIC 1 2 3 PAGE 128 128 Nature of Operations Summary of Significant Accounting Policies Significant Accounting Judgments, 137 Estimates and Assumptions Current and Future Changes in Accounting Policies 140 142 Fair Value Measurements Offsetting Financial Assets and Financial Liabilities 154 Securities 155 Loans, Impaired Loans, and Allowance for Credit Losses 159 Transfers of Financial Assets 163 164 Structured Entities Derivatives 168 175 Investment in Associates and Joint Ventures Significant Acquisitions and Disposals 176 Goodwill and Other Intangibles 177 Land, Buildings, Equipment, and Other Depreciable Assets 179 179 Other Assets 180 Deposits 181 Other Liabilities 181 Subordinated Notes and Debentures 182 Capital Trust Securities 183 Share Capital 186 Non-Controlling Interests in Subsidiaries 186 Trading-Related Income 187 Insurance 190 Share-Based Compensation 191 Employee Benefits 197 Income Taxes 199 Earnings Per Share Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral Related Party Transactions Segmented Information Interest Rate Risk Credit Risk Regulatory Capital Risk Management Information on Subsidiaries Subsequent Event 199 203 204 206 208 212 213 213 214 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 127 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 1 NATURE OF OPERATIONS CORPORATE INFORMATION The Toronto-Dominion Bank is a bank chartered under the Bank Act. 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. 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 three business segments operating in a number of locations in key financial centres around the globe: Canadian Retail, U.S. Retail, and Wholesale Banking. BASIS OF PREPARATION The accompanying Consolidated Financial Statements and accounting principles followed by the Bank have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), including the accounting requirements of the Office of the Superintendent of Finan- cial Institutions Canada (OSFI). The Consolidated Financial Statements are presented in Canadian dollars, unless otherwise indicated. N O T E 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF CONSOLIDATION The Consolidated Financial Statements include the assets, liabilities, results of operations, and cash flows of the Bank and its subsidiaries including certain structured entities which it controls. The Bank controls an entity when (1) it has the power to direct the activities of the entity which have the most significant impact on the entity’s risks and/or returns; (2) it is exposed to significant risks and/or returns arising from the entity; and (3) it is able to use its power to affect the risks and/or returns to which it is exposed. The Bank’s 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. Subsidiaries Subsidiaries are corporations or other legal entities controlled by the Bank, generally through directly holding more than half of the voting power of the entity. Control of subsidiaries is determined based on the power exercisable through ownership of voting rights and is generally aligned with the risks and/or returns (collectively referred to as “vari- able returns”) absorbed from subsidiaries through those voting rights. As a result, the Bank controls and consolidates subsidiaries when it holds the majority of the voting rights of the subsidiary, unless there is evidence that another investor has control over the subsidiary. The existence and effect of potential voting rights that are currently exer- cisable or convertible are considered in assessing whether the Bank controls an entity. Subsidiaries are consolidated from the date the Bank obtains control and continue to be consolidated until the date when control ceases to exist. The preparation of financial statements requires that management make estimates, assumptions and judgments regarding the reported amount of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities, as further described in Note 3. Accord- ingly, actual results may differ from estimated amounts as future confirming events occur. The accompanying Consolidated Financial Statements of the Bank were approved and authorized for issue by the Bank’s Board of Direc- tors (the “Board”), in accordance with the recommendation of the Audit Committee, on December 3, 2014. Certain disclosures are included in the shaded sections of the “Managing Risk” section of the accompanying 2014 Management’s Discussion and Analysis (MD&A), as permitted by IFRS, and form an integral part of the Consolidated Financial Statements. Certain comparative amounts have been restated to conform with the presentation adopted in the current year. The Consolidated Financial Statements were prepared under a historical cost basis, except for certain items carried at fair value as discussed in Note 2. The Bank may consolidate certain subsidiaries where it owns 50% or less of the voting rights. Most of those subsidiaries are structured entities as described in the following section. Structured Entities Structured entities, including special purpose entities (SPEs), are entities that are created to accomplish a narrow and well-defined objective. Structured entities may take the form of a corporation, trust, partner- ship, or unincorporated entity. They are often created with legal arrangements that impose limits on the decision making powers of their governing board, trustee, or management over the operations of the entity. Typically, structured entities may not be controlled directly through holding more than half of the voting power of the entity as the ownership of voting rights may not be aligned with the variable returns absorbed from the entity. As a result, structured entities are consolidated when the substance of the relationship between the Bank and the structured entity indicates that the entity is controlled by the Bank. When assessing whether the Bank has to consolidate a structured entity, the Bank evaluates three primary criteria in order to conclude whether, in substance: • The Bank has the power to direct the activities of the structured entity that have the most significant impact on the entity’s risks and/ or returns; • The Bank is exposed to significant variable returns arising from the entity; and • The Bank has the ability to use its power to affect the risks and/or returns to which it is exposed. 128 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSConsolidation conclusions are reassessed at the end of each financial reporting period. The Bank’s policy is to consider the impact on consol- idation of all significant changes in circumstances, focusing on the following: • Substantive changes in ownership, such as the purchase of more than an insignificant additional interest or disposal of more than an insignificant interest in an entity; • Changes in contractual or governance arrangements of an entity; • Additional activities undertaken, such as providing a liquidity facility beyond the terms established originally or entering into a transac- tion that was not originally contemplated; or • Changes in the financing structure of an entity. Investments in Associates and Joint Ventures Entities over which the Bank has significant influence are associates and entities over which the Bank has joint control are joint ventures. Associates and joint ventures are accounted for using the equity method of accounting. Significant influence is the power to participate in the financial and operating policy decisions of an investee, but is not control or joint control over these entities. Investments in associates and joint ventures are carried on the Consolidated Balance Sheet initially at cost and increased or decreased to recognize the Bank’s share of the profit or loss of the associate or joint venture, capital transactions, including the receipt of any dividends, and write-downs to reflect impairment in the value of such entities. These increases or decreases, together with any gains and losses realized on disposition, are reported on the Consolidated Statement of Income. The Bank’s equity share in TD Ameritrade’s earnings is reported on a one-month lag basis. The Bank takes into account changes in the subsequent period that would significantly affect the results. At each balance sheet date, the Bank assesses whether there is any objective evidence that the investment in an associate or joint venture is impaired. The Bank calculates the amount of impairment as the difference between the higher of fair value or value-in-use and its carrying value. Non-controlling Interests When the Bank does not own all of the equity of a consolidated entity, the minority shareholders’ interest is presented on the Consolidated Balance Sheet as Non controlling interests in subsidiaries as a component of total equity, separate from the equity of the Bank’s share holders. The income attributable to the minority interest holders, net of tax, is presented as a separate line item on the Consolidated Statement of Income. CASH AND DUE FROM BANKS Cash and due from banks consist of cash and amounts due from banks which are issued by investment grade financial institutions. These amounts are due on demand or have an original maturity of three months or less. REVENUE RECOGNITION Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Bank and the revenue can be reliably measured. Revenue associated with the rendering of services is recog- nized by reference to the stage of completion of the transaction at the end of the reporting period. Interest from interest-bearing assets and liabilities is recognized as interest income using the effective interest rate (EIR). EIR is the rate that discounts expected future cash 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 incremen- tal costs that are directly attributable to the instrument and all other premiums or discounts. Investment and securities services income include asset management fees, administration and commission fees, and investment banking fees. Asset management fees and administration and commission fees include income from investment management and related services, custody and institutional trust services, and brokerage services, which are recognized as income over the period in which the related service is rendered. Investment banking fees, including advisory fees, are recognized as income when earned, and underwriting fees are recog- nized as income when the Bank has rendered all services to the issuer and is entitled to collect the fee. Credit fees include commissions, liquidity fees, restructuring fees, and loan syndication fees and are recognized as earned. Card services income, including interchange income from credit and debit cards and annual fees, is recognized as earned, except for annual fees, which are recognized over a twelve-month period. Service charges, trust, and other fee income is recognized as earned. Revenue recognition policies related to financial instruments and insurance are described in the following accounting policies. FINANCIAL INSTRUMENTS OTHER THAN DERIVATIVES Trading Assets and Trading Liabilities Financial instruments are included within the trading portfolio if they have been originated, acquired, or incurred principally for the purpose of selling or repurchasing in the near term, or they form part of a port- folio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Included within the trading portfolio are trading securities, trading loans, trading deposits, securitization liabilities at fair value, obligations related to securities sold short, and physical commodities, as well as certain financing-type commodities transactions that are recorded on the Consolidated Balance Sheet as securities purchased under reverse repurchase agreements and obligations related to securities sold under repurchase agreements, respectively. Trading portfolio assets and liabilities are recognized on a trade date basis and are accounted for at fair value, with changes in fair value as well as any gains or losses realized on disposal recognized in trading income. Physical commodities are measured at fair value less costs to sell. Transaction costs are expensed as incurred. Dividends are recog- nized on the ex-dividend date and interest is recognized on an accrual basis using the effective interest rate method (EIRM). Both dividends and interest are included in interest income or interest expense. Designated at Fair Value through Profit or Loss Certain financial assets and liabilities that do not meet the definition of trading may be designated at fair value through profit or loss. To be designated at fair value through profit or loss, financial assets or liabilities must meet one of the following criteria: (1) the designation eliminates or significantly reduces a measurement or recognition inconsistency; (2) a group of financial assets or liabilities, or both, is managed and its performance is evaluated on a fair value basis in accordance with a documented risk management or investment strat- egy; or (3) the instrument contains one or more embedded derivatives unless a) the embedded derivative does not significantly modify the cash flows that otherwise would be required by the contract, or b) it is clear with little or no analysis that separation of the embedded deriva- tive from the financial instrument is prohibited. In addition, the fair value through profit or loss designation is available only for those financial instruments for which a reliable estimate of fair value can be obtained. Once financial assets and liabilities are designated at fair value through profit or loss, the designation is irrevocable. 129 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSAssets and liabilities designated at fair value through profit or loss Interest income is recognized using the EIRM. Loan origination fees are carried at fair value on the Consolidated Balance Sheet, with changes in fair value as well as any gains or losses realized on disposal recognized in other income. Interest is recognized on an accrual basis using the EIRM and is included in interest income or interest expense. Available-for-Sale Securities Financial assets not classified as trading, designated at fair value through profit or loss, held-to-maturity or loans, are classified as available-for- sale and include equity securities and debt securities. Available-for-sale securities are recognized on a trade date basis and are carried at fair value on the Consolidated Balance Sheet with changes in fair value recognized in other comprehensive income. Gains and losses realized on disposal of financial assets classified as available-for-sale are calculated on an average cost basis and are recognized in net securities gains (losses) in non-interest income. Dividends are recognized on the ex-dividend date and interest income is recognized on an accrual basis using the EIRM. Both dividends and interest are included in Interest income on the Consolidated Statement of Income. Impairment losses are recognized if there is objective evidence of impairment as a result of one or more events that have occurred (a ‘loss event’) and the loss event(s) results in a decrease in the estimated future cash flows of the instrument. A significant or prolonged decline in fair value below cost is considered objective evidence of impairment for available-for-sale equity securities. A deterioration in credit quality is considered objective evidence of impairment for available-for-sale debt securities. Qualitative factors are also considered when assessing impairment for available-for-sale securities. When impairment is identified, the cumulative net loss previously recognized in Other comprehensive income, less any impairment loss previously recognized on the Consolidated Statement of Income, is removed from Other comprehensive income and recognized in Net securities gains (losses) in Non-interest income on the Consolidated Statement of Income. If the fair value of a previously impaired equity security subsequently increases, the impairment loss is not reversed through the Consolidated Statement of Income. Subsequent increases in fair value are recog- nized in other comprehensive income. If the fair value of a previously impaired debt security subsequently increases and the increase can be objectively related to an event occurring after the impairment was recognized on the Consolidated Statement of Income, then the impair- ment loss is reversed through the Consolidated Statement of Income. An increase in fair value in excess of impairment recognized previously on the Consolidated Statement of Income is recognized in other comprehensive income. Held-to-Maturity Securities Debt securities with fixed or determinable payments and fixed maturity dates, that do not meet the definition of loans and receivables, and that the Bank intends and has the ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost, net of impairment losses. Securities classified as held-to-maturity are assessed for objective evidence of impairment at the counterparty-specific level. If there is no objective evidence of impairment at the counterparty-specific level then the security is grouped with other held-to-maturity securities with similar credit risk characteristics and collectively assessed for impairment, which considers losses incurred but not identified. Interest income is recognized using the EIRM and is included in Interest income on the Consolidated Statement of Income. Loans and Allowance for Loan Losses Loans Loans are non-derivative financial assets with fixed or determinable payments that the Bank does not intend to sell immediately or in the near term and that are not quoted in an active market. Loans are carried at amortized cost on the Consolidated Balance Sheet, net of an allowance for loan losses, write-offs and unearned income, which includes prepaid interest, loan origination fees and costs, commitment fees, loan syndication fees, and unamortized discounts or premiums. and costs are considered to be adjustments to the loan yield and are recognized in interest income over the term of the loan. Commitment fees are recognized in credit fees over the commitment period when it is unlikely that the commitment will be called upon; otherwise, they are recognized in interest income over the term of the resulting loan. Loan syndication fees are recognized in credit fees upon completion of the financing placement unless the yield on any loan retained by the Bank is less than that of other comparable lenders involved in the financing syndicate. In such cases, an appropriate portion of the fee is recognized as a yield adjustment to interest income over the term of the loan. Loan Impairment and the Allowance for Credit Losses, Excluding Acquired Credit-Impaired Loans A loan, including a debt security classified as a loan, is considered impaired when there is objective evidence that there has been a deterioration of credit quality subsequent to the initial recognition of the loan (a ‘loss event’) to the extent the Bank no longer has reasonable assurance as to the timely collection of the full amount of principal and interest. Indicators of impairment could include, but are not limited to, one or more of the following: • Significant financial difficulty of the issuer or obligor; • A breach of contract, such as a default or delinquency in interest or principal payments; • Increased probability that the borrower will enter bankruptcy or other financial reorganization; or • The disappearance of an active market for that financial asset. A loan will be reclassified back to performing status when it has been determined that there is reasonable assurance of full and timely repayment of interest and principal in accordance with the original or revised contractual conditions of the loan and all criteria for the impaired classification have been remedied. In cases where a borrower experiences financial difficulties the Bank may grant certain conces- sionary modifications to the terms and conditions of a loan. Modifications may include payment deferrals, extension of amortization periods, rate reductions, principal forgiveness, debt consolidation, forbearance and other modifications intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. The Bank has policies in place to determine the appropriate remediation strategy based on the individual borrower. If the modified loan’s estimated realizable value, discounted at the original loan’s effective interest rate, has decreased as a result of the modification, additional impairment is recorded. Once modified, if a loan was classified as impaired prior to the modification, the loan is generally assessed for impairment consistent with the Bank’s existing policies for impairment. The allowance for credit losses represents management’s best estimate of impairment incurred in the lending portfolios, including any off-balance sheet exposures, at the balance sheet date. The allowance for loan losses, which includes credit-related allowances for residential mortgages, consumer instalment and other personal, credit card, business and government loans, and debt securities classified as loans, is deducted from Loans on the Consolidated Balance Sheet. The allowance for credit losses for off-balance sheet instruments, which relates to certain guarantees, letters of credit, and undrawn lines of credit, is recognized in Other liabilities on the Consolidated Balance Sheet. Allowances for lending portfolios reported on the balance sheet and off-balance sheet exposures are calculated using the same methodology. The allowance is increased by the provision for credit losses and decreased by write-offs net of recoveries and disposals. The Bank maintains both counterparty- specific and collectively assessed allowances. Each quarter, allowances are reassessed and adjusted based on any changes in management’s estimate of the future cash flows estimated to be recovered. Credit losses on impaired loans continue to be recognized by means of an allowance for credit losses until a loan is written off. 130 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSA loan is written off against the related allowance for credit losses when there is no realistic prospect of recovery. Non-retail loans are generally written off when all reasonable collection efforts have been exhausted, such as when a loan is sold, when all security has been realized, or when all security has been resolved with the receiver or bankruptcy court. Non-real estate secured retail loans are generally written off when contractual payments are 180 days past due, or when a loan is sold. Real-estate secured retail loans are generally written off when the security is realized. Counterparty-Specific Allowance Individually significant loans, such as the Bank’s medium-sized business and government loans and debt securities classified as loans, are assessed for impairment at the counterparty-specific level. The impair- ment assessment is based on the counterparty’s credit ratings, overall financial condition, and where applicable, the realizable value of the collateral. Collateral is reviewed at least annually and when conditions arise indicating an earlier review is necessary. An allowance, if applica- ble, is measured as the difference between the carrying amount of the loan and the estimated recoverable amount. The estimated recoverable amount is the present value of the estimated future cash flows, discounted using the loan’s original EIR. Collectively Assessed Allowance for Individually Insignificant Impaired Loans Individually insignificant impaired loans, such as the Bank’s personal and small business loans and credit cards, are collectively assessed for impairment. Allowances are calculated using a formula that incorporates recent loss experience, historical default rates which are delinquency levels in interest or principal payments that indicate impairment, other applicable currently observable data, and the type of collateral pledged. Collectively Assessed Allowance for Incurred but Not Identified Credit Losses If there is no objective evidence of impairment for an individual loan, whether significant or not, the loan is included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identified. This allowance is referred to as the allowance for incurred but not identified credit losses. The level of the allowance for each group depends upon an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators. Historical loss experience is adjusted based on current observable data to reflect the effects of current conditions. The allowance for incurred but not identified credit losses is calculated using credit risk models that consider probability of default (loss frequency), loss given credit default (loss severity), and exposure at default. For purposes of measuring the collectively assessed allowance for incurred but not identified credit losses, default is defined as delinquency levels in interest or principal payments that would indicate impairment. Acquired Loans Acquired loans are initially measured at fair value which considers incurred and expected future credit losses estimated at the acquisition date and also reflects adjustments based on the acquired loan’s interest rate in comparison to the current market rates. As a result, no allowance for credit losses is recorded on the date of acquisition. When loans are acquired with evidence of incurred credit loss where it is probable at the purchase date that the Bank will be unable to collect all contractually required principal and interest payments, they are generally considered to be acquired credit-impaired (ACI) loans. Acquired performing loans are subsequently accounted for at amor- tized cost based on their contractual cash flows and any acquisition related discount or premium is considered to be an adjustment to the loan yield and is recognized in interest income using the EIRM over the term of the loan, or the expected life of the loan for acquired loans with revolving terms. Credit related discounts relating to incurred losses for acquired loans are not accreted. Acquired loans are subject to impairment assessments under the Bank’s credit loss framework similar to the Bank’s originated loan portfolio. Acquired Credit-Impaired Loans ACI loans are identified as impaired at acquisition based on specific risk characteristics of the loans, including past due status, performance history and recent borrower credit scores. ACI loans are accounted for based on the present value of expected cash flows as opposed to their contractual cash flows. The Bank determines the fair value of these loans at the acquisition date by discounting expected cash flows at a discount rate that reflects factors a market participant would use when determining fair value including management assumptions relating to default rates, loss severities, the amount and timing of prepayments, and other factors that are reflec- tive of current market conditions. With respect to certain individually significant ACI loans, accounting is applied individually at the loan level. The remaining ACI loans are aggregated provided that they are acquired in the same fiscal quarter and have common risk characteristics. Aggregated loans are accounted for as a single asset with aggregated cash flows and a single composite interest rate. Subsequent to acquisition, the Bank regularly reassesses and updates its cash flow estimates for changes to assumptions relating to default rates, loss severities, the amount and timing of prepayments, and other factors that are reflective of current market conditions. Probable decreases in expected cash flows trigger the recognition of additional impairment, which is measured based on the present value of the revised expected cash flows discounted at the loan’s EIR as compared to the carrying value of the loan. Impairment is recorded through the provision for credit losses. Probable and significant increases in expected cash flows would first reverse any previously taken impairment with any remaining increase recognized in income immediately as interest income. In addition, for fixed-rate ACI loans the timing of expected cash flows may increase or decrease which may result in adjustments through interest income to the carrying value in order to maintain the inception yield of the ACI loan. If the timing and/or amounts of expected cash flows on ACI loans were determined not to be reasonably estimable, no interest is recognized. Federal Deposit Insurance Corporation Covered Loans Loans subject to loss share agreements with the Federal Deposit Insurance Corporation (FDIC) are considered FDIC covered loans. The amounts expected to be reimbursed by the FDIC are considered separately as indemnification assets and are initially measured at fair value. If losses on the portfolio are greater than amounts expected at the acquisition date, an impairment loss is taken by establishing an allowance for credit losses, which is determined on a gross basis, exclusive of any adjustments to the indemnification assets. Indemnification assets are subsequently adjusted for any changes in estimates related to the overall collectability of the underlying loan portfolio. Any additional impairment of the underlying loan portfolio generally results in an increase of the indemnification asset through the provision for credit losses. Alternatively, decreases in the expecta- tion of losses of the underlying loan portfolio generally results in a decrease of the indemnification asset through net interest income (or through the provision for credit losses if impairment was previously taken). The indemnification asset is drawn down as payments are received from the FDIC pertaining to the loss share agreements. FDIC covered loans are recorded in Loans on the Consolidated Balance Sheet. The indemnification assets are recorded in Other assets on the Consolidated Balance Sheet. At the end of each loss share period, the Bank may be required to make a payment to the FDIC if actual losses incurred are less than the intrinsic loss estimate as defined in the loss share agreements. The payment is determined as 20% of the excess between the intrinsic loss estimate and actual covered losses determined in accordance with the loss sharing agreement, net of specified servicing costs. The fair value of the estimated payment is included in part of the indemnification asset at the date of acquisition. Subsequent changes to the estimated payment are considered in determining the adjustment to the indemni- fication asset as described above. 131 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSCustomers’ Liability under Acceptances Acceptances represent a form of negotiable short-term debt issued by customers, which the Bank guarantees for a fee. Revenue is recognized on an accrual basis. The potential obligation of the Bank is reported as a liability under Acceptances on the Consolidated Balance Sheet. The Bank’s recourse against the customer in the event of a call on any of these commitments is reported as an asset of the same amount. Financial Liabilities Carried at Amortized Cost Deposits Deposits, other than deposits included in a trading portfolio, are accounted for at amortized cost. Accrued interest on deposits, calculated using the EIRM, is included in Other liabilities on the Consolidated Balance Sheet. Subordinated Notes and Debentures Subordinated notes and debentures are initially recognized at fair value and subsequently accounted for at amortized cost. Interest expense, including capitalized transaction costs, is recognized on an accrual basis using the EIRM. Guarantees The Bank issues guarantee contracts that require payments to be made to guaranteed parties based on: (1) changes in the underlying economic characteristics relating to an asset or liability of the guaranteed party; (2) failure of another party to perform under an obligating agreement; or (3) failure of another third party to pay its indebtedness when due. Financial standby letters of credit are financial guarantees that repre- sent irrevocable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties and they carry the same credit risk, recourse, and collateral security require- ments as loans extended to customers. Performance standby letters of credit are considered non-financial guarantees as payment does not depend on the occurrence of a credit event and is generally related to a non-financial trigger event. Guarantees, including financial and performance standby letters of credit, are initially measured and recorded at their fair value. The fair value of a guarantee liability at initial recognition is normally equal to the present value of the guaran- tee fees received over the life of contract. The Bank’s release from risk is recognized over the term of the guarantee using a systematic and rational amortization method. If a guarantee meets the definition of a derivative, it is carried at fair value on the Consolidated Balance Sheet and reported as a derivative asset or derivative liability at fair value. Guarantees that are considered derivatives are a type of credit derivative which are over-the-counter (OTC) contracts designed to transfer the credit risk in an underlying financial instrument from one counterparty to another. SHARE CAPITAL The Bank classifies financial instruments that it issues as either financial liabilities, equity instruments, or compound instruments. Issued instruments that are mandatorily redeemable or convertible into a variable number of the Bank’s common shares at the holder’s option are classified as liabilities on the Consolidated Balance Sheet. Dividend or interest payments on these instruments are recognized in interest expense in the Consolidated Statement of Income. Issued instruments are classified as equity when there is no contrac- tual obligation to transfer cash or other financial assets. Further, issued instruments that are not mandatorily redeemable or that are not convertible into a variable number of the Bank’s common shares at the holder’s option, are classified as equity and presented in share capital. Incremental costs directly attributable to the issue of equity instruments are included in equity as a deduction from the proceeds, net of tax. Dividend payments on these instruments are recognized as a reduction in equity. Compound instruments are comprised of both liability and equity components in accordance with the substance of the contractual arrangement. At inception, the fair value of the liability component is initially measured with any residual amount assigned to the equity component. Transaction costs are allocated proportionately to the liability and equity components. Common or preferred shares held by the Bank are classified as treasury shares in equity, and the cost of these shares is recorded as a reduction in equity. Upon the sale of treasury shares, the difference between the sale proceeds and the cost of the shares is recorded in or against contributed surplus. DERIVATIVES Derivatives are instruments that derive their value from changes in underlying interest rates, foreign exchange rates, credit spreads, commodity prices, equities, or other financial or non-financial measures. Such instruments include interest rate, foreign exchange, equity, commodity, and credit derivative contracts. The Bank uses these instruments for trading and non-trading purposes to manage the risks associated with its funding and investment strategies. Derivatives are carried at their fair value on the Consolidated Balance Sheet. The notional amounts of derivatives are not recorded as assets or liabilities as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged in accordance with the contract. Notional amounts do not represent the potential gain or loss associated with the market risk nor indicative of the credit risk associated with derivatives. Derivatives Held for Trading Purposes The Bank enters into trading derivative contracts to meet the needs of its customers, to enter into trading positions primarily to provide liquidity and market-making related activities, and in certain cases, to manage risks related to its trading portfolio. The realized and unrealized gains or losses on trading derivatives are recognized immediately in trading income (losses). Derivatives Held for Non-trading Purposes Non-trading derivatives are primarily used to manage the market, interest rate, and foreign exchange risks of the Bank’s traditional banking activities. When derivatives are held for non-trading purposes and when the transactions meet the hedge accounting requirements of IAS 39, Financial Instruments: Recognition and Measurement (IAS 39), they are classified by the Bank as non-trading derivatives and receive hedge accounting treatment, as appropriate. Certain derivative instruments that are held for economic hedging purposes, and do not meet the hedge accounting requirements of IAS 39, are also classified as non-trading derivatives with the change in fair value of these derivatives recognized in non-interest income. Hedging Relationships Hedge Accounting At the inception of a hedging relationship, the Bank documents the relationship between the hedging instrument and the hedged item, its risk management objective, and its strategy for undertaking the hedge. The Bank also requires a documented assessment, both at hedge inception and on an ongoing basis, of whether or not the derivatives that are used in hedging relationships are highly effective in offsetting the changes attributable to the hedged risks in the fair values or cash flows of the hedged items. In order to be considered effective, the hedging instrument and the hedged item must be highly and inversely correlated such that the changes in the fair value of the hedging instrument will substantially offset the effects of the hedged exposure to the Bank throughout the term of the hedging relationship. If a hedging relationship becomes ineffective, it no longer qualifies for hedge accounting and any subsequent change in the fair value of the hedging instrument is recognized in Non-interest income on the Consolidated Statement of Income. 132 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSChanges in fair value relating to the derivative component excluded from the assessment of hedge effectiveness, is recognized immediately in Non-interest income on the Consolidated Statement of Income. When derivatives are designated as hedges, the Bank classifies them either as: (1) hedges of the changes in fair value of recognized assets or liabilities or firm commitments (fair value hedges); (2) hedges of the variability in highly probable future cash flows attributable to a recognized asset or liability, or a forecasted transaction (cash flow hedges); or (3) hedges of net investments in a foreign operation (net investment hedges). Net Investment Hedges Hedges of net investments in foreign operations are accounted for similar to cash flow hedges. The change in fair value on the hedging instrument relating to the effective portion is recognized in other comprehensive income. The change in fair value of the hedging instru- ment relating to the ineffective portion is recognized immediately on the Consolidated Statement of Income. Gains and losses accumulated in other comprehensive income are reclassified to the Consolidated Statement of Income upon the disposal or partial disposal of the investment in the foreign operation. Fair Value Hedges The Bank’s fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of fixed- rate long-term financial instruments due to movements in market interest rates. Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recognized in Non-interest income on the Consolidated Statement of Income, along with changes in the fair value of the assets, liabilities, or group thereof that are attributable to the hedged risk. Any change in fair value relating to the ineffective portion of the hedging relationship is recognized immediately in non-interest income. The cumulative adjustment to the carrying amount of the hedged item (the basis adjustment) is amortized to the Consolidated Statement of Income in net interest income based on a recalculated EIR over the remaining expected life of the hedged item, with amortization beginning no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the hedged risk. Where the hedged item has been derecognized, the basis adjustment is immediately released to Net interest income on the Consolidated Statement of Income. Cash Flow Hedges The Bank is exposed to variability in future cash flows that are denominated in foreign currencies, as well as the variability in future cash flows on non-trading assets and liabilities that bear interest at variable rates, or are expected to be reinvested in the future. The amounts and timing of future cash flows are projected for each hedged exposure on the basis of their contractual terms and other relevant factors, including estimates of prepayments and defaults. The effective portion of the change in the fair value of the derivative that is designated and qualifies as a cash flow hedge is recognized in other comprehensive income. The change in fair value of the derivative relating to the ineffective portion is recognized immediately in non- interest income. Amounts accumulated in other comprehensive income are reclassi- fied to Net interest income or Non-interest income, as applicable, on the Consolidated Statement of Income in the period in which the hedged item affects income, and are reported in the same income statement line as the hedged item. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income until the forecasted transaction impacts the Consolidated Statement of Income. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately reclassified to Net interest income or Non-interest income, as applicable, on the Consolidated Statement of Income. Embedded Derivatives Derivatives may be embedded in other financial instruments (the host instrument). Embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host instrument, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined contract is not held for trading or desig- nated at fair value through profit or loss. These embedded derivatives, which are bifurcated from the host contract, are recognized on the Consolidated Balance Sheet as Derivatives and measured at fair value with subsequent changes recognized in Non-interest income on the Consolidated Statement of Income. TRANSLATION OF FOREIGN CURRENCIES The Bank’s Consolidated Financial Statements are presented in Canadian dollars, which is the presentation currency of the Bank. Items included in the financial statements of each of the Bank’s entities are measured using their functional currency, which is the currency of the primary economic environment in which they operate. Monetary assets and liabilities denominated in a currency that differs from an entity’s functional currency are translated into the functional currency of the entity at exchange rates prevailing at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates. Income and expenses are translated into an entity’s functional currency at average exchange rates prevailing throughout the year. Translation gains and losses are included in non-interest income except for available-for-sale equity securities where unrealized translation gains and losses are recorded in other comprehensive income until the asset is sold or becomes impaired. Foreign-currency denominated subsidiaries are those with a functional currency other than Canadian dollars. For the purpose of translation into the Bank’s functional currency, all assets and liabilities are translated at exchange rates in effect at the balance sheet date and all income and expenses are translated at average exchange rates for the period. Unrealized translation gains and losses relating to these operations, net of gains or losses arising from net investment hedges of these positions and applicable income taxes, are included in other comprehensive income. Translation gains and losses accumulated in other comprehensive income are recognized on the Consolidated Statement of Income upon the disposal or partial disposal of the investment in the foreign operation. The investment balance of foreign entities accounted for by the equity method, including TD Ameritrade, is translated into Canadian dollars using the closing rate at the end of the period with exchange gains or losses recognized in other comprehensive income. OFFSETTING OF FINANCIAL INSTRUMENTS Financial assets and liabilities are offset, with the net amount presented on the Consolidated Balance Sheet, only if the Bank currently has a legally enforceable right to set off the recognized amounts, and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. In all other situations, assets and liabilities are presented on a gross basis. 133 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSDETERMINATION OF FAIR VALUE The fair value of a financial instrument on initial recognition is normally the transaction price, such as the fair value of the consideration given or received. The best evidence of fair value is quoted prices in active markets. When financial assets and liabilities have offsetting market risks or credit risks, the Bank applies the portfolio exception, as described in Note 5, and uses mid-market prices as a basis for estab- lishing fair values for the offsetting risk positions and applies the most representative price within the bid-ask spread to the net open position, as appropriate. When there is no active market for the instrument, the fair value may be based on other observable current market transac- tions involving the same or similar instrument, without modification or repackaging, or is based on a valuation technique which maximizes the use of observable market inputs. The Bank recognizes various types of valuation adjustments to account for factors that market participants would use in determining fair value which are not included in valuation techniques due to system limitations or measurement uncertainty. Valuation adjustments reflect the Bank’s assessment of factors that market participants would use in pricing the asset or liability. These include, but are not limited to, the unobservability of inputs used in the pricing model, or assumptions about risk, such as creditworthiness of each counterparty and risk premiums that market participants would require given the inherent risk in the pricing model. If there is a difference between the initial transaction price and the value based on a valuation technique which includes observable market inputs, the difference is referred to as inception profit or loss. Inception profit or loss is recognized in income upon initial recognition of the instrument. When an instrument is measured using a valuation technique that utilizes non-observable inputs, it is initially valued at the transaction price, which is considered the best estimate of fair value. Subsequent to initial recognition, any difference between the transac- tion price and the value determined by the valuation technique at initial recognition is recognized in income as non-observable inputs become observable. If the fair value of a financial asset measured at fair value becomes negative, it is recognized as a financial liability until either its fair value becomes positive, at which time it is recognized as a financial asset, or until it is extinguished. DERECOGNITION OF FINANCIAL INSTRUMENTS Financial Assets The Bank derecognizes a financial asset when the contractual rights to that asset have expired. Derecognition may also be appropriate where the contractual right to receive future cash flows from the asset have been transferred, or where the Bank retains the rights to future cash flows from the asset, but assumes an obligation to pay those cash flows to a third party subject to certain criteria. When the Bank transfers a financial asset, it is necessary to assess the extent to which the Bank has retained the risks and rewards of ownership of the transferred asset. If substantially all the risks and rewards of ownership of the financial asset have been retained, the Bank continues to recognize the financial asset and also recognizes a financial liability for the consideration received. Certain transaction costs incurred are also capitalized and amortized using EIRM. If substantially all the risks and rewards of ownership of the financial asset have been transferred, the Bank will derecognize the financial asset and recognize separately as assets or liabilities any rights and obligations created or retained in the transfer. The Bank determines whether substantially all the risk and rewards have been transferred by quantitatively comparing the variability in cash flows before and after the transfer. If the variability in cash flows does not change significantly as a result of the transfer, the Bank has retained substan- tially all of the risks and rewards of ownership. If the Bank neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, the Bank derecognizes the financial asset where it has relinquished control of the financial asset. The Bank is considered to have relinquished control of the financial asset where the transferee has the practical ability to sell the transferred financial asset. Where the Bank has retained control of the financial asset, it continues to recognize the financial asset to the extent of its continuing involvement in the financial asset. Under these circumstances, the Bank usually retains the rights to future cash flows relating to the asset through a residual interest and is exposed to some degree of risk associated with the financial asset. The derecognition criteria are also applied to the transfer of part of an asset, rather than the asset as a whole, or to a group of similar financial assets in their entirety, when applicable. If transferring a part of an asset, it must be a specifically identified cash flow, a fully proportionate share of the asset, or a fully proportionate share of a specifically identified cash flow. Securitization Securitization is the process by which financial assets are transformed into securities. The Bank securitizes financial assets by transferring those financial assets to a third party and as part of the securitization, certain financial assets may be retained and may consist of an interest- only strip and, in some cases, a cash reserve account (collectively referred to as “retained interests”). If the transfer qualifies for derecog- nition, a gain or loss is recognized immediately in other income after the effects of hedges on the assets sold, if applicable. The amount of the gain or loss is calculated as the difference between the carrying amount of the asset transferred and the sum of any cash proceeds received, including any financial asset received or financial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized in other comprehensive income. To determine the value of the retained interest initially recorded, the previous carrying value of the transferred asset is allocated between the amount derecognized from the balance sheet and the retained interest recorded, in proportion to their relative fair values on the date of transfer. Subsequent to initial recognition, as market prices are generally not available for retained interests, fair value is deter- mined by estimating the present value of future expected cash flows using management’s best estimates of key assumptions that market participants would use in determining fair value. Refer to Note 3 for assumptions used by management in determining the fair value of retained interests. Retained interest is classified as trading securities with subsequent changes in fair value recorded in trading income. Where the Bank retains the servicing rights, the benefits of servicing are assessed against market expectations. When the benefits of servicing are more than adequate, a servicing asset is recognized. Similarly, when the benefits of servicing are less than adequate, a servicing liability is recognized. Servicing assets and servicing liabilities are initially recognized at fair value and subsequently carried at amortized cost. Financial Liabilities The Bank derecognizes a financial liability when the obligation under the liability is discharged, cancelled, or expires. If an existing financial liability is replaced by another financial liability from the same lender on substantially different terms or where the terms of the existing liability are substantially modified, the original liability is derecognized and a new liability is recognized with the difference in the respective carrying amounts recognized on the Consolidated Statement of Income. 134 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSSecurities Purchased Under Reverse Repurchase Agreements, Securities Sold Under Repurchase Agreements, and Securities Borrowing and Lending Securities purchased under reverse repurchase agreements involve the purchase of securities by the Bank under agreements to resell the securities at a future date. These agreements are treated as collateral- ized lending transactions whereby the Bank takes possession of the purchased securities, but does not acquire the risks and rewards of ownership. The Bank monitors the market value of the purchased securities relative to the amounts due under the reverse repurchase agreements, and when necessary, requires transfer of additional collateral. In the event of counterparty default, the agreements provide the Bank with the right to liquidate the collateral held and offset the proceeds against the amount owing from the counterparty. Obligations related to securities sold under repurchase agreements involve the sale of securities by the Bank to counterparties under agreements to repurchase the securities at a future date. These agree- ments do not result in the risks and rewards of ownership being relinquished and are treated as collateralized borrowing transactions. The Bank monitors the market value of the securities sold relative to the amounts due under the repurchase agreements, and when neces- sary, transfers additional collateral and may require counterparties to return collateral pledged. Certain transactions that do not meet derecognition criteria under IFRS are also included in obligations related to securities sold under repurchase agreements. Refer to Note 9 for further details. Securities purchased under reverse repurchase agreements and obligations related to securities sold under repurchase agreements are initially recorded on the Consolidated Balance Sheet at the respec- tive prices at which the securities were originally acquired or sold, plus accrued interest. Subsequently, the agreements are measured at amortized cost on the Consolidated Balance Sheet, plus accrued interest. Interest earned on reverse repurchase agreements and interest incurred on repurchase agreements is determined using the EIRM and is included in Interest income and Interest expense, respectively, on the Consolidated Statement of Income. In security lending transactions, the Bank lends securities to a counter party and receives collateral in the form of cash or securities. If cash collateral is received, the Bank records the cash along with an obligation to return the cash as an obligation related to Securities sold under repurchase agreements on the Consolidated Balance Sheet. Where securities are received as collateral, the Bank does not record the collateral on the Consolidated Balance Sheet. In securities borrowing transactions, the Bank borrows securities from a counterparty and pledges either cash or securities as collateral. If cash is pledged as collateral, the Bank records the transaction as securities purchased under reverse repurchase agreements on the Consolidated Balance Sheet. Securities pledged as collateral remain on the Bank’s Consolidated Balance Sheet. Where securities are pledged or received as collateral, security borrowing fees and security lending income are recorded in Non-interest expenses and Non-interest income, respectively, on the Consolidated Statement of Income over the term of the transaction. Where cash is pledged or received as collateral, interest received or incurred is deter- mined using the EIRM and is included in Interest income and Interest expense, respectively, on the Consolidated Statement of Income. Commodities purchased or sold with an agreement to sell or repurchase the commodities at a later date at a fixed price, are also included in securities purchased under reverse repurchase agreements and obligations related to securities sold under repurchase agreements, respectively, if the derecognition criteria under IFRS are not met. These instruments are measured at fair value. GOODWILL Goodwill represents the excess purchase price paid over the net fair value of identifiable assets and liabilities acquired in a business combination. Goodwill is carried at its initial cost less accumulated impairment losses. Goodwill is allocated to a cash generating unit (CGU) or a group of CGUs that is expected to benefit from the synergies of the business combination, regardless of whether any assets acquired and liabilities assumed are assigned to the CGU or group of CGUs. A CGU is the smallest identifiable group of assets that generate cash flows largely independent of the cash inflows from other assets or groups of assets. Each CGU or group of CGUs, to which the goodwill is allocated, represents the lowest level within the Bank at which the goodwill is monitored for internal management purposes and is not larger than an operating segment. Goodwill is assessed for impairment at least annually and when an event or change in circumstances indicates that the carrying amount may be impaired. When impairment indicators are present, the recoverable amount of the CGU or group of CGUs, which is the higher of its estimated fair value less costs to sell and its value-in-use, is determined. If the carrying amount of the CGU or group of CGUs is higher than its recoverable amount, an impairment loss exists. The impairment loss is recognized on the Consolidated Statement of Income and is applied to the goodwill balance. An impairment loss cannot be reversed in future periods. INTANGIBLE ASSETS The Bank’s intangible assets consist primarily of core deposit intangi- bles, credit card related intangibles and software intangibles. Intangi- ble assets are initially recognized at fair value and are amortized over their estimated useful lives (3 to 20 years) proportionate to their expected economic benefits, except for software which is amortized over its estimated useful life (3 to 7 years) on a straight-line basis. The Bank assesses its intangible assets for impairment on a quarterly basis. When impairment indicators are present, the recoverable amount of the asset, which is the higher of its estimated fair value less costs to sell and its value-in-use, is determined. If the carrying amount of the asset is higher than its recoverable amount, the asset is written down to its recoverable amount. An impairment loss is recognized on the Consolidated Statement of Income in the period in which the impairment is identified. Impairment losses recognized previously are assessed and reversed if the circumstances leading to the impairment are no longer present. Reversal of any impairment loss will not exceed the carrying amount of the intangible asset that would have been determined had no impairment loss been recognized for the asset in prior periods. LAND, BUILDINGS, EQUIPMENT, AND OTHER DEPRECIABLE ASSETS Land is recognized at cost. Buildings, computer equipment, furniture and fixtures, other equipment and leasehold improvements are recognized at cost less accumulated depreciation and provisions for impairment, if any. Gains and losses on disposal are included in Non-interest income on the Consolidated Statement of Income. Assets leased under a finance lease are capitalized as assets and depreciated on a straight-line basis over the lesser of the lease term and the estimated useful life of the asset. The Bank records the obligation associated with the retirement of a long-lived asset at fair value in the period in which it is incurred and can be reasonably estimated, and records a corresponding increase to the carrying amount of the asset. The asset is depreciated on a straight-line basis over its remaining useful life while the liability is accreted to reflect the passage of time until the eventual settlement of the obligation. 135 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSDepreciation is recognized on a straight-line basis over the useful lives of the assets estimated by asset category, as follows: Asset Buildings Computer equipment Furniture and fixtures Other equipment Leasehold improvements Useful Life 15 to 40 years 3 to 8 years 3 to 15 years 5 to 15 years Lesser of the remaining lease term and the remaining useful life of the asset The Bank assesses its depreciable assets for impairment on a quarterly basis. When impairment indicators are present, the recoverable amount of the asset, which is the higher of its estimated fair value less costs to sell and its value-in-use, is determined. If the carrying value of the asset is higher than its recoverable amount, the asset is written down to its recoverable amount. An impairment loss is recognized on the Consolidated Statement of Income in the period in which the impairment is identified. Impairment losses recognized previously are assessed and reversed if the circumstances leading to their impairment are no longer present. Reversal of any impairment loss will not exceed the carrying amount of the depreciable asset that would have been determined had no impairment loss been recognized for the asset in prior periods. NON-CURRENT ASSETS HELD FOR SALE Individual non-current assets (and disposal groups) are classified as held for sale if they are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups), and their sale must be highly probable to occur within one year. For a sale to be highly probable, management must be committed to a sales plan and initiate an active program to market for the sale of the non-current assets (and disposal groups). Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell on the Consolidated Balance Sheet. Subsequent to its initial classification as held for sale, a non-current asset (and disposal group) is no longer depreciated or amortized, and any subsequent write-downs in fair value less costs to sell or such increases not in excess of cumulative write-downs, are recognized on the Consolidated Statement of Income. SHARE-BASED COMPENSATION The Bank grants share options to certain employees as compensation for services provided to the Bank. The Bank uses a binomial tree-based valuation option pricing model to estimate fair value for all share option compensation awards. The cost of the share options is based on the fair value estimated at the grant date and is recognized as compensation expense and contributed surplus over the service period required for employees to become fully entitled to the awards. This period is generally equal to the vesting period in addition to a period prior to the grant date. For the Bank’s share options, this period is generally equal to five years. When options are exercised, the amount initially recognized in the contributed surplus balance is reduced, with a corresponding increase in common shares. The Bank has various other share-based compensation plans where certain employees are awarded share units equivalent to the Bank’s common shares as compensation for services provided to the Bank. The obligation related to share units is included in other liabilities. Compensation expense is recognized based on the fair value of the share units at the grant date adjusted for changes in fair value between the grant date and the vesting date, net of the effects of hedges, over the service period required for employees to become fully entitled to the awards. This period is generally equal to the vesting period, in addition to a period prior to the grant date. For the Bank’s share units, this period is generally equal to four years. EMPLOYEE BENEFITS Defined Benefit Plans Actuarial valuations are prepared at least every three years to deter- mine the present value of the projected benefit obligation related to the Bank’s principal pension and non-pension post-retirement benefit plans. In periods between actuarial valuations, an extrapolation is performed based on the most recent valuation completed. All actuarial gains and losses are recognized immediately in other comprehensive income, with cumulative gains and losses reclassified to retained earnings. Pension and non-pension post-retirement benefit expenses are determined based upon separate actuarial valuations using the projected benefit method pro-rated on service and management’s best estimates of discount rate, compensation increases, health care cost trend rate, and mortality rates, which are reviewed annually with the Bank’s actuaries. The discount rate used to value liabilities is based on long-term corporate AA bond yields as of the measurement date. The expense recognized includes the cost of benefits for employee service provided in the current year, net interest expense or income on the net defined benefit liability or asset, past service costs related to plan amendments, curtailments or settlements, and administrative costs. Plan amendment costs are recognized in the period of a plan amend- ment, irrespective of its vested status. Curtailments and settlements are recognized by the Bank when the curtailment or settlement occurs. A curtailment occurs when there is a significant reduction in the number of employees covered by the plan. A settlement occurs when the Bank enters into a transaction that eliminates all further legal or constructive obligation for part or all of the benefits provided under a defined benefit plan. The fair value of plan assets and the present value of the projected benefit obligation are measured as at October 31. The net defined benefit asset or liability represents the difference between the cumula- tive actuarial gains and losses, expenses, and recognized contributions and is reported in other assets or other liabilities. Net defined benefit assets recognized by the Bank are subject to a ceiling which limits the asset recognized on the Consolidated Balance Sheet to the amount that is recoverable through refunds of contribu- tions or future contribution holidays. In addition, where a regulatory funding deficit exists related to a defined benefit plan, the Bank is required to record a liability equal to the present value of all future cash payments required to eliminate that deficit. Defined Contribution Plans For defined contribution plans, annual pension expense is equal to the Bank’s contributions to those plans. INSURANCE Premiums for short-duration insurance contracts, net of reinsurance, primarily property and casualty, are deferred as unearned premiums and reported in non-interest income on a pro rata basis over the terms of the policies, except for contracts where the period of risk differs significantly from the contract period. Unearned premiums are reported in other liabilities, gross of premiums attributable to reinsurers. The reinsurers’ share is recognized as an asset in other assets. Premiums from life and health insurance policies are recognized as income when earned. For property and casualty insurance, insurance claims and policy benefit liabilities represent current claims and estimates for future insurance policy claims related to insurable events occurring at or before the balance sheet date. These are determined by the appointed actuary in accordance with accepted actuarial practices and are reported as other liabilities. Expected claims and policy benefit liabili- ties are determined on a case-by-case basis and consider such variables as past loss experience, current claims trends and changes in the prevailing social, economic and legal environment. These liabilities are continually reviewed and, as experience develops and new information 136 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS becomes known, the liabilities are adjusted as necessary. In addition to reported claims information, the liabilities recognized by the Bank include a provision to account for the future development of insurance claims, including insurance claims incurred but not reported by policyholders (IBNR). IBNR liabilities are evaluated based on historical development trends and actuarial methodologies for groups of claims with similar attributes. To recognize the uncertainty in establishing these best estimates, to allow for possible deterioration in experience and to provide greater comfort that the actuarial liabilities are sufficient to pay future benefits, actuaries are required to include margins in some assumptions. A range of allowable margins is prescribed by the Canadian Institute of Actuaries relating to claims development, reinsurance recoveries and investment income variables. The impact of the margins is referred to as the provision for adverse deviation. Expected claims and policy benefit liabilities are discounted using a discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation, as required by Canadian accepted actuarial practices, and makes explicit provision for adverse deviation. For life and health insurance, actuarial liabilities represent the present values of future policy cash flows as determined using standard actuarial valuation practices. Changes in actuarial liabilities are reported in insurance claims and related expenses. PROVISIONS Provisions are recognized when the Bank has a present obligation (legal or constructive) as a result of a past event, the amount of which can be reliably estimated, and it is probable that an outflow of resources will be required to settle the obligation. Provisions are measured based on management’s best estimate of the consideration required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time value of money is material, provisions are measured at the present value of the expendi- ture expected to be required to settle the obligation, using a discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. The increase in provisions due to the passage of time is recognized as interest expense. INCOME TAXES Income tax is comprised of current and deferred tax. Income tax is recognized on the Consolidated Statement of Income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the related taxes are also recognized in other comprehensive income or directly in equity, respectively. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities on the Consolidated Balance Sheet and the amounts attributed to such assets and liabilities for tax purposes. Deferred tax assets and liabilities are determined based on the tax rates that are expected to apply when the assets or liabilities are reported for tax purposes. Deferred tax assets are recognized only when it is probable that sufficient taxable profit will be available in future periods against which deductible temporary differences may be utilized. Deferred tax liabilities are not recognized on temporary differences arising on investments in subsidiaries, branches and associ- ates, and interests in joint ventures if the Bank controls the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Bank records a provision for uncertain tax positions if it is probable that the Bank will have to make a payment to tax authorities upon their examination of a tax position. This provision is measured at the Bank’s best estimate of the amount expected to be paid. Provisions are reversed to income in the period in which management determines they are no longer required or as determined by statute. N O T E 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 esti- mates as they relate to matters that are inherently uncertain. Changes in these judgments or estimates could have a significant impact on the Bank’s Consolidated Financial Statements. The Bank has established procedures to ensure that accounting policies are applied consistently and that the processes for changing methodologies for determining estimates are well controlled and occur in an appropriate and system- atic manner. IMPAIRMENT OF FINANCIAL ASSETS Available-for-Sale Securities Impairment losses are recognized on available-for-sale securities if there is objective evidence of impairment as a result of one or more events that have occurred after initial recognition and the loss event(s) results in a decrease in the estimated cash flows of the instrument. The Bank individually reviews these securities at least quarterly for the pres- ence of these conditions. For available-for-sale equity securities, a significant or prolonged decline in fair value below cost is considered objective evidence of impairment. For available-for-sale debt securities, a deterioration of credit quality is considered objective evidence of impairment. Other factors considered in the impairment assessment include financial position and key financial indicators of the issuer of the instrument, significant past and continued losses of the issuer, as well as breaches of contract, including default or delinquency in interest payments and loan covenant violations. Held-to-Maturity Securities Impairment losses are recognized on held-to-maturity securities if there is objective evidence of impairment as a result of one or more events that have occurred after initial recognition and the loss event(s) results in a decrease in the estimated cash flows of the instrument. The Bank reviews these securities at least quarterly for impairment at the coun- terparty-specific level. If there is no objective evidence of impairment at the counterparty-specific level then the security is grouped with other held-to-maturity securities with similar credit risk characteristics and collectively assessed for impairment, which considers losses incurred but not identified. A deterioration of credit quality is consid- ered objective evidence of impairment. Other factors considered in the impairment assessment include the financial position and key financial indicators of the issuer, significant past and continued losses of the issuer, as well as breaches of contract, including default or delinquency in interest payments and loan covenant violations. Loans A loan (including a debt security classified as a loan) is considered impaired when there is objective evidence that there has been a dete rioration of credit quality subsequent to the initial recognition of the loan to the extent the Bank no longer has reasonable assurance as to the timely collection of the full amount of principal and interest. The Bank assesses loans for objective evidence of impairment individu- ally for loans that are individually significant, and collectively for loans that are not individually significant. The allowance for credit losses represents management’s best estimate of impairment incurred in the 137 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSlending portfolios, including any off-balance sheet exposures, at the balance sheet date. Management exercises judgment as to the timing of designating a loan as impaired, the amount of the allowance required, and the amount that will be recovered once the borrower defaults. Changes in the amount that management expects to recover would have a direct impact on the provision for credit losses and may result in a change in the allowance for credit losses. If there is no objective evidence of impairment for an individual loan, whether significant or not, the loan is included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identified. In calculating the probable range of allowance for incurred but not identified credit losses, the Bank employs internally developed models that utilize parameters for probability of default, loss given default and exposure at default. Management’s judgment is used to determine the point within the range that is the best estimate of losses, based on an assessment of business and economic conditions, historical loss experi- ence, loan portfolio composition, and other relevant indicators that are not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for incurred but not identified credit losses and may result in a change in the related allowance for credit losses. FAIR VALUE MEASUREMENT The fair value of financial instruments traded in active markets at the balance sheet date is based on their quoted market prices. For all other financial instruments not traded in an active market, fair value may be based on other observable current market transactions involving the same or similar instrument, without modification or repackaging, or is based on a valuation technique which maximizes the use of observable market inputs. Observable market inputs may include interest rate yield curves, foreign exchange rates, and option volatilities. Valuation techniques include comparisons with similar instruments where observable market prices exist, discounted cash flow analysis, option pricing models, and other valuation techniques commonly used by market participants. For certain complex or illiquid financial instruments, fair value is determined using valuation techniques in which current market trans- actions or observable market inputs are not available. Determining which valuation technique to apply requires judgment. The valuation techniques themselves also involve some level of estimation and judg- ment. The judgments include liquidity considerations and model inputs such as volatilities, correlations, spreads, discount rates, pre-payment rates, and prices of underlying instruments. Any imprecision in these estimates can affect the resulting fair value. The inherent nature of private equity investing is that the Bank’s valuation may change over time due to developments in the business underlying the investment. Such fluctuations may be significant depending on the nature of the factors going into the valuation meth- odology and the extent of change in those factors. Judgment is also used in recording fair value adjustments to model valuations to account for measurement uncertainty when valuing complex and less actively traded financial instruments. If the market for a complex financial instrument develops, the pricing for this instrument may become more transparent, resulting in refinement of valuation models. An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 5. DERECOGNITION Certain assets transferred may qualify for derecognition from the Bank’s Consolidated Balance Sheet. To qualify for derecognition certain key determinations must be made. A decision must be made as to whether the rights to receive cash flows from the financial assets has been retained or transferred and the extent to which the risks and rewards of ownership of the financial asset has been retained or trans- ferred. If the Bank neither transfers nor retains substantially all of the risks and rewards of ownership of the financial asset, a decision must be made as to whether the Bank has retained control of the financial asset. Upon derecognition, the Bank will record a gain or loss on sale of those assets which is calculated as the difference between the carry- ing amount of the asset transferred and the sum of any cash proceeds received, including any financial asset received or financial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized in other comprehensive income. In determining the fair value of any financial asset received, the Bank estimates future cash flows by relying on estimates of the amount of interest that will be collected on the securitized assets, the yield to be paid to investors, the portion of the securitized assets that will be prepaid before their scheduled maturity, expected credit losses, the cost of servicing the assets and the rate at which to discount these expected future cash flows. Actual cash flows may differ significantly from those estimated by the Bank. Retained interests are classified as trading securities and are initially recognized at relative fair value on the Bank’s Consolidated Balance Sheet. Subsequently, the fair value of retained interests recognized by the Bank is determined by estimating the present value of future expected cash flows using management’s best estimates of key assumptions including credit losses, prepayment rates, forward yield curves and discount rates, that are commensurate with the risks involved. Differences between the actual cash flows and the Bank’s estimate of future cash flows are recognized in income. These assumptions are subject to periodic review and may change due to significant changes in the economic environment. GOODWILL AND OTHER INTANGIBLES The fair value of the Bank’s cash generating unit (CGU) is determined from internally developed valuation models that consider various factors and assumptions such as forecasted earnings, growth rates, price-earnings multiples, discount rates, and terminal multiples. Management is required to use judgment in estimating the fair value of CGUs, and the use of different assumptions and estimates in the fair value calculations could influence the determination of the exis- tence of impairment and the valuation of goodwill. Management believes that the assumptions and estimates used are reasonable and supportable. Where possible, fair values generated internally are compared to relevant market information. The carrying amounts of the Bank’s CGUs are determined by management using risk based capital models to adjust net assets and liabilities by CGU. These models consider various factors including market risk, credit risk, and opera- tional risk, including investment capital (comprised of goodwill and other intangibles). Any unallocated capital not directly attributable to the CGUs is held within the Corporate segment. The Bank’s capital oversight committees provide oversight to the Bank’s capital allocation methodologies. EMPLOYEE BENEFITS The projected benefit obligation and expense related to the Bank’s pension and non-pension post-retirement benefit plans are determined using multiple assumptions that may significantly influence the value of these amounts. Actuarial assumptions including discount rates, compensation increases, health care cost trend rates, and mortality rates are management’s best estimates and are reviewed annually with the Bank’s actuaries. The Bank develops each assumption using relevant historical experience of the Bank in conjunction with market-related data and considers if the market-related data indicates there is any prolonged or significant impact on the assumptions. The discount rate used to measure plan obligations is based on long-term high quality corporate bond yields as at October 31. The other assumptions are also long-term estimates. All assumptions are subject to a degree of uncertainty. Differences between actual experiences and the assump- 138 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTStions, as well as changes in the assumptions resulting from changes in future expectations, result in actuarial gains and losses which are recognized in other comprehensive income during the year and also impact expenses in future periods. INCOME TAXES The Bank is subject to taxation in numerous jurisdictions. There are many transactions and calculations in the ordinary course of business for which the ultimate tax determination is uncertain. The Bank main- tains provisions for uncertain tax positions that it believes appropriately reflect the risk of tax positions under discussion, audit, dispute, or appeal with tax authorities, or which are otherwise considered to involve uncertainty. These provisions are made using the Bank’s best estimate of the amount expected to be paid based on an assessment of all relevant factors, which are reviewed at the end of each reporting period. However, it is possible that at some future date, an additional liability could result from audits by the relevant taxing authorities. Deferred tax assets are recognized only when it is probable that sufficient taxable profit will be available in future periods against which deductible temporary differences may be utilized. The amount of the deferred tax asset recognized and considered realizable could, however, be reduced if projected income is not achieved due to vari- ous factors, such as unfavourable business conditions. If projected income is not expected to be achieved, the Bank would decrease its deferred tax assets to the amount that it believes can be realized. The magnitude of the decrease is significantly influenced by the Bank’s forecast of future profit generation, which determines the extent to which it will be able to utilize the deferred tax assets. PROVISIONS Provisions arise when there is some uncertainty in the timing or amount of a loss in the future. Provisions are based on the Bank’s best estimate of all expenditures required to settle its present obligations, consider- ing all relevant risks and uncertainties, as well as, when material, the effect of the time value of money. Many of the Bank’s provisions relate to various legal actions that the Bank is involved in during the ordinary course of business. Legal provi- sions require the involvement of both the Bank’s management and legal counsel when assessing the probability of a loss and estimating any monetary impact. Throughout the life of a provision, the Bank’s management or legal counsel may learn of additional information that may impact its assessments about the probability of loss or about the estimates of amounts involved. Changes in these assessments may lead to changes in the amount recorded for provisions. In addition, the actual costs of resolving these claims may be substantially higher or lower than the amounts recognized. The Bank reviews its legal provi- sions on a case-by-case basis after considering, among other factors, the progress of each case, the Bank’s experience, the experience of others in similar cases, and the opinions and views of legal counsel. Certain of the Bank’s provisions relate to restructuring initiatives initiated by the Bank to reduce costs in a sustainable manner and achieve greater operational efficiencies. Restructuring provisions require management’s best estimate, including forecasts of economic conditions. Throughout the life of a provision, the Bank may become aware of additional information that may impact the assessment of amounts to be incurred. Changes in these assessments may lead to changes in the amount recorded for provisions. INSURANCE The assumptions used in establishing the Bank’s insurance claims and policy benefit liabilities are based on best estimates of possible outcomes. For property and casualty insurance, the ultimate cost of claims liabilities is estimated using a range of standard actuarial claims projection techniques in accordance with Canadian accepted actuarial practices. The main assumption underlying these techniques is that a company’s past claims development experience can be used to project future claims development and hence ultimate claims costs. As such, these methods extrapolate the development of paid and incurred losses, average costs per claim and claim numbers based on the observed development of earlier years and expected loss ratios. Addi- tional qualitative judgment is used to assess the extent to which past trends may or may not apply in the future, in order to arrive at the estimated ultimate claims cost that present the most likely outcome taking account of all the uncertainties involved. For life and health insurance, actuarial liabilities consider all future policy cash flows, including premiums, claims, and expenses required to administer the policies. The Bank’s mortality assumptions have been derived from a combination of its own experience and industry experience. Policy- holders may allow their policies to lapse by choosing not to continue to pay premiums. The Bank bases its estimates of future lapse rates on previous experience when available, or industry experience. Estimates of future policy administration expenses are based on the Bank’s previous and expected future experience. CONSOLIDATION OF STRUCTURED ENTITIES Management judgment is required when assessing whether the Bank should consolidate an entity, particularly complex entities. For instance, it may not be feasible to determine if the Bank controls an entity solely through an assessment of voting rights for certain structured entities. In this case, judgment is required to establish whether the Bank has decision-making power over the key relevant activities of the entity and whether the Bank has the ability to use that power to absorb significant variable returns from the entity. If it is determined that the Bank has both decision-making power and significant variable returns from the entity, judgment is also used to determine whether any such power is exercised by the Bank as principal, on its own behalf, or as agent, on behalf of another counterparty. Assessing whether the Bank has decision-making power includes understanding the purpose and design of the entity in order to determine its key economic activities. In this context, an entity’s key economic activities are those which predominantly impact the economic performance of the entity. When the Bank has the current ability to direct the entity’s key economic activities, it is considered to have decision-making power over the entity. The Bank also evaluates its exposure to the variable returns of a structured entity in order to determine if it absorbs a significant proportion of the variable returns the entity is designed to create. As part of this evaluation, the Bank considers the purpose and design of the entity in order to determine whether it absorbs variable returns from the structured entity through its contractual holdings, which may take the form of securities issued by the entity, derivatives with the entity, or other arrangements such as guarantees, liquidity facili- ties, or lending commitments. If the Bank has decision-making power over and absorbs significant variable returns from the entity it then determines if it is acting as prin- cipal or agent when exercising its decision-making power. Key factors considered include the scope of its decision-making powers; the rights of other parties involved with the entity, including any rights to remove the Bank as decision-maker or rights to participate in key decisions; whether the rights of other parties are exercisable in practice; and the variable returns absorbed by the Bank and by other parties involved with the entity. When assessing consolidation, a presumption exists that the Bank exercises decision-making power as principal if it is also exposed to significant variable returns, unless an analysis of the factors above indicates otherwise. The decisions above are made with reference to the specific facts and circumstances relevant for the structured entity and related transaction(s) under consideration. 139 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSN O T E 4 CURRENT AND FUTURE CHANGES IN ACCOUNTING POLICIES CURRENT CHANGES IN ACCOUNTING POLICY The following new and amended standards have been adopted by the Bank. Consolidation The following new and amended guidance relates to consolidated financial statements: • IFRS 10, Consolidated Financial Statements (IFRS 10), which replaces IAS 27, Consolidated and Separate Financial Statements (IAS 27), and SIC-12, Consolidation – Special-Purpose Entities (SIC-12); • IFRS 11, Joint Arrangements (IFRS 11); and • IFRS 12, Disclosure of Interests in Other Entities (IFRS 12). The Bank also adopted related amendments to IFRS 10 and any conforming changes to related standards. The standards and amendments resulted in a revised definition of control that applies to all entities. Each of the above standards is effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013, for the Bank, and have been applied retrospectively, allowing for certain practical exceptions and transition relief. In order to adopt the above standards the Bank reassessed its consolidation analyses for all of its investees, including but not limited to, its subsidiaries, associates, joint ventures, structured entities such as special purpose entities (SPEs) and its involvement with other third party entities. Consolidated Financial Statements The Bank consolidates an entity as a result of controlling the entity, based on the following criteria: • The Bank has the power to direct the activities of the entity which have the most significant impact on the entity’s risks and/or returns; • The Bank is exposed to significant risks and/or returns arising from the entity; and • The Bank is able to use its power to affect the risks and/or returns to which it is exposed. When assessing whether the Bank controls an entity, the entity’s purpose and design are considered in order to determine the activities which most significantly impact the entity’s risks and/or returns. On November 1, 2012, the transition date, the Bank’s adoption of IFRS 10 resulted in the deconsolidation of TD Capital Trust IV (Trust IV) which was previously consolidated by the Bank. Upon deconsolidation of Trust IV, the TD Capital Trust IV Notes (TD CaTS IV Notes) issued by Trust IV were removed from the Bank’s Consolidated Financial State- ments. This resulted in a decrease to liabilities related to capital trust securities of $1.75 billion which was replaced with an equivalent amount of deposit note liabilities issued by the Bank to Trust IV. The impact to the Bank’s opening retained earnings was not significant. Other than the deconsolidation of Trust IV, IFRS 10 did not result in a material impact on the financial position, cash flows, or earnings of the Bank. Joint Arrangements IFRS 11 replaces guidance previously provided in IAS 31 Interests in Joint Ventures (IAS 31) and SIC-13 Jointly Controlled Entities – Non- Monetary Contributions by Venturers. The new standard outlines the principles relating to the accounting for joint arrangements which are arrangements where two or more parties have joint control. It also requires use of the equity method of accounting when accounting for joint ventures as compared to proportionate consolidation which was the accounting policy choice adopted by the Bank under IAS 31. On November 1, 2012, the transition date, the Bank’s adoption of IFRS 11 did not result in a material impact on the financial position, cash flows, or earnings of the Bank. Disclosure of Interests in Other Entities IFRS 12 requires enhanced disclosures about both consolidated and unconsolidated entities in which the Bank has involvement. The objective of IFRS 12 is to present information so that financial statement 140 users may evaluate the basis of control; any restrictions on consolidated assets and liabilities; risk exposures arising from involvement with unconsolidated structured entities; non-controlling interest holders’ involvement in the activities of consolidated entities; and the Bank’s exposure to associates and joint ventures. The adoption of IFRS 12 did not result in a material impact on the Consolidated Financial Statements of the Bank; however, the standard resulted in additional disclosures, which are included in Note 10 on a retrospective basis. Fair Value Measurement IFRS 13, Fair Value Measurement (IFRS 13), provides a single frame- work for fair value measurement and applies when other IFRS require or permit fair value measurements or disclosures. The standard provides guidance on measuring fair value using the assumptions that market participants would use when pricing the asset or liability under current market conditions. IFRS 13 is effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013 for the Bank, and is applied prospectively. This new standard did not have a material impact on the financial position, cash flows, or earn- ings of the Bank; however the standard resulted in additional fair value disclosures which are disclosed in Note 5 of the Consolidated Financial Statements on a prospective basis. Employee Benefits The amendments to IAS 19, Employee Benefits (IAS 19), issued in June 2011, eliminate the corridor approach for actuarial gains and losses, requiring the Bank to recognize immediately all actuarial gains and losses in other comprehensive income. Under the amended standard, the Bank has elected to reclassify cumulative actuarial gains and losses to retained earnings. Net interest expense or income is calculated by applying the discount rate to the net defined benefit asset or liability, and is recorded on the Consolidated Statement of Income, along with present and past service costs for the period. Plan amendment costs are recognized in the period of a plan amendment, irrespective of its vested status. Curtailments and settlements are recognized in income by the Bank when the curtailment or settlement occurs. A curtailment occurs when there is a significant reduction in the number of employees covered by the plan. A settlement occurs when the Bank enters into a transaction that eliminates all further legal or constructive obligation for part or all of the benefits provided under a defined benefit plan. Furthermore, a termination benefit obligation is recognized when the Bank can no longer withdraw the offer of the termination benefit, or when it recognizes related restructuring costs. The amendments to IAS 19 are effective for annual periods begin- ning on or after January 1, 2013, which was November 1, 2013, for the Bank, and have been applied retrospectively. On November 1, 2011, the transition date, the amendments resulted in an increase to deferred tax assets of $74 million, a decrease to other assets of $112 million, an increase in other liabilities of $98 million, and a decrease to retained earnings of $136 million. Disclosures – Offsetting Financial Assets and Financial Liabilities The amendments to IFRS 7, Financial Instruments: Disclosures (IFRS 7), issued in December 2011 provide common disclosure requirements intended to help investors and other users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position. While the IFRS 7 amendments will result in additional disclosures, the amendments did not have a material impact on the Consolidated Financial Statements of the Bank. The IFRS 7 amendments are effective for annual periods beginning on or after January 1, 2013, which was November 1, 2013, for the Bank. The disclosures required by the IFRS 7 amendments have been presented on a retrospective basis by the Bank as at October 31, 2014. Refer to Note 6 for the disclosures required by the IFRS 7 amendments. TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSSummary of Impact upon Adoption of New and Amended Standards The following table summarizes the impact upon adoption of the new and amended standards. Impact Upon Adoption of New and Amended Standards (millions of Canadian dollars) ASSETS Interest-bearing deposits with banks Trading loans, securities, and other Available-for-sale securities Goodwill Deferred tax assets Other assets LIABILITIES Deposits – Personal Deposits – Business and government Amounts payable to brokers, dealers and clients Other liabilities Liability for capital trust securities EQUITY Retained earnings Accumulated other comprehensive income (loss) Previously reported IAS 19 adjustment IFRS 10 & 11 adjustment Total adjustments Amount after adjustments As at October 31, 2013 $ 28,855 101,928 79,541 13,297 1,588 9,990 235,199 319,749 203,204 8,908 14,553 1,740 548,154 $ – – – – 212 (450) (238) – – – 346 – 346 $ (272) 12 3 (4) – (12) (273) (281) 1,784 (26) (4) (1,740) (267) $ (272) 12 3 (4) 212 (462) (511) $ 28,583 101,940 79,544 13,293 1,800 9,528 234,688 (281) 1,784 (26) 342 (1,740) 79 319,468 204,988 8,882 14,895 – 548,233 24,565 3,166 $ 27,731 (578) (6) $ (584) (5) (1) (6) (583) (7) (590) $ 23,982 3,159 $ 27,141 $ For the year ended October 31, 2013 Net income after tax and equity in associate $ 6,662 $ (22) $ – $ (22) $ 6,640 Net income after tax and equity in associate $ 6,471 $ (11) $ – $ (11) $ 6,460 For the year ended October 31, 2012 FUTURE CHANGES IN ACCOUNTING POLICIES The IASB continues to make changes to IFRS to improve the overall quality of financial reporting. The Bank is actively monitoring all of the IASB’s projects that are relevant to the Bank’s financial reporting and accounting policies. The Bank estimates the impact of adopting the IAS 32 amendments will result in an increase in total assets and total liabilities of approxi- mately $11 billion and $16 billion as at November 1, 2013, the transition date, and October 31, 2014, respectively. There will be no impact to opening equity, cash flows, or earnings of the Bank. The following standards have been issued, but are not yet effective on the date of issuance of the Bank’s Consolidated Financial Statements. The Bank is currently assessing the impact of the application of these standards on the Consolidated Financial Statements and will adopt these standards when they become effective. Presentation – Offsetting Financial Assets and Financial Liabilities In December 2011, the IASB issued amendments to IAS 32, Financial Instruments: Presentation, (the IAS 32 amendments) which clarified the existing requirements for offsetting financial assets and financial liabilities. These amendments are effective for annual periods begin- ning on or after January 1, 2014, which will be November 1, 2014, for the Bank. The Bank expects that certain bilateral transactions related to reverse repurchase and repurchase agreements, and amounts receivable from or payable to brokers, dealers, and clients will no longer qualify for offsetting under the new guidance. Levies In May 2013, the IFRS Interpretations Committee (IFRIC), with the approval of the IASB, issued IFRIC 21, Levies (IFRIC 21). IFRIC 21 provides guidance on when to recognize a liability to pay a levy imposed by government, which is accounted for in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014, which will be November 1, 2014, for the Bank, and is to be applied retrospectively. IFRIC 21 is expected to change the pattern and timing of recognition of certain levies paid by the Bank, in that it requires the obligation for these levies to be recognized at specific points in time in accordance with their applicable legislation. This change in timing of recognition is not expected to have a material impact on the financial position, cash flows, or earnings of the Bank on an annual basis. 141 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (IFRS 9), which replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement (IAS 39). This final version includes requirements on: (1) Classification and measurement of finan- cial assets and liabilities; (2) Impairment; and (3) Hedge accounting. Accounting for macro hedging has been decoupled from IFRS 9 and will now be considered and issued as a separate standard. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, which will be November 1, 2018, for the Bank, and is to be applied retrospectively with certain exceptions. Early adoption of IFRS 9 is permitted. IFRS 9 also permits early application of changes in the own credit risk provision, prior to adopting all other requirements within IFRS 9. The Bank is currently assessing the impact of adopting IFRS 9, including early application of the own credit risk provision. Novation of Derivatives and Continuation of Hedge Accounting In June 2013, the IASB issued amendments to IAS 39 which provides relief from discontinuing hedge accounting when novation of a derivative designated as a hedge accounting instrument meets certain criteria. The IAS 39 amendments are effective for annual periods beginning on or after January 1, 2014, which will be November 1, 2014, for the Bank, and is to be applied retrospectively. The IAS 39 amendments are not expected to have a material impact on the financial position, cash flows, or earnings of the Bank and have been retained in the final version of IFRS 9. Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and cash flows arising from contracts with customers. The standard is effective for annual periods beginning on or after January 1, 2017, which will be November 1, 2017, for the Bank, and is to be applied retrospectively. The Bank is currently assessing the impact of adopting this standard. N O T E 5 FAIR VALUE MEASUREMENTS Certain assets and liabilities, primarily financial instruments, are carried on the balance sheet at their fair value on a recurring basis. These financial instruments include trading loans and securities, assets and liabilities designated at fair value through profit or loss, instruments classified as available-for-sale, derivatives, certain securities purchased under reverse repurchase agreements, certain deposits classified as trading, securitization liabilities at fair value, obligations related to securities sold short, and certain obligations related to securities sold under repurchase agreements. All other financial assets are carried at amortized cost and the fair value is disclosed as follows: DETERMINATION OF FAIR VALUE The fair value of financial instruments traded in active markets at the balance sheet date is based on their available quoted market prices. For all other financial instruments not traded in an active market, fair value may be based on other observable current market transactions involving the same or similar instrument, without modification or repackaging, or is based on a valuation technique which maximizes the use of observable market inputs. Observable market inputs may include interest rate yield curves, foreign exchange rates, and option volatilities. Valuation techniques include comparisons with similar instruments where observable market prices exist, discounted cash flow analysis, option pricing models, and other valuation techniques commonly used by market participants. For certain complex or illiquid financial instruments, fair value is determined using valuation techniques in which current market trans- actions or observable market inputs are not available. Determining which valuation technique to apply requires judgment. The valuation techniques themselves also involve some level of estimation and judg- ment. The judgments include liquidity considerations and model inputs such as volatilities, correlations, spreads, discount rates, pre-payment rates, and prices of underlying instruments. Any imprecision in these estimates can affect the resulting fair value. The inherent nature of private equity investing is that the Bank’s valuation may change over time due to developments in the business underlying the investment. Such fluctuations may be significant depending on the nature of the factors going into the valuation methodology and the extent of change in those factors. Judgment is also used in recording fair value adjustments to model valuations to account for measurement uncertainty when valuing complex and less actively traded financial instruments. If the market for a complex financial instrument develops, the pricing for this instrument may become more transparent, resulting in refinement of valuation models. VALUATION GOVERNANCE Valuation processes are guided by policies and procedures that are approved by senior management and subject matter experts. Senior Executive oversight over the valuation process is provided through vari- ous valuation-related committees. Further, the Bank has a number of additional controls in place, including an independent price verification process to ensure the accuracy of fair value measurements reported in the financial statements. The sources used for independent pricing comply with the standards set out in the approved valuation-related policies, which includes consideration of the reliability, relevancy, and timeliness of data. METHODS AND ASSUMPTIONS The Bank calculates fair values for measurement and disclosure purposes based on the following methods of valuation and assumptions: Government and Government-Related Securities The fair value of Canadian government debt securities is based on quoted prices in active markets, where available. Where quoted prices are not available, valuation techniques such as discounted cash flow models may be used, which maximize the use of observable inputs such as government yield curves. The fair value of U.S. federal and state government, as well as agency debt securities, is determined by reference to recent transaction prices, broker quotes, or third-party vendor prices. Brokers or third- party vendors may use a pool-specific valuation model to value these securities. Observable market inputs to the model include to be announced (TBA) market prices, the applicable indices, and metrics such as the coupon, maturity, and weighted average maturity of the pool. Market inputs used in the valuation model include, but are not limited to, indexed yield curves and trading spreads. 142 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSThe fair value of residential mortgage-backed securities is primarily based on broker quotes, third-party vendor prices, or other valuation techniques, such as the use of option-adjusted spread (OAS) models which include inputs such as prepayment rate assumptions related to the underlying collateral. Observable inputs include, but are not limited to, indexed yield curves, and bid-ask spreads. Other inputs may include volatility assumptions derived using Monte Carlo simulations and take into account factors such as counterparty credit quality and liquidity. Other Debt Securities The fair value of corporate and other debt securities, including debt securities reclassified from trading to available-for-sale, is primarily based on broker quotes, third-party vendor prices, or other valuation techniques, such as discounted cash flow techniques. Market inputs used in the valuation techniques or underlying third-party vendor prices or broker quotes include benchmark and government yield curves, credit spreads, and trade execution data. Asset-backed securities are primarily fair valued using third-party vendor prices. The third-party vendor employs a valuation model which maximizes the use of observable inputs such as benchmark yield curves and bid-ask spreads. The model also takes into account relevant data about the underlying collateral, such as weighted average terms to maturity and prepayment rate assumptions. Equity Securities The fair value of equity securities is based on quoted prices in active markets, where available. Where quoted prices in active markets are not readily available, such as for private equity securities, or where there is a wide bid-offer spread, fair value is determined based on quoted market prices for similar securities or through valuation tech- niques, including discounted cash flow analysis, and multiples of earnings before taxes, depreciation, and amortization, and other relevant valuation techniques. If there are trading restrictions on the equity security held, a valua- tion adjustment is recognized against available prices to reflect the nature of the restriction. However, restrictions that are not part of the security held and represent a separate contractual arrangement that has been entered into by the Bank and a third party do not impact the fair value of the original instrument. Retained Interests Retained interests are classified as trading securities and are initially recognized at relative fair value on the Bank’s Consolidated Balance Sheet. Subsequently, the fair value of retained interests recognized by the Bank is determined by estimating the present value of future expected cash flows using management’s best estimates of key assumptions including credit losses, prepayment rates, forward yield curves and discount rates, that are commensurate with the risks involved. Differences between the actual cash flows and the Bank’s estimate of future cash flows are recognized in income. These assumptions are subject to periodic review and may change due to significant changes in the economic environment. Loans The estimated fair value of loans carried at amortized cost, other than debt securities classified as loans, reflects changes in market price that have occurred since the loans were originated or purchased. For fixed- rate performing loans, estimated fair value is determined by discounting the expected future cash flows related to these loans at current market interest rates for loans with similar credit risks. For floating-rate performing loans, changes in interest rates have minimal impact on fair value since loans reprice to market frequently. On that basis, fair value is assumed to approximate carrying value. The fair value of loans is not adjusted for the value of any credit protection the Bank has purchased to mitigate credit risk. At initial recognition, debt securities classified as loans do not include securities with quoted prices in active markets. When quoted market prices are not readily available, fair value is based on quoted market prices of similar securities, other third-party evidence or by using a valuation technique that maximizes the use of observable market inputs. If quoted prices in active markets subsequently become available, these are used to determine fair value for debt securities classified as loans. The fair value of loans carried at fair value through profit or loss, which includes trading loans and loans designated at fair value through profit or loss, is determined using observable market prices, where available. Where the Bank is a market maker for loans traded in the secondary market, fair value is determined using executed prices, or prices for comparable trades. For those loans where the Bank is not a market maker, the Bank obtains broker quotes from other reputable dealers, and corroborates this information using valuation techniques or by obtaining consensus or composite prices from pricing services. Commodities The fair value of physical commodities is based on quoted prices in active markets, where available. The Bank also transacts in commodity derivative contracts which can be traded on an exchange or in OTC markets. The fair value of derivative financial instruments is determined as follows: Derivative Financial Instruments The fair value of exchange-traded derivative financial instruments is based on quoted market prices. The fair value of OTC derivative finan- cial instruments is estimated using well established valuation techniques, such as discounted cash flow techniques, the Black-Scholes model, and Monte Carlo simulation. The valuation models incorporate inputs that are observable in the market or can be derived from observable market data. Prices derived by using models are recognized net of valuation adjustments. The inputs used in the valuation models depend on the type of derivative and the nature of the underlying instrument and are specific to the instrument being valued. Inputs can include, but are not limited to, interest rate yield curves, foreign exchange rates, dividend yield projections, commodity spot and forward prices, recovery rates, volatilities, spot prices, and correlation. A credit risk valuation adjustment (CRVA) is recognized against the model value of OTC derivatives to account for the uncertainty that either counterparty in a derivative transaction may not be able to fulfill its obligations under the transaction. In determining CRVA, the Bank takes into account master netting agreements and collateral, and considers the creditworthiness of the counterparty and the Bank itself, in assessing potential future amounts owed to, or by the Bank. In the case of defaulted counterparties, a specific provision is established to recognize the estimated realizable value, net of collateral held, based on market pricing in effect at the time the default is recognized. In these instances, the estimated realizable value is measured by discounting the expected future cash flows at an appro- priate effective interest rate immediately prior to impairment, after adjusting for the value of collateral. The fair value of non-trading derivatives is determined on the same basis as for trading derivatives. The fair value of a derivative is partly a function of collateralization. The Bank uses the relevant overnight index swap (OIS) curve to discount the cash flows for collateralized derivatives as most collateral is posted in cash and can be funded at the overnight rate. 143 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSIn the fourth quarter of 2014, the Bank implemented funding valuation adjustment (FVA) in response to growing evidence that market implied funding costs and benefits are now considered in the pricing and fair valuation of uncollateralized derivatives. Some of the key drivers of FVA include the market implied cost of funding spread over LIBOR, expected term of the trade, and expected average expo- sure by counterparty. FVA is further adjusted to account for the extent to which the funding cost is incorporated into observed traded levels and to calibrate to the expected term of the trade. The FVA applies to both assets and liabilities, but the adjustment in the fourth quarter largely relates to uncollateralized derivative assets given the impact of the Bank’s own credit risk, which is a significant component of the funding costs, is already incorporated in the valua- tion of uncollateralized derivative liabilities through the application of debit valuation adjustments (DVAs). FVA was implemented on a prospective basis as a change in accounting estimate and resulted in a $69 million charge during the fourth quarter. There were no changes to the leveling in the fair value hierarchy as a result of the implementation of FVA. The Bank will continue to monitor industry practice, and may refine the methodology and the products to which FVA applies to as market practices evolve. Deposits The estimated fair value of term deposits is determined by discounting the contractual cash flows using interest rates currently offered for deposits with similar terms. For deposits with no defined maturities, the Bank considers fair value to equal carrying value, which is equivalent to the amount payable on the balance sheet date. For trading deposits, fair value is determined using discounted cash flow valuation techniques which maximize the use of observable market inputs such as benchmark yield curves and foreign exchange rates. The Bank considers the impact of its own creditworthiness in the valuation of these deposits by reference to observable market inputs. Securitization Liabilities The fair value of securitization liabilities is based on quoted market prices or quoted market prices for similar financial instruments, where available. Where quoted prices are not available, fair value is determined using valuation techniques, which maximize the use of observable inputs, such as Canada Mortgage Bond (CMB) prices. Obligations Related to Securities Sold Short The fair value of these obligations is based on the fair value of the underlying securities, which can include equity or debt securities. As these obligations are fully collateralized, the method used to determine fair value would be the same as that of the relevant underlying equity or debt securities. Securities Purchased Under Reverse Repurchase Agreements and Obligations Related to Securities Sold under Repurchase Agreements Commodities purchased or sold with an agreement to sell or repur- chase them at a later date at a fixed price are carried at fair value on the Consolidated Balance Sheet. The fair value of these agreements is based on valuation techniques such as discounted cash flow models which maximize the use of observable market inputs such as interest rate swap curves and commodity forward prices. Subordinated Notes and Debentures The fair value of subordinated notes and debentures are based on quoted market prices for similar issues or current rates offered to the Bank for debt of equivalent credit quality and remaining maturity. Other Financial Liabilities Designated at Fair Value For deposits designated at fair value through profit or loss, fair value is determined using discounted cash flow valuation techniques which maximize the use of observable market inputs such as benchmark yield curves. The Bank considers the impact of its own creditworthiness in the valuation of these deposits by reference to observable market inputs. The Bank currently issues mortgage loan commitments to its customers which allow them to lock in a fixed mortgage rate prior to their expected funding date. The Bank values loan commitments through the use of an option pricing model and with adjustments calculated using an expected funding ratio to arrive at the most repre- sentative fair value. The expected funding ratio represents the Bank’s best estimate, based on historical analysis, as to the amount of loan commitments that will actually fund. If commitment extensions are exercised by the borrower, the Bank will remeasure the written option at fair value. Portfolio Exception IFRS 13 provides a measurement exception that allows an entity to determine the fair value of a group of financial assets and liabilities with offsetting risks based on the sale or transfer of its net exposure to a particular risk or risks. The Bank manages certain financial assets and financial liabilities, such as derivative assets and derivative liabilities on the basis of net exposure and applies the portfolio exception when determining the fair value of these financial assets and financial liabilities. Fair Value of Assets and Liabilities not Measured at Fair Value The fair value of assets and liabilities not measured at fair value include loans, deposits, certain securitization liabilities, certain securities purchased and obligations relating to securities sold under reverse repurchase and repurchase agreements and subordinated notes and debentures. For these instruments, fair values are calculated for disclosure purposes only, and the valuation techniques are disclosed above. In addition, the Bank has determined that the carrying value approximates the fair value for the following assets and liabilities as they are usually liquid floating rate financial instruments and are generally short term in nature: cash and due from banks, interest- bearing deposits with banks, customers’ liability under acceptances, and acceptances. Carrying Value and Fair Value of Financial Instruments and Commodities The fair values in the following table exclude the value of assets that are not financial instruments, such as land, buildings and equipment, as well as goodwill and other intangible assets, including customer relationships, which are of significant value to the Bank. The following table includes the fair value of commodities. 144 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSFinancial Assets, Liabilities and Commodities (millions of Canadian dollars) FINANCIAL ASSETS AND COMMODITIES Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other Government and government-related securities Other debt securities Equity securities Trading loans Commodities Retained interests Total trading loans, securities, and other Derivatives Financial assets designated at fair value through profit or loss Available-for-sale securities Government and government-related securities Other debt securities Equity securities1 Debt securities reclassified from trading Total available-for-sale securities Held-to-maturity securities2 Government and government-related securities Other debt securities Total held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Customers’ liability under acceptances Amounts receivable from brokers, dealers and clients Other assets FINANCIAL LIABILITIES Trading deposits Derivatives Securitization liabilities at fair value Other financial liabilities designated at fair value through profit or loss Deposits Acceptances 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 Other liabilities Subordinated notes and debentures October 31, 2014 October 31, 2013 Carrying value Fair value Carrying value Fair value As at $ 2,781 43,773 $ 2,781 43,773 $ 3,581 28,583 $ 3,581 28,583 30,899 9,019 45,911 10,142 5,154 48 101,173 55,363 4,745 30,899 9,019 45,911 10,142 5,154 48 101,173 55,363 4,745 31,707 28,724 1,931 646 63,008 31,707 28,724 1,931 646 63,008 34,119 22,858 56,977 75,031 478,909 13,080 9,319 3,590 34,371 22,955 57,326 75,031 483,044 13,080 9,319 3,590 59,334 50,776 11,198 3,250 600,716 13,080 39,465 45,587 24,960 10,384 9,926 7,785 $ 59,334 50,776 11,198 3,250 601,705 13,080 39,465 45,587 25,271 10,384 9,958 8,358 $ 32,861 9,628 45,751 10,219 3,414 67 101,940 49,461 6,532 37,897 38,936 1,806 905 79,544 25,890 4,071 29,961 64,283 444,922 6,399 9,183 3,469 50,967 49,471 21,960 12 541,605 6,399 41,829 34,414 25,592 8,882 12,839 7,982 $ 32,861 9,628 45,751 10,219 3,414 67 101,940 49,461 6,532 37,897 38,936 1,806 905 79,544 25,875 4,075 29,950 64,283 445,935 6,399 9,183 3,469 50,967 49,471 21,960 12 543,080 6,399 41,829 34,414 25,864 8,882 12,857 8,678 $ 1 As at October 31, 2014, the carrying values of certain available-for-sale equity securities of $5 million (October 31, 2013 – $6 million) are assumed to approxi- mate fair value in the absence of quoted market prices in an active market. 2 Includes debt securities reclassified from available-for-sale to held-to-maturity. Refer to Note 7, Securities for carrying value and fair value of the reclassified debt securities. Fair Value Hierarchy IFRS requires disclosure of a three-level hierarchy for fair value measurements based upon transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1: Fair value is based on quoted market prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain Canadian and U.S. Treasury bills and other Canadian and U.S. Government and agency mortgage-backed securities, and certain securitization liabili- ties, that are highly liquid and are actively traded in OTC markets. Level 2: Fair value is based on observable inputs other than Level 1 prices, such as quoted market prices for similar (but not identical) assets or liabilities in active markets, quoted market prices for identical assets or liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using valuation techniques with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes Canadian and U.S. Government securities, Canadian and U.S. agency mortgage-backed debt securities, corporate debt securities, certain derivative contracts, certain securitization liabilities, and certain trading deposits. Level 3: Fair value is based on non-observable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial instruments classified within Level 3 of the fair value hierarchy are initially fair valued at their transaction price, which is considered the best estimate of fair value. After initial measurement, the fair value of Level 3 assets and liabilities is determined using valuation models, discounted cash flow methodol- ogies, or similar techniques. This category generally includes retained interests in certain loan securitizations and certain derivative contracts. The following table presents the levels within the fair value hierarchy for each of the financial assets and liabilities measured at fair value on a recurring basis as at October 31. 145 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (millions of Canadian dollars) October 31, 2014 As at October 31, 2013 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total FINANCIAL ASSETS Trading loans, securities, and other Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government guaranteed debt Mortgage-backed securities Other debt securities Canadian issuers Other issuers Equity securities Common shares Preferred shares Trading loans Commodities Retained interests Derivatives Interest rate contracts Foreign exchange contracts Credit contracts Equity contracts Commodity contracts Financial assets designated at fair value through profit or loss Securities Loans Available-for-sale securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government guaranteed debt Mortgage-backed securities Other debt securities Asset-backed securities Non-agency collateralized mortgage obligation portfolio Corporate and other debt Equity securities Common shares1,2 Preferred shares Debt securities reclassified from trading 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 Other financial liabilities designated at fair value through profit or loss Obligations related to securities sold short Obligations related to securities sold under repurchase agreements $ $ 302 $ 12,229 5,454 8,698 3,427 789 – – – – – $ 12,531 $ – – – – 5,454 8,698 3,427 789 304 $ 12,908 4,518 11,250 2,685 1,090 1 105 – – $ – $ 13,212 4,519 – 11,355 – 2,685 – 1,090 – – – 2,805 6,128 20 66 2,825 6,194 – – 2,943 6,596 5 84 2,948 6,680 40,695 40 – 5,154 – 46,191 5,172 – 10,142 – – 54,844 4 45,871 – 40 – 10,142 5,154 – 48 48 138 101,173 38,020 64 – 3,414 – 41,908 7,652 – 10,219 – – 59,861 15 – – – 67 171 45,687 64 10,219 3,414 67 101,940 2 56 – – 53 111 23,413 24,852 18 5,577 341 54,201 – 23,415 16 24,924 18 6,610 396 1,051 55,363 – 1,033 2 1 168 – – 60 229 25,690 14,106 60 8,131 263 48,250 – 13 3 958 8 982 25,691 14,287 63 9,089 331 49,461 202 – 202 4,538 – 4,538 – 5 5 4,740 5 4,745 372 – 372 6,151 – 6,151 – 9 9 6,523 9 6,532 199 – – – – 8,205 4,494 12,130 3,317 3,306 – – – 18,903 1,722 8,080 – 51 8,404 4,545 – 12,130 3,322 5 3,306 – – 18,903 1,722 – 8,099 19 – – – – – – – – 9,329 2,588 15,176 7,986 2,810 29,320 963 8,634 – – – 8 – 9,329 2,588 15,176 7,994 2,810 – – 19 29,320 963 8,653 210 29 – 438 242 1 337 60,737 1,303 141 309 1,755 171 646 1,828 63,003 197 30 – 227 222 – 677 77,705 1,215 136 228 1,606 1,634 166 905 79,538 – $ 8,154 $ – $ 8,154 $ – $ 5,331 $ – $ 5,331 – $ 57,703 $ 1,631 $ 59,334 $ – $ 49,571 $ 1,396 $ 50,967 2 43 – – 52 97 – 20,026 22,975 325 5,275 440 49,041 11,198 – 1,537 6 81 20,109 14 23,032 325 6,812 498 1,638 50,776 – 11,198 1 149 – – 56 206 – 22,789 15,535 355 8,892 266 47,837 21,960 58 12 3 1,350 5 1,428 – 22,848 15,696 358 10,242 327 49,471 21,960 $ $ – 14,305 3,242 25,126 8 3,250 34 39,465 – 17,698 – 24,124 12 7 12 41,829 $ – $ 8,242 $ – $ 8,242 $ – $ 5,825 $ – $ 5,825 1 As at October 31, 2014, the carrying values of certain available-for-sale equity securities of $5 million (October 31, 2013 – $6 million) are assumed to approximate fair value in the absence of quoted market prices in an active market. 2 As at October 31, 2014, common shares include the fair value of Federal Reserve Stock and Federal Home Loan Bank stock of $972 million (October 31, 2013 – $930 million) which are redeemable by the issuer at cost for which cost approxi- mates fair value. These securities cannot be traded in the market, hence these securities have not been subject to sensitivity analysis of Level 3 financial assets and liabilities. 146 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS 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 are transferred between Level 1 and Level 2 depending on if there is sufficient frequency and volume in an active market. During the year ended October 31, 2014, the Bank transferred $1 billion of trading securities and $1 billion obligations related to securities sold short from Level 1 to Level 2. These transfers repre- sented previously on-the-run treasury securities that are now off-the- run. During the year ended October 31, 2013, the Bank transferred $4 billion off-the run treasury securities classified as trading and $4 billion classified as available for sale from Level 1 to Level 2. In addition, the Bank transferred $2 billion off-the-run treasury securities sold short from Level 1 to Level 2. Movements of Level 3 instruments Significant transfers into and out of Level 3 occur mainly due to the following reasons: • Transfers from Level 3 to Level 2 occur when techniques used for valuing the instrument incorporate significant observable market inputs or broker-dealer quotes which were previously not observable. • Transfers from Level 2 to Level 3 occur when an instrument’s fair value, which was previously determined using valuation techniques with significant observable market inputs, is now determined using valuation techniques with significant non-observable inputs. Due to the unobservable nature of the inputs used to value Level 3 financial instruments there may be uncertainty about the valuation of these instruments. The fair value of Level 3 instruments may be drawn from a range of reasonably possible alternatives. In determining the appropriate levels for these unobservable inputs, parameters are chosen so that they are consistent with prevailing market evidence and management judgement. 147 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSThe following tables reconcile changes in fair value of all assets and liabilities measured at fair value using significant Level 3 non-observable inputs for the years ended October 31. Reconciliation of Changes in Fair Value for Level 3 Financial Assets and Liabilities (millions of Canadian dollars) Total realized and unrealized gains (losses) Movements Fair value as at Nov. 1, 2013 Included in income1 Included in OCI Purchases Issuances Other2 Into Level 3 Transfers Change in unrealized gains Fair value (losses) on as at Out of October 31, instruments still held3 2014 Level 3 FINANCIAL ASSETS Trading loans, securities, and other Government and government- related securities Canadian government debt Provinces Other debt securities Canadian issuers Other issuers Equity securities Common shares Preferred shares Trading loans Retained interests Financial assets designated at fair value through profit or loss Loans Available-for-sale securities Government and government- related securities Canadian government debt Provinces Other OECD government guaranteed debt Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading FINANCIAL LIABILITIES Trading deposits Derivatives4 Interest rate contracts Foreign exchange contracts Credit contracts Equity contracts Commodity contracts Other financial liabilities designated at fair value through profit or loss Obligations related to securities sold short $ – $ – $ – $ – $ – $ – $ – $ – $ – $ – 5 84 15 – – 67 171 9 9 – 8 – 19 1,215 136 – 3 – – – 5 8 1 1 1 – – 1 7 (6) 228 $ 1,606 30 $ 33 – – – – – – – – – – – – – 31 4 20 $ 55 10 145 159 54 – – 368 – – – 3 – – 97 6 – $ 106 $ – – – – – – – – – – – – – – – – – (68) (195) (170) (54) – (24) (511) 73 37 – 2 – – 112 – (8) – (2) – – (10) 20 66 4 – – 48 138 (5) (5) – – – – 5 5 – 187 (137) – – – 40 – (41) 51 5 – 19 1 – – – 1,303 141 (6) – – (48) 1 (14) $ (67) 46 $ 274 (1) 309 $ (179) $ 1,828 – (2) – – – (7) (9) (4) (4) 1 – – 1 30 4 20 $ 56 Total realized and unrealized losses (gains) Movements Fair value as at Nov. 1, 2013 Included in income1 Included in OCI Purchases Issuances Other2 Into Level 3 Transfers Change in unrealized losses Fair value (gains) on as at Out of October 31, instruments still held3 2014 Level 3 $ 1,396 $ 65 $ – $ – $ 687 $ (494) $ 1 $ (24) $ 1,631 $ 50 58 (1) – 392 (3) 446 21 – 1 166 – 188 12 (49) – – – – – – – – – – (119) – (119) – – – 221 – 221 1 (2) (1) (161) 8 (155) – 1 – 5 (1) 5 – 84 (39) – 1 – – – – 1 – 81 (2) – 504 4 587 23 – – 164 4 191 8 (52) $ 7 $ – $ – $ (26) $ – $ 52 $ 1 $ – $ 34 $ – 1 Gains (losses) on financial assets and liabilities are recognized in Net securities gains 4 As at October 31, 2014, consists of derivative assets of $1.1 billion (losses), Trading income (losses), and Other income (loss) on the Consolidated Statement of Income. 2 Consists of sales and settlements. 3 Changes in unrealized gains (losses) on available-for-sale securities are recognized in accumulated other comprehensive income. (November 1, 2013 – $982 million) and derivative liabilities of $1.6 billion (November 1, 2013 – $1.4 billion), which have been netted on this table for presentation purposes only. 148 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Reconciliation of Changes in Fair Value for Level 3 Financial Assets and Liabilities (millions of Canadian dollars) Total realized and unrealized gains (losses) Movements Transfers Fair value as at Nov. 1, 2012 Included in income1 Included in OCI Purchases Issuances Other2 Fair value as at Out of October 31, 2013 Level 3 Into Level 3 Change in unrealized gains (losses) on instruments still held3 FINANCIAL ASSETS Trading loans, securities, and other Government and government- related securities Canadian government debt Provinces Other debt securities Canadian issuers Other issuers Equity securities Common shares Preferred shares Retained interests Financial assets designated at fair value through profit or loss Loans Available-for-sale securities Government and government- related securities Other OECD government guaranteed debt Other debt securities Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading FINANCIAL LIABILITIES Trading deposits Derivatives4 Interest rate contracts Foreign exchange contracts Credit contracts Equity contracts Commodity contracts Other financial liabilities designated at fair value through profit or loss Obligations related to securities sold short 17 57 77 – 85 236 13 13 2 57 (4) (12) – – – (16) – – – – – – 5 84 15 – 67 171 9 9 8 19 1,215 136 – (2) – – (13) (15) 1 1 – (4) 37 7 20 $ 60 $ – $ – $ – $ 182 $ – $ (182) $ – $ – $ – $ – 2 2 – – 6 10 – – – – – – 79 339 134 88 – 822 – – (111) (369) – – 10 10 (196) (88) (34) (980) 22 67 – – – 89 4 4 – – – 1 – (3) – – 8 – (8) (8) – – (2) – (36) – (421) (5) 59 – – – – – – – – – 1,446 163 165 $ 1,833 27 (1) 11 $ 38 (7) (21) 111 – 7 $ (24) – $ 119 $ (2) $ (466) 54 $ 113 (7) $ (7) 228 $ 1,606 Total realized and unrealized losses (gains) Movements Transfers Fair value as at Nov. 1, 2012 Included in income1 Included in OCI Purchases Issuances Other2 Fair value as at Out of October 31, 2013 Level 3 Into Level 3 Change in unrealized losses (gains) on instruments still held3 $ 1,100 $ (24) $ – $ – $ 375 $ (384) $ 336 $ (7) $ 1,396 $ 46 97 (2) (1) 320 (12) 402 (32) (1) 1 143 7 118 – – – – – – – – – (125) – (125) – – – 180 – 180 (7) 3 – (125) 2 (127) – (1) – (1) – (2) 17 14 – – 178 (197) – – – – – – – – 58 (1) – 392 (3) 446 (33) 1 2 141 (1) 110 12 1 $ 21 $ – $ – $ (47) $ – $ 33 $ – $ – $ 7 $ – 1 Gains (losses) on financial assets and liabilities are recognized in Net securities 4 As at October 31, 2013, consists of derivative assets of $982 million gains (losses), Trading income (loss), and Other income (loss) on the Consolidated Statement of Income. 2 Consists of sales and settlements. 3 Changes in unrealized gains (losses) on available-for-sale securities are recognized in accumulated other comprehensive income. (November 1, 2012 – $749 million) and derivative liabilities of $1.4 billion (November 1, 2012 – $1.2 billion), which have been netted on this table for presentation purposes only. 149 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS VALUATION OF ASSETS AND LIABILITIES CLASSIFIED AS LEVEL 3 Significant unobservable inputs in Level 3 positions The following section discusses the significant unobservable inputs for Level 3 positions and assesses the potential effect that a change in each observable input may have on the fair value measurement. Price Equivalent Certain financial instruments, mainly debt and equity securities, are valued using price equivalents when market prices are not available, with fair value measured by comparison with observable pricing data from instruments with similar characteristics. The price equivalent is expressed in points, and represents a percentage of the par amount. There may be wide ranges depending on the liquidity of the securities. Prices at the lower end of the range are generally a result of securities that are written down. Credit Spread Credit spread is a significant input used in the valuation of many derivatives. It is the primary reflection of the credit worthiness of a counterparty and represents the premium or yield return above the benchmark reference that a bond holder would require in order to allow for the credit quality difference between the entity and the reference benchmark. An increase/(decrease) in credit spread will (decrease)/increase the value of financial instrument. Credit spread may be negative where the counterparty is more credit worthy than the benchmark against which the spread is calculated. A wider credit spread represents decreasing credit worthiness. Prepayment Rate and Liquidation Rate Expected future prepayment and liquidation rates are significant inputs for retained interests and represent the amount of unscheduled principal repayment. The prepayment rate and liquidation rate will be obtained from prepayment forecasts which are based on a number of factors such as historical prepayment rates for similar pool loans and the future economic outlook, considering factors including, but not limited to, future interest rates. Correlation The movements of inputs are not necessarily independent from other inputs. Such relationships, where material to the fair value of a given instrument, are captured via correlation inputs into the pricing models. The Bank includes correlation between the asset class, as well as across asset classes. For example, price correlation is the relationship between prices of equity securities in equity basket derivatives, and quanto correlation is the relationship between instruments which settle in one currency and the underlying securities which are denominated in another currency. Implied Volatility Implied volatility is the value of the volatility of the underlying instrument which, when input in an option pricing model, such as Black-Scholes, will return a theoretical value equal to the current market price of the option. Implied volatility is a forward-looking and subjective measure, and differs from historical volatility because the latter is calculated from known past returns of a security. Funding ratio The funding ratio is a significant unobservable input required to value mortgage commitments issued by the Bank. The funding ratio represents an estimate of percentage of commitments that are ultimately funded by the Bank. The funding ratio is based on a number of factors such as observed historical funding percentages within the various lending channels and the future economic outlook, considering factors including, but not limited to, competitive pricing and fixed/variable mortgage rate gap. An increase/(decrease) in funding ratio will increase/(decrease) the value of the lending commitment in relationship to prevailing interest rates. Earnings Multiple, Discount Rate and Liquidity Discount Earnings multiple, discount rate and liquidity discount are significant inputs used when valuing certain equity securities. Earnings multiples are selected based on comparable entities and a higher multiple will result in a higher fair value. Discount rates are applied to cash flow forecasts to reflect time value of money and the risks associated with the cash flows. A higher discount rate will result in a lower fair value. Liquidity discounts may be applied as a result of the difference in liquidity between the comparable entity and the equity securities being valued. Currency Specific Swap Curve The fair value of foreign exchange contracts is determined using inputs such as foreign exchange spot rates and swap curves. Generally swap curves are observable, but there may be certain durations, or currency specific foreign exchange spot and currency specific swap curves that are not observable. Dividend Yield Dividend yield is a key input for valuing equity contracts and is generally expressed as a percentage of the current price of the stock. Dividend yields can be derived from the repo or forward price of the actual stock being fair valued. Spot dividend yields can also be obtained from pricing sources, if it can be demonstrated that spot yields are a good indication of future dividends. 150 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSValuation techniques and inputs used in the fair value measurement of Level 3 assets and liabilities The following table presents the Bank’s assets and liabilities recognized at fair value and classified as Level 3, together with the valuation techniques used to measure fair value, the significant inputs used in the valuation technique that are considered unobservable, and a range of values for those unobservable inputs. The range of values represents the highest and lowest inputs used in calculating the fair value. Valuation Techniques and Inputs Used in the Fair Value Measurement of Level 3 Assets and Liabilities (millions of Canadian dollars, except as noted) As at October 31, 2014 Fair value Fair value liabilities assets Valuation technique Significant unobservable inputs (Level 3) Lower range Upper range Unit Government and government- related securities $ 56 $ n/a1 Market comparable Bond price equivalent 100 101 points Other debt securities 414 n/a Market comparable Bond price equivalent – 132 points Equity securities2 476 n/a Market comparable Discounted cash flow EBITDA multiple Market comparable Retained interests 48 n/a Discounted cash flow New issue price Discount rate Earnings multiple Price equivalent Prepayment and liquidation rates 100 1 5.3x 98 100 23 25x 98 – 10 % % % % Other financial assets designated at fair value through profit or loss 5 n/a Market comparable Bond price equivalent 105 105 points Derivatives Interest rate contracts Foreign exchange contracts Credit contracts Equity contracts – 16 – 81 14 Swaption model Currency specific volatility Option model Currency specific volatility – Discounted cash flow Credit spread 188 18 % % 103 bps3 1,033 1,537 Option model 8 6 5 14 (40) – 11 (45) 34 – (45) – 10 8 85 17 11 80 (25) 46 98 18 11 68 188 Price correlation Quanto correlation Dividend yield Equity volatility Quanto correlation Swaption correlation Price correlation Quanto correlation Dividend yield Equity volatility Currency specific volatility Commodity contracts 2 6 Option model Trading deposits n/a 1,631 Option model Swaption model Other financial liabilities designated at fair value through profit or loss Obligations related to securities sold short n/a 8 Option model Funding ratio 3 72 n/a 34 Market comparable New issue price 100 100 1 Not applicable. 2 As at October 31, 2014, common shares exclude the fair value of Federal Reserve Stock and Federal Home Loan Bank stock of $972 million (October 31, 2013 – $930 million) which are redeemable by the issuer at cost which approximates fair value. These securities cannot be traded in the market hence these securities have not been subjected to the sensitivity analysis. 3 Basis points. % % % % % % % % % % % % % 151 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following table summarizes the potential effect of using reason- ably possible alternative assumptions for financial assets and financial liabilities held, as at October 31, that are classified in Level 3 of the fair value hierarchy. For interest rate derivatives, the Bank performed a sensitivity analysis on the unobservable implied volatility. For credit derivatives, sensitivity was calculated on unobservable credit spreads using assumptions derived from the underlying bond position credit spreads. For equity derivatives, the sensitivity was calculated by using reasonably possible alternative assumptions by shocking dividends by 5%, correlation by 10%, or the price of the underlying equity instru- ment by 10% and volatility from (13)% to 33%. For trading deposits, the sensitivity was calculated by varying unobservable inputs which may include volatility, credit spreads, and correlation. Sensitivity Analysis of Level 3 Financial Assets and Liabilities (millions of Canadian dollars) FINANCIAL ASSETS Trading loans, securities, and other Equity securities Common shares Preferred shares Retained interests Derivatives Interest rate contracts Foreign exchange contracts Equity contracts Available-for-sale securities Government and government related securities Other OECD government guaranteed debt Other debt securities Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading FINANCIAL LIABILITIES Trading deposits Derivatives Interest rate contracts Equity contracts Other financial liabilities designated at fair value through profit or loss Total The best evidence of a financial instrument’s fair value at initial recog- nition is its transaction price unless the fair value of the instrument is evidenced by comparison with other observable current market transactions in the same instrument (that is, without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. Consequently, the differ- ence between the fair value using other observable current market transactions or a valuation technique and the transaction price results in an unrealized gain or loss at initial recognition. The difference between the transaction price at initial recognition and the value determined at that date using a valuation technique is not recognized in income until the non-observable inputs in the valuation technique used to value the instruments become observable. The following table summarizes the aggregate difference yet to be recognized in net income due to the difference between the transac- tion price and the amount determined using valuation techniques with non-observable market inputs at initial recognition. 152 October 31, 2014 Impact to net assets As at October 31, 2013 Impact to net assets Decrease in fair value Increase in fair value Decrease in fair value Increase in fair value $ – – 3 3 – – 21 21 – 2 54 8 4 68 $ – – – – – – 22 22 – – 20 8 4 32 $ 1 – 5 6 – – 30 30 1 2 45 7 4 59 $ 1 – 2 3 – – 35 35 1 – 18 7 4 30 6 10 5 9 20 32 52 1 $ 151 16 31 47 1 $ 112 23 49 72 2 $ 174 17 42 59 2 $ 138 (millions of Canadian dollars) For the years ended October 31 Balance as at beginning of year New transactions Recognized in the Consolidated Statement of Income during the year Balance as at end of year 2014 $ 41 44 (52) $ 33 2013 $ 48 32 (39) $ 41 FINANCIAL ASSETS AND LIABILITIES DESIGNATED AT FAIR VALUE Loans Designated at Fair Value through Profit or Loss Certain business and government loans held within a trading portfolio or economically hedged with derivatives are designated at fair value through profit or loss if the relevant criteria are met. The fair value of loans designated at fair value through profit or loss was $5 million as at October 31, 2014 (October 31, 2013 – $9 million), which represents their maximum credit exposure. These loans are managed within risk limits that have been approved by the Bank’s risk management group and are hedged for credit risk with credit derivatives. TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Securities Designated at Fair Value through Profit or Loss Certain securities that support insurance reserves within certain of the Bank’s insurance subsidiaries have been designated at fair value through profit or loss. The actuarial valuation of the insurance reserve is measured using a discount factor which is based on the yield of the supporting invested assets, with changes in the discount factor being recognized in the Consolidated Statement of Income. By desig- nating the securities at fair value through profit or loss, the unrealized gain or loss on the securities is recognized in the Consolidated Statement of Income in the same period as a portion of the income or loss resulting from changes to the discount rate used to value the insurance liabilities. In addition, certain government and government-insured securities have been combined with derivatives to form economic hedging rela- tionships. These securities are being held as part of the Bank’s overall interest rate risk management strategy and have been designated at fair value through profit or loss. The derivatives are carried at fair value, with the change in fair value recognized in non-interest income. Securitization Liabilities at Fair Value Securitization liabilities at fair value include securitization liabilities classified as trading and those designated at fair value through profit or loss. The fair value of a financial liability incorporates the credit risk of that financial liability. The holders of the securitization liabilities are not exposed to credit risk of the Bank and accordingly, changes in the Bank’s own credit does not impact the determination of fair value. The amount that the Bank would be contractually required to pay at maturity for all securitization liabilities designated at fair value through profit or loss was $8 million less than the carrying amount as at October 31, 2014 (October 31, 2013 – $123 million less than the carrying amount). Other Liabilities Designated at Fair Value through Profit or Loss Certain deposits and loan commitments issued to customers to provide a mortgage at a fixed rate have been designated at fair value through profit or loss. These deposits and commitments are economi- cally hedged with derivatives and other financial instruments where the changes in fair value are recognized in non-interest income. The designation of these deposits and loan commitments at fair value through profit or loss eliminates an accounting mismatch that would otherwise arise. The amount the Bank would be contractually required to pay at maturity for the deposits designated at fair value through profit or loss was $48 million less than the carrying amount as at October 31, 2014 (October 31, 2013 – nil). As at October 31, 2014, the fair value of deposits designated at fair value through profit or loss includes $5 million of the Bank’s own credit risk (October 31, 2013 – nil). Due to the short-term nature of these loan commitments, changes in the Bank’s own credit do not have a significant impact on the determination of fair value. Income (Loss) from Changes in Fair Value of Financial Assets and Liabilities Designated at Fair Value through Profit or Loss During the year ended October 31, 2014, the income (loss) representing net changes in the fair value of financial assets and liabilities designated at fair value through profit or loss was $55 million (2013 – $(129) million). Fair Value Hierarchy for Assets and Liabilities not carried at Fair Value The following table presents the levels within the fair value hierarchy for each of the assets and liabilities not carried at fair value as at October 31, 2014, but for which fair value is disclosed. Fair Value Hierarchy for Assets and Liabilities not carried at Fair Value (millions of Canadian dollars) ASSETS Cash and due from banks Interest-bearing deposits with banks Held-to-maturity securities Government and government-related securities Other debt securities Total held-to-maturity securities Securities purchased under reverse repurchase agreements Loans Debt securities classified as loans Total Loans Other Customers’ liability under acceptances Amounts receivables from brokers, dealers, and clients Other assets Total Assets with fair value disclosures LIABILITIES Deposits Acceptances Obligations related to securities sold under repurchase agreements Securitization liabilities at amortized cost Amounts payable to brokers, dealers, and clients Other liabilities Subordinated notes and debentures Total liabilities with fair value disclosures Level 1 Level 2 Level 3 Total As at October 31, 2014 $ 2,781 – $ – 43,773 $ – – $ 2,781 43,773 – – – – – – – 34,371 22,955 57,326 66,877 189,331 984 190,315 – – – – 290,983 1,746 292,729 34,371 22,955 57,326 66,877 480,314 2,730 483,044 – – – $ 2,781 13,080 9,319 3,121 $ 383,811 – – 469 $ 293,198 13,080 9,319 3,590 $ 679,790 $ $ – – – – – – – – $ 601,705 13,080 37,345 25,271 10,384 9,204 8,358 $ 705,347 $ $ – – – – – 754 – 754 $ 601,705 13,080 37,345 25,271 10,384 9,958 8,358 $ 706,101 153 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 6 OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES The Bank enters into netting agreements with counterparties (such as clearing houses) to manage the credit risks associated primarily with repurchase and reverse repurchase transactions, securities borrowing and lending, and over-the-counter and exchange-traded derivatives. These netting agreements and similar arrangements generally allow the counterparties to set-off liabilities against available assets received. The right to set-off is a legal right to settle or otherwise eliminate all or a portion of an amount due by applying against that amount an amount receivable from the other party. These agreements effectively reduce the Bank’s credit exposure by what it would have been if those same counterparties were liable for the gross exposure on the same underlying contracts. Netting arrangements are typically constituted by a master netting agreement which specifies the general terms of the agreement between the counterparties, including information on the basis of the netting calculation, types of collateral, and the definition of default and other termination events for transactions executed under the agreement. The master netting agreements contain the terms and conditions by which all (or as many as possible) relevant transactions between the counterparties are governed. Multiple individual transac- tions are subsumed under this general master netting agreement, forming a single legal contract under which the counterparties conduct their relevant mutual business. In addition to the mitigation of credit risk, placing individual transactions under a single master netting agreement that provides for netting of transactions in scope also helps to mitigate settlement risks associated with transacting in multiple jurisdictions or across multiple contracts. These arrangements include clearing agreements, global master repurchase agreements, and global master securities lending agreements. (millions of Canadian dollars) In the normal course of business, the Bank enters into numerous contracts to buy and sell goods and services from various suppliers. Some of these contracts may have netting provisions that allow for the offset of various trade payables and receivables in the event of default of one of the parties. While these are not disclosed in the following table, the gross amount of all payables and receivables to and from the Bank’s vendors is disclosed in the Other assets note in accounts receivable and other items and in the Other liabilities note in accounts payable, accrued expenses, and other items. The Bank also enters into regular way purchases and sales of stocks and bonds. Some of these transactions may have netting provisions that allow for the offset of broker payables and broker receivables related to these purchases and sales. While these are not disclosed in the following table, the gross amount of receivables are disclosed in Amounts receivable from brokers, dealers, and clients and payables are disclosed in Amounts payable to brokers, dealers, and clients. The following table provides a summary of the financial assets and liabilities which are subject to enforceable master netting agreements and similar arrangements, including amounts not otherwise set off in the balance sheet, as well as financial collateral received to mitigate credit exposures for these financial assets and liabilities. The gross financial assets and liabilities are reconciled to the net amounts presented within the associated balance sheet line, after giving effect to transactions with the same counterparties that have been offset in the balance sheet. Related amounts and collateral received that are not offset on the balance sheet, but are otherwise subject to the same enforceable netting agreements and similar arrangements, are then presented to arrive at a net amount. As at October 31, 2014 Amounts subject to an enforceable master netting arrangement or similar agreement that are not set-off in the Consolidated Balance Sheet1 Gross amounts of recognized financial instruments before balance sheet netting Gross amounts of recognized financial instruments set-off in the Consolidated Balance Sheet Net amount of financial instruments presented in the Consolidated Balance Sheet Amounts subject to an enforceable master netting agreement Collateral Net Amount FINANCIAL ASSETS Derivatives Securities purchased under reverse repurchase agreements Total Financial Liabilities Derivatives Obligations related to securities sold under repurchase agreements Total FINANCIAL ASSETS Derivatives Securities purchased under reverse repurchase agreements Total Financial Liabilities Derivatives Obligations related to securities sold under repurchase agreements Total $ 69,488 $ 14,125 $ 55,363 $ 39,783 $ 8,278 $ 7,302 94,877 164,365 19,846 33,971 75,031 130,394 64,901 14,125 50,776 65,433 $ 130,334 19,846 $ 33,971 45,587 $ 96,363 6,828 46,611 39,783 6,828 $ 46,611 68,127 76,405 76 7,378 6,353 4,640 38,757 $ 45,110 2 $ 4,642 October 31, 2013 $ 60,326 $ 10,865 $ 49,461 $ 37,919 $ 5,609 $ 5,933 84,192 144,518 19,909 30,774 64,283 113,744 60,336 10,865 49,471 54,323 $ 114,659 19,909 $ 30,774 34,414 $ 83,885 7,134 45,053 37,919 7,134 $ 45,053 57,085 62,694 64 5,997 6,250 5,302 27,279 $ 33,529 1 $ 5,303 1 Excess collateral as a result of overcollateralization has not been reflected in the table. 154 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 7 SECURITIES Reclassification of Certain Debt Securities – Trading to Available-for-Sale During 2008, the Bank changed its trading strategy with respect to certain debt securities as a result of deterioration in markets and severe dislocation in the credit market. These debt securities were initially recorded as trading securities measured at fair value with any changes in fair value as well as any gains or losses realized on disposal recognized in Trading income. Since the Bank no longer intended to actively trade in these debt securities, the Bank reclassified these debt securities from trading to available-for-sale effective August 1, 2008. The fair value of the reclassified debt securities was $646 million as at October 31, 2014 (October 31, 2013 – $905 million). For the year ended October 31, 2014, net interest income of $41 million after tax (October 31, 2013 – $62 million after tax) was recorded relating to the reclassified debt securities. The decrease in fair value of these securities during the year ended October 31, 2014, of $18 million after tax (October 31, 2013 – decrease of $25 million after tax) was recorded in other comprehensive income. Had the Bank not reclassified these debt securities, the change in the fair value of these debt securities would have been included as part of trading income, the impact of which would have resulted in a decrease in net income for the year ended October 31, 2014, of $18 million after tax (October 31, 2013 – decrease of $25 million after tax). During the year ended October 31, 2014, reclassified debt securities with a fair value of $331 million (October 31, 2013 – $420 million) were sold or matured, and $17 million after tax (October 31, 2013 – $28 million after tax) was recorded in net securities gains during the year ended October 31, 2014. Reclassification of Certain Debt Securities – Available-for-Sale to Held-to-Maturity The Bank has reclassified certain debt securities from available-for-sale to held-to-maturity. For these debt securities, the Bank’s strategy is to earn the yield to maturity to aid in prudent capital management under Basel III. These debt securities were previously recorded at fair value, with changes in fair value recognized in other comprehensive income. Subsequent to the date of reclassification, the net unrealized gain or loss recognized in accumulated other comprehensive income is amortized to interest income over the remaining life of the reclassi- fied debt securities using the EIRM. The reclassifications are non-cash transactions that are excluded from the Consolidated Statement of Cash Flows. The Bank has completed the following reclassifications: (millions of Canadian dollars, except as noted) October 31, 2014 October 31, 2013 As at the reclassification date Reclassification Date March 1, 2013 September 23, 2013 November 1, 20131 Amount reclassified $ 11,084 9,854 21,597 Fair Value $ 6,845 9,790 21,949 Carrying Value $ 6,805 9,728 21,863 Fair Value $ 9,405 9,978 – Carrying Value $ 9,398 9,941 – Weighted-Average Effective Interest Rate 1.8% 1.9 1.1 Undiscounted Recoverable Cash Flows $ 11,341 10,742 24,519 1 The change in fair value of these securities recorded in other comprehensive income for the year ended October 31, 2014 was nil (October 31, 2013 – decrease of $163 million). Had the Bank not reclassified these debt securities, the change in the fair value recognized in other comprehensive income for these debt securities would have been an increase of $53 million during the year ended October 31, 2014 (October 31, 2013 – a decrease of $44 million). After the reclassification, the debt securities contributed the following amounts to net income: (millions of Canadian dollars) Net interest income1 Net income before income taxes Provision for (recovery of) income taxes Net income For the years ended October 31 October 31 2013 2014 $ 541 541 192 $ 349 $ 138 138 37 $ 101 1 Includes amortization of the net unrealized gains of $86 million during the year ended October 31, 2014 (October 31, 2013 – $85 million) associated with these reclassified held-to-maturity securities, that is presented as Reclassifications to earnings of net losses (gains) in respect of available-for-sale securities on the Consolidated Statement of Comprehensive Income. The impact of this amortization on net interest income is offset by the amortization of the corresponding net reclassification premium on these debt securities. 155 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Remaining Terms to Maturities of Securities The remaining terms to contractual maturities of the securities held by the Bank are shown on the following table. Securities Maturity Schedule (millions of Canadian dollars) Within 1 year Over 1 year to 3 years Over 3 years to 5 years As at October 31 October 31 2013 2014 Remaining terms to maturities1 Over 5 years to Over 10 10 years With no specific years maturity Total Total Trading securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government-guaranteed debt Mortgage-backed securities Residential Commercial Other debt securities Canadian issuers Other issuers Equity securities Common shares Preferred shares Retained interests Total trading securities Available-for-sale securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government-guaranteed debt Mortgage-backed securities Other debt securities Asset-backed securities Non-agency collateralized mortgage obligation portfolio Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading Total available-for-sale securities Held-to-maturity securities Government and government-related securities Canadian government debt Federal U.S. federal, state, municipal governments, and agencies debt Other OECD government guaranteed debt Other debt securities Asset-backed securities Non-agency collateralized mortgage obligation portfolio Other issuers Total held-to-maturity securities Total securities $ 2,489 $ 3,219 $ 1,777 $ 2,969 $ 2,077 $ 397 1,945 1,652 807 653 – $ 12,531 $ 13,212 4,519 – 5,454 1,093 2,025 2,617 481 1,323 317 2,507 449 1,158 155 – – 8,698 11,355 2,685 3,427 482 14 8,048 176 16 7,162 55 9 3,878 – 31 6,763 – 6 5,048 1,022 713 – – 68 76 – 30,899 32,861 384 2,986 3,370 858 1,727 2,585 633 798 1,431 565 568 1,133 385 115 500 – – – 2,825 6,194 9,019 2,948 6,680 9,628 – – – 4 45,871 45,871 45,687 – 64 – – 45,911 45,911 45,751 67 $ 11,422 $ 9,751 $ 5,312 $ 7,920 $ 5,561 $ 45,911 $ 85,877 $ 88,307 – – – 24 – – – 3 – – – 4 40 40 13 48 – $ 2,220 $ 655 718 $ 4,694 $ 741 1,876 1,264 752 $ 20 $ 9 – $ 8,404 $ 9,329 2,588 – 4,545 1,642 1,171 – 5,688 1,047 578 787 441 1,165 2,519 3,871 10,695 2,567 408 – 4,991 6,433 – – 6,462 – 12,130 15,176 7,994 – – 2,810 – 31,707 37,897 3,322 3,306 1,004 – 1,542 2,546 4,168 – 3,154 7,322 2,756 – 2,830 5,586 6,480 – 428 6,908 4,495 1,722 145 6,362 – 18,903 29,320 963 – – 8,653 – 28,724 38,936 1,722 8,099 – – – 112 1,640 166 1,806 905 $ 8,346 $ 11,429 $ 16,312 $ 12,102 $ 12,888 $ 1,931 $ 63,008 $ 79,544 1,760 171 1,931 – 1,760 171 1,931 646 – – – 236 – – – 203 – – – 31 – – – 64 $ – $ – $ – $ – $ – $ – $ – $ 259 – 2,677 2,677 281 8,226 8,507 4,822 4,424 9,246 9,465 – 9,465 4,224 – 4,224 – 18,792 12,551 – 15,327 13,080 – 34,119 25,890 – – 833 833 345 – 1,191 1,536 6,001 4,670 610 – – 2,291 6,611 6,961 3,510 10,043 16,207 16,382 10,835 1,239 – 17,933 610 – – 2,832 4,315 – – 22,858 4,071 – 56,977 29,961 $ 23,278 $ 31,223 $ 37,831 $ 36,404 $ 29,284 $ 47,842 $ 205,862 $ 197,812 6,917 – – 6,917 1 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 156 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Unrealized Securities Gains (Losses) The following table summarizes the unrealized gains and losses as at October 31, 2014, and October 31, 2013. Unrealized Securities Gains (Losses) (millions of Canadian dollars) October 31, 2014 As at October 31, 2013 Cost/ Gross amortized unrealized unrealized (losses) Gross gains cost1 Cost/ Gross Fair amortized unrealized unrealized (losses) Gross gains cost1 value Fair value Available-for-sale securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government guaranteed debt Mortgage-backed securities Other debt securities Asset-backed securities Non-agency collateralized mortgage obligation portfolio Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading Total available-for-sale securities Held-to-maturity securities Government and government-related securities Canadian government debt Federal U.S. federal, state, municipal governments, and agencies debt Other OECD government guaranteed debt Other debt securities Asset-backed securities Non-agency collateralized mortgage obligation portfolio Other issuers Total held-to-maturity securities Total securities 1 Includes the foreign exchange translation of amortized cost balances at the period-end spot rate. $ $ 8,355 $ 4,518 11,950 3,313 3,256 31,392 50 29 208 11 50 348 (1) $ 8,404 $ 9,301 $ (2) 4,545 (28) 12,130 3,322 3,306 (33) 31,707 (2) – 2,569 14,971 7,978 2,791 37,610 32 21 269 23 22 367 $ (4) $ 9,329 2,588 (2) 15,176 (64) 7,994 (7) 2,810 (3) 37,897 (80) 18,831 1,713 8,008 28,552 84 9 117 210 (12) 18,903 1,722 – (26) 8,099 (38) 28,724 29,252 948 8,471 38,671 136 15 206 357 (68) – (24) (92) 29,320 963 8,653 38,936 1,642 153 1,795 596 131 18 149 55 $ 62,335 $ 762 (13) – (13) (5) 108 15 123 86 $ (89) $ 63,008 $ 78,828 $ 933 1,560 152 1,712 835 1,760 171 1,931 646 (28) (1) (29) (16) 1,640 166 1,806 905 $ (217) $ 79,544 – $ $ 18,792 15,327 34,119 – 143 167 310 $ – $ – $ 259 $ (56) 18,879 (2) 15,492 (58) 34,371 12,551 13,080 25,890 $ – 44 29 73 (82) (6) (88) – $ 259 12,513 13,103 25,875 85 17,933 – 610 38 4,315 123 22,858 56,977 433 $ 119,312 $ 1,195 (4) 18,014 (4) 606 4,335 (18) (26) 22,955 (84) 57,326 8 – 9 17 90 $ (173) $ 120,334 $ 108,789 $ 1,023 1,239 – 2,832 4,071 29,961 1,247 – – – 2,828 (13) 4,075 (13) (101) 29,950 $ (318) $ 109,494 157 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS In the following table, unrealized losses for available-for-sale securities are categorized as “12 months or longer” if for each of the consecutive twelve months preceding October 31, 2014, and October 31, 2013, the fair value of the securities was less than the amortized cost. If not, they have been categorized as “Less than 12 months”. Unrealized Loss Positions for Available-for-Sale Securities1 (millions of Canadian dollars) Available-for-sale securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state and municipal governments, and agencies debt Other OECD government-guaranteed debt Mortgage-backed securities Residential Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading Total Available-for-sale securities Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state and municipal governments, and agencies debt Other OECD government-guaranteed debt Mortgage-backed securities Residential Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares Debt securities reclassified from trading Total 1 Certain comparative amounts have been restated to conform with the presentation adopted in the current period. Net Securities Gains (Losses) (millions of Canadian dollars) Net realized gains (losses) Available-for-sale securities Impairment losses Available-for-sale securities1 Total 1 None of the impairment losses for the years ended October 31, 2014, or 2013 related to debt securities in the reclassified portfolio as described in the “Reclassification of Certain Debt Securities – Trading to Available-for-Sale” section of the Note. 158 As at October 31, 2014 Less than 12 months 12 months or longer Total Gross Fair unrealized losses value Gross Fair unrealized losses value Gross Fair unrealized losses value $ 954 1,166 1,932 – $ 1 2 11 – $ – – 1,033 135 $ – $ – 17 2 954 1,166 2,965 135 – 4,052 – 14 – 1,168 – 19 – 5,220 3,616 2,316 5,932 6 14 20 698 153 851 6 12 18 4,314 2,469 6,783 32 – 32 – $ 10,016 13 – 13 – $ 47 – – – 59 $ 2,078 32 – – – 32 – 5 59 $ 42 $ 12,094 $ 1 2 28 2 – 33 12 26 38 13 – 13 5 $ 89 October 31, 2013 $ 3,430 377 2,978 1,622 $ $ 4 1 50 6 – 70 706 312 $ – $ 3,430 447 3,684 1,934 1 14 1 875 9,282 3 64 – 1,088 – 16 875 10,370 8,465 1,622 10,087 44 11 55 648 346 994 24 13 37 9,113 1,968 11,081 $ 4 2 64 7 3 80 68 24 92 59 115 174 – $ 19,543 14 1 15 – $ 134 22 – 22 85 $ 2,189 81 14 115 – 196 14 16 85 $ 83 $ 21,732 28 1 29 16 $ 217 For the years ended October 31 2014 2013 2012 $ 183 $ 312 $ 423 (10) $ 173 (8) $ 304 (50) $ 373 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 8 LOANS, IMPAIRED LOANS, AND ALLOWANCE FOR CREDIT LOSSES The following table presents the Bank’s loans, impaired loans, and related allowances for credit losses. Loans, Impaired Loans, and Allowance for Credit Losses (millions of Canadian dollars) Neither past due nor impaired Past due but not impaired $ 195,466 $ 2,242 5,406 116,971 1,694 23,576 128,242 1,201 $ 464,255 $ 10,543 $ 182,169 $ 2,459 5,648 112,528 1,299 20,620 112,779 1,354 $ 428,096 $ 10,760 Residential mortgages2,3,4 Consumer instalment and other personal5 Credit card Business and government2,3,4 Debt securities classified as loans Acquired credit-impaired loans Total Residential mortgages2,3,4 Consumer instalment and other personal5 Credit card Business and government2,3,4 Debt securities classified as loans Acquired credit-impaired loans Total Gross Loans Allowance for loan losses1 As at October 31, 2014 Individually Counter- insignificant impaired Incurred Total but not allowance for loan losses identified loans credit losses party specific Net loans Impaired Total $ 752 $ 198,460 853 123,230 294 25,564 832 130,275 $ 2,731 $ 477,529 2,695 1,713 $ 481,937 $ 706 $ 185,334 737 118,913 269 22,188 980 115,113 $ 2,692 $ 441,548 3,744 2,485 $ 447,777 $ – – – 134 $ 134 213 8 $ 355 $ – – – 151 $ 151 173 24 $ 348 $ 22 110 199 22 $ 353 – 89 $ 442 $ 22 118 128 30 $ 298 – 93 $ 391 $ 48 577 801 746 $ 2,172 59 – $ 2,231 $ 65 541 714 698 $ 2,018 98 – $ 2,116 $ 70 $ 198,390 687 122,543 1,000 24,564 902 129,373 $ 2,659 $ 474,870 2,423 1,616 $ 3,028 $ 478,909 272 97 October 31, 2013 $ 87 $ 185,247 659 118,254 842 21,346 879 114,234 $ 2,467 $ 439,081 3,473 2,368 $ 2,855 $ 444,922 271 117 1 Excludes allowance for off-balance sheet positions. 2 Excludes trading loans with a fair value of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion) and amortized cost of $10 billion as at October 31, 2014 (October 31, 2013 – $10 billion), and loans designated at fair value through profit or loss of $5 million as at October 31, 2014 (October 31, 2013 – $9 million). No allowance is recorded for trading loans or loans designated at fair value through profit or loss. 3 Includes insured mortgages of $131 billion as at October 31, 2014 (October 31, 2013 – $130 billion). RENEGOTIATED LOANS In cases where a borrower experiences financial difficulties, the Bank may grant certain concessionary modifications to the terms and conditions of a loan. Modifications may include payment deferrals, extension of amortization periods, rate reductions, principal forgive- ness, debt consolidation, forbearance, and other modifications intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. The Bank has policies in place to determine the appropriate remediation strategy based on the individual borrower. If the modified loan’s estimated realizable value, discounted at the original loan’s effective interest rate, has decreased as a result of the modification, additional impairment is recorded. Once modified, if a loan was classified as impaired prior to the modification, the loan is generally assessed for impairment consistent with the Bank’s existing policies for impairment. 4 As at October 31, 2014, impaired loans with a balance of $435 million did not have a related allowance for loan losses (October 31, 2013 – $497 million). An allowance was not required for these loans as the balance relates to loans that are insured or loans where the realizable value of the collateral exceeded the loan amount. 5 Includes Canadian government-insured real estate personal loans of $24 billion as at October 31, 2014 (October 31, 2013 – $27 billion). FORECLOSED ASSETS 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 $180 million as at October 31, 2014 (October 31, 2013 – $233 million) and were recorded in Other assets on the Consolidated Balance Sheet. 159 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Unpaid principal balance2 $ 807 977 294 978 $ 3,056 Carrying value $ 752 853 294 832 $ 2,731 $ 759 834 269 1,179 $ 3,041 $ 706 737 269 980 $ 2,692 As at October 31, 2014 Related allowance for credit losses $ 22 110 199 156 $ 487 Average gross impaired loans $ 740 796 292 910 $ 2,738 October 31, 2013 $ 22 118 128 181 $ 449 $ 697 709 228 968 $ 2,602 The following table presents information related to the Bank’s impaired loans. Impaired Loans1 (millions of Canadian dollars) Residential mortgages Consumer instalment and other personal Credit card Business and government Total Residential mortgages Consumer instalment and other personal Credit card Business and government Total 1 Excludes ACI loans and debt securities classified as loans. 2 Represents contractual amount of principal owed. The changes in the Bank’s allowance for credit losses for the years ended October 31 are shown in the following tables. Allowance for Credit Losses (millions of Canadian dollars) Balance as at November 1 2013 Provision for credit losses Counterparty-specific allowance Business and government Debt securities classified as loans Total counterparty-specific allowance excluding acquired $ 151 173 $ Write-offs Recoveries Disposals $ (144) (5) $ 72 – $ – – credit-impaired loans Acquired credit-impaired loans1,2 Total counterparty-specific allowance Collectively assessed allowance for individually insignificant impaired loans Residential mortgages Consumer instalment and other personal Credit card Business and government Total collectively assessed allowance for individually insignificant impaired loans excluding acquired credit-impaired loans Acquired credit-impaired loans1,2 Total collectively assessed allowance for individually insignificant impaired loans Collectively assessed allowance for incurred but not identified credit losses Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total collectively assessed allowance for incurred but not identified credit losses Allowance for credit losses Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total allowance for credit losses excluding acquired credit-impaired loans Acquired credit-impaired loans1,2 Total allowance for credit losses Less: Allowance for off-balance sheet positions3 Allowance for loan losses 68 31 99 (7) 92 23 557 771 36 (149) (3) (152) (38) (808) (870) (82) 324 24 348 22 118 128 30 72 4 76 15 240 169 30 454 3 298 93 1,387 5 (1,798) (17) 391 1,392 (1,815) 457 65 565 767 833 98 2,328 87 683 895 1,014 271 2,950 117 3,067 212 $ 2,855 (19) 14 138 (13) (47) 73 4 571 909 91 (16) – – – – – – (38) (808) (870) (226) (5) 1,559 (2) 1,557 54 $ 1,503 (1,947) (20) (1,967) – $ (1,967) – – – – – – 15 240 169 102 – 526 7 533 – $ 533 Foreign exchange and other adjustments Balance as at October 31 2014 $ (13) 14 1 (10) (9) – 3 1 8 12 5 17 2 23 19 52 8 $ 134 213 347 8 355 22 110 199 22 353 89 442 48 602 924 872 59 104 2,505 2 26 20 47 22 117 (5) 112 8 $ 104 70 712 1,123 1,028 272 3,205 97 3,302 274 $ 3,028 – – – – – – – – – – – – – – – – – – – – – – – – – $ – 1 Includes all FDIC covered loans and other ACI loans. 2 Other adjustments are required as a result of the accounting for FDIC covered loans. For additional information, see the “FDIC Covered Loans” section in this Note. 3 The allowance for credit losses for off-balance sheet positions is recorded in Other liabilities on the Consolidated Balance Sheet. 160 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Allowance for Credit Losses (millions of Canadian dollars) Balance as at November 1 2012 Provision for credit losses Write-offs Recoveries Disposals Foreign exchange and other adjustments $ 170 185 $ 159 13 $ (208) (11) $ 41 – $ – (22) Counterparty-specific allowance Business and government Debt securities classified as loans Total counterparty-specific allowance excluding acquired credit-impaired loans Acquired credit-impaired loans1,2 Total counterparty-specific allowance Collectively assessed allowance for individually insignificant impaired loans Residential mortgages Consumer instalment and other personal Credit card Business and government Total collectively assessed allowance for individually insignificant impaired loans excluding acquired credit-impaired loans Acquired credit-impaired loans1,2 Total collectively assessed allowance for individually 355 31 386 27 118 83 22 172 13 185 27 638 536 59 (219) (14) (233) (53) (822) (599) (87) 250 67 1,260 36 (1,561) (24) 41 5 46 20 182 106 36 344 4 insignificant impaired loans 317 1,296 (1,585) 348 Collectively assessed allowance for incurred but not identified credit losses Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total collectively assessed allowance for incurred but not identified credit losses Allowance for credit losses Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total allowance for credit losses excluding acquired credit-impaired loans Acquired credit-impaired loans1,2 Total allowance for credit losses Less: Allowance for off-balance sheet positions3 Allowance for loan losses 50 452 671 824 155 2,152 77 570 754 1,016 340 2,757 98 2,855 211 $ 2,644 14 106 91 (16) (45) 150 41 744 627 202 (32) – – – – – – (53) (822) (599) (295) (11) 1,582 49 1,631 (2) $ 1,633 (1,780) (38) (1,818) – $ (1,818) – – – – – – 20 182 106 77 – 385 9 394 – $ 394 (22) – (22) – – – – – – – – – – – (19) (19) – – – – (41) (41) – (41) – $ (41) Balance as at October 31 2013 $ 151 173 324 24 348 22 118 128 30 298 93 391 65 565 767 833 98 $ (11) 8 (3) (11) (14) 1 2 2 – 5 10 15 1 7 5 25 7 45 2,328 2 9 7 14 15 47 (1) 46 3 $ 43 87 683 895 1,014 271 2,950 117 3,067 212 $ 2,855 1 Includes all FDIC covered loans and other ACI loans. 2 Other adjustments are required as a result of the accounting for FDIC covered loans. For additional information, see the “FDIC Covered Loans” section in this Note. 3 The allowance for credit losses for off-balance sheet positions is recorded in Other liabilities on the Consolidated Balance Sheet. 161 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS LOANS PAST DUE BUT NOT IMPAIRED 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 contractually past due but not impaired as at October 31. U.S. Retail may grant a grace period of up to 15 days. As at October 31, 2014, there were $2 billion (October 31, 2013 – $2 billion) of U.S. Retail loans that were up to 15 days past due and are included in the 1-30 days category in the following tables. Loans Past Due but not Impaired1 (millions of Canadian dollars) Residential mortgages Consumer instalment and other personal Credit card Business and government Total Residential mortgages Consumer instalment and other personal Credit card Business and government Total 1 Excludes all ACI loans and debt securities classified as loans. Collateral As at October 31, 2014, the fair value of financial collateral held against loans that were past due but not impaired was $155 million (October 31, 2013 – $172 million). In addition, the Bank also holds non-financial collateral as security for loans. The fair value of non- financial collateral is determined at the origination date of the loan. A revaluation of non-financial collateral is performed if there has been a significant change in the terms and conditions of the loan and/or the loan is considered impaired. Management considers the nature of the collateral, seniority ranking of the debt, and loan structure in assessing the value of collateral. These estimated cash flows are reviewed at least annually, or more frequently when new information indicates a change in the timing or amount expected to be received. GROSS IMPAIRED DEBT SECURITIES CLASSIFIED AS LOANS As at October 31, 2014, impaired loans exclude $1.2 billion (October 31, 2013 – $1.2 billion) of gross impaired debt securities classified as loans. Subsequent to any recorded impairment, interest income continues to be recognized using the EIRM which was used to discount the future cash flows for the purpose of measuring the credit loss. ACQUIRED CREDIT-IMPAIRED LOANS ACI loans are comprised of commercial, retail and FDIC covered loans, from the acquisitions of South Financial, FDIC-assisted, Chrysler Financial, and the credit card portfolios of MBNA Canada (MBNA), Target Corporation (Target), and Aeroplan, and had outstanding unpaid principal balances of $6.3 billion, $2.1 billion, $874 million, $327 million, $143 million, and $32 million, respectively, and fair values of $5.6 billion, $1.9 billion, $794 million, $129 million, $85 million, and $10 million, respectively, at the acquisition dates. 162 1-30 days $ 1,406 4,577 1,254 1,041 $ 8,278 $ 1,560 4,770 956 974 $ 8,260 31-60 days $ 724 666 279 107 $ 1,776 $ 785 695 216 325 $ 2,021 Acquired Credit-Impaired Loans (millions of Canadian dollars) As at October 31, 2014 61-89 days $ 112 163 161 53 $ 489 Total $ 2,242 5,406 1,694 1,201 $ 10,543 October 31, 2013 $ 114 183 127 55 $ 479 $ 2,459 5,648 1,299 1,354 $ 10,760 As at October 31 October 31 2013 2014 FDIC-assisted acquisitions Unpaid principal balance1 Credit related fair value adjustments2 Interest rate and other related premium/(discount) Carrying value Counterparty-specific allowance3 Allowance for individually insignificant impaired loans3 Carrying value net of related allowance – $ 699 (18) (21) 660 (2) (49) $ 836 (27) (22) 787 (5) (55) FDIC-assisted acquisitions4 609 727 South Financial Unpaid principal balance1 Credit related fair value adjustments2 Interest rate and other related premium/(discount) Carrying value Counterparty-specific allowance3 Allowance for individually insignificant impaired loans3 Carrying value net of related allowance – South Financial Other5 Unpaid principal balance1 Credit related fair value adjustments2 Carrying value Allowance for individually insignificant impaired loans3 Carrying value net of related allowance – Other Total carrying value net of related allowance – 1,090 (19) (25) 1,046 (6) (40) 1,000 36 (29) 7 – 7 1,700 (33) (48) 1,619 (19) (38) 1,562 105 (26) 79 – 79 Acquired credit-impaired loans $ 1,616 $ 2,368 1 Represents contractual amount owed net of charge-offs since the acquisition of the loan. 2 Credit related fair value adjustments include incurred credit losses on acquisition and are not accreted to interest income. 3 Management concluded as part of the Bank’s assessment of the ACI loans that it was probable that higher than estimated principal credit losses would result in a decrease in expected cash flows subsequent to acquisition. As a result, counter- party-specific and individually insignificant allowances have been recognized. 4 Carrying value does not include the effect of the FDIC loss sharing agreement. 5 Includes Chrysler Financial, MBNA, Target, and Aeroplan. FDIC COVERED LOANS As at October 31, 2014, the balance of FDIC covered loans was $660 million (October 31, 2013 – $787 million) and was recorded in Loans on the Consolidated Balance Sheet. As at October 31, 2014, the balance of indemnification assets was $60 million (October 31, 2013 – $81 million) and was recorded in Other assets on the Consolidated Balance Sheet. TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 9 TRANSFERS OF FINANCIAL ASSETS LOAN SECURITIZATIONS The Bank securitizes loans through structured entity or non-structured entity third parties. Most loan securitizations do not qualify for derecog- nition since in certain circumstances, the Bank continues to be exposed to substantially all of the prepayment, interest rate, and/or credit risk associated with the securitized financial assets and has not transferred substantially all of the risk and rewards of ownership of the securitized assets. Where loans do not qualify for derecognition, the loan is not derecognized from the balance sheet, retained interests are not recog- nized, and a securitization liability is recognized for the cash proceeds received. Certain transaction costs incurred are also capitalized and amortized using the EIRM. The Bank securitizes insured residential mortgages under the National Housing Act Mortgage-Backed Securities (NHA MBS) program sponsored by the Canada Mortgage and Housing Corporation (CMHC). The MBS that are created through the NHA MBS program are sold to the Canada Housing Trust (CHT) as part of the Canada Mortgage Bond (CMB) program, sold to third-party investors, or are held by the Bank. The CHT issues CMB to third-party investors and uses resulting proceeds to purchase NHA MBS from the Bank and other mortgage issuers in the Canadian market. Assets purchased by the CHT are comingled in a single trust from which CMB are issued. The Bank continues to be exposed to substantially all of the risks of the underly- ing mortgages, through the retention of a seller swap which transfers principal and interest payment risk on the NHA MBS back to the Bank in return for coupon paid on the CMB issuance. The NHA MBS and sales of NHA MBS into the CHT do not qualify for derecognition as the Bank continues to be exposed to substantially all of the risks of the underlying residential mortgages. The Bank securitizes U.S. originated and purchased residential mort- gages with U.S. government agencies which qualify for derecognition from the Bank’s Consolidated Balance Sheet. As part of the securitiza- tion, the Bank retains the right to service the transferred mortgage loans. The MBS that are created through the securitization are typically sold to third-party investors. The Bank also securitizes personal loans and business and govern- ment loans to entities which may be structured entities. These securiti- zations may give rise to full or partial derecognition of the financial assets depending on the individual arrangement of each transaction. In addition, the Bank transfers financial assets to certain consolidated structured entities. See Note 10, Structured Entities for further details. The following table summarizes the securitized asset types that did not qualify for derecognition, along with their associated securitization liabilities. Financial Assets Not Qualifying for Derecognition Treatment as Part of the Bank’s Securitization Programs (millions of Canadian dollars) As at Nature of transaction Securitization of residential mortgage loans Securitization of business and government loans Other financial assets transferred related to securitization1 Total Associated liabilities2 October 31, 2014 October 31, 2013 Fair value Carrying amount Fair value Carrying amount $ 33,792 2 2,321 $ 36,115 $ (36,469) $ 33,561 2 2,321 $ 35,884 $ (36,158) $ 39,685 21 6,911 $ 46,617 $ (47,824) $ 39,386 21 6,832 $ 46,239 $ (47,552) 1 Includes asset-backed securities, asset-backed commercial paper, cash, repurchase agreements, and Government of Canada securities used to fulfill funding require- ments of the Bank’s securitization structures after the initial securitization of mortgage loans. 2 Includes securitization liabilities carried at amortized cost of $25 billion as at October 31, 2014 (October 31, 2013 – $25 billion) and securitization liabilities carried at fair value of $11 billion as at October 31, 2014 (October 31, 2013 – $22 billion). Other Financial Assets Not Qualifying for Derecognition The Bank enters into certain transactions where it transfers previously recognized financial assets, such as commodities, debt and equity securities, but retains substantially all of the risks and rewards of those assets. These transferred financial assets are not derecognized and the transfers are accounted for as financing transactions. The most common transactions of this nature are repurchase agreements and securities lending agreements, in which the Bank retains substantially all of the associated credit, price, interest rate, and foreign exchange risks and rewards associated with the assets. Other Financial Assets Not Qualifying for Derecognition (millions of Canadian dollars) As at Carrying amount of assets Nature of transaction Repurchase agreements1,2 Securities lending agreements Total Carrying amount of associated liabilities2 October 31 October 31 2014 2013 $ 19,924 $ 16,658 12,827 29,485 10,718 30,642 $ 19,939 $ 16,775 The following table summarizes the carrying amount of financial assets and the associated transactions that did not qualify for derecognition, as well as their associated financial liabilities. 1 Includes $3.8 billion of assets related to precious metals repurchase agreements (October 31, 2013 – $2.2 billion). 2 Associated liabilities are all related to repurchase agreements. 163 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS TRANSFERS OF FINANCIAL ASSETS QUALIFYING FOR DERECOGNITION Transferred financial assets that are derecognized in their entirety but where the Bank has a continuing involvement Continuing involvement may arise if the Bank retains any contractual rights or obligations subsequent to the transfer of financial assets. Certain business and government loans securitized by the Bank are derecognized from the Bank’s Consolidated Balance Sheet. In instances where the Bank fully derecognizes business and government loans, the Bank may be exposed to the risks of transferred loans through a retained interest. As at October 31, 2014, the fair value of retained interests was $44 million (October 31, 2013 – $52 million). There are no expected credit losses on the retained interests of the securitized business and government loans as the mortgages are all government insured. A gain or loss on sale of the loans is recognized immediately in other income after considering the effect of hedge accounting on the assets sold, if applicable. The amount of the gain or loss recognized depends on the previous carrying values of the loans involved in the transfer, allocated between the assets sold and the retained interests based on their relative fair values at the date of transfer. For the year ended October 31, 2014, the trading income recognized on the retained interest was $3 million (October 31, 2013 – $2 million). Certain portfolios of U.S. residential mortgages originated by the Bank are sold and derecognized from the Bank’s Consolidated Balance Sheet. In certain instances, the Bank has a continuing involvement to service those loans. As at October 31, 2014, the carrying value of these servicing rights was $16 million (October 31, 2013 – $17 million) and the fair value was $22 million (October 31, 2013 – $22 million). A gain or loss on sale of the loans is recognized immediately in other income. The gain (loss) on sale of the loans for the year ended October 31, 2014, was $7 million (October 31, 2013 – $41 million). TRANSFER OF DEBT SECURITIES CLASSIFIED AS LOANS During the year ended October 31, 2014, the Bank did not sell any of its non-agency collateralized mortgage obligation securities (October 31, 2013 – sales of $539 million resulting in a gain of $108 million recorded in Other income on the Consolidated Statement of Income). N O T E 1 0 STRUCTURED ENTITIES A structured entity is typically created to accomplish a narrow, well- defined objective and may take the form of a corporation, trust, partnership, or unincorporated entity. The Bank uses structured entities for a variety of purposes including: (1) to facilitate the transfer of specified risks to clients; (2) as financing vehicles for itself or for clients; or (3) to segregate assets on behalf of investors. The Bank is typically restricted from accessing the assets of the structured entity under the relevant arrangements. Legal restrictions often impose limits on the decision-making power that the entity’s governing board, trustee or management have over the economic activities of the entity. Control over structured entities is not typically determined on the basis of voting rights as any such voting rights may not confer substantive power over the key economic activities of the entity. As a result, structured entities are consolidated when the substance of the relationship between the Bank and the entity indicates that the entity is controlled by the Bank, in accordance with the Bank’s accounting policy. The Bank is involved with structured entities that it sponsors as well as entities sponsored by third-parties. Factors assessed when determining if the Bank is the sponsor of a structured entity include whether the Bank is the predominant user of the entity; whether the entity’s branding or marketing identity is linked with the Bank; and whether the Bank provides an implicit or explicit guarantee of the entity’s performance to investors or other third parties. The Bank is not considered to be the sponsor of a structured entity if it only provides arm’s-length services to the entity, for example, by acting as administrator, distributor, custodian, or loan servicer. Sponsorship of a structured entity may indicate that the Bank had power over the entity at inception; however, this is not sufficient to determine if the Bank consolidates the entity. Regardless of whether or not the Bank sponsors an entity, consolidation is determined on a case-by- case basis. SPONSORED STRUCTURED ENTITIES The following section outlines the Bank’s involvement with key sponsored structured entities: Securitizations The Bank securitizes its own assets and facilitates the securitization of client assets through structured entities, such as conduits, which issue asset-backed commercial paper (ABCP) or other securitization entities which issue longer-dated term securities. Securitizations are an impor- tant source of liquidity for the Bank, allowing it to diversify its funding sources and to optimize its balance sheet management approach. Such securitizations serve a similar purpose for the Bank’s clients, who transfer assets into the Bank’s securitization entities in return for cash generated through the issuance of ABCP or term securities to third party investors. The Bank has no rights to the assets as they are owned by the securitization entity. The Bank sponsors both single-seller and multi-seller securitization conduits. Depending on the specifics of the entity, the variable returns absorbed through ABCP may be significantly mitigated by variable returns retained by the sellers. The Bank provides liquidity facilities to certain single-seller and multi-seller conduits for the benefit of ABCP investors. The liquidity agreements are structured as loan facilities between the Bank, as the sole liquidity lender, and the Bank-sponsored trusts. If a trust experiences difficulty issuing ABCP due to illiquidity in the commercial market, the trust may draw on the loan facility, and use the proceeds to pay maturing ABCP. The liquidity facilities cannot be drawn if an entity is insolvent or bankrupt, preconditions that must be satisfied preceding each advance (that is, draw-down on the facility). These preconditions are in place so that the Bank does not provide credit enhancement through the loan facilities to the conduit. The Bank’s exposure to the variable returns of these conduits from its provision of liquidity facilities and any related commitments is mitigated by the 164 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSsellers’ continued exposure to variable returns, as described below. The Bank provides administration and securities distribution services to its sponsored securitization conduits, which may result in it holding an investment in the ABCP issued by these entities. The ABCP inventory held is monitored as part of the ongoing consolidation assessment process. In some cases, the Bank may also provide credit enhancements or may transact derivatives with securitization conduits. The Bank earns fees from the conduits which are recognized when earned. The Bank sells assets to single-seller conduits which it controls and consolidates. Control results from the Bank’s power over the entity’s key economic decisions, predominantly, the mix of assets sold into the conduit; and exposure to the variable returns of the transferred assets, usually through a derivative or the provision of credit mitigation in the form of cash reserves, over-collateralization, or guarantees over the performance of the entity’s portfolio of assets. Multi-seller conduits provide customers with alternate sources of financing through the securitization of their assets. The customers sell their receivables to the conduit and the conduit funds its purchase of the receivables through the issuance of short-term commercial paper to third party investors. These conduits are similar to single-seller conduits except that assets are received from more than one seller and comingled into a single portfolio of assets. The Bank is typically deemed to have power over the entity’s key economic decisions, namely, the selection of sellers and related assets sold as well as other decisions related to the management of risk in the vehicle. Sellers of assets in multi-seller conduits typically continue to be exposed to the variable returns of their portion of transferred assets, through deriva- tives or the provision of credit mitigation. The Bank’s exposure to the variable returns of multi seller conduits from its provision of liquidity facilities and any related commitments is mitigated by the sellers’ continued exposure to variable returns from the entity. While the Bank may have power over multi-seller conduits, it is not exposed to significant variable returns and does not consolidate such entities. Investment Funds and other Asset Management Entities As part of its asset management business, the Bank creates investment funds and trusts (including mutual funds), enabling it to provide its clients with a broad range of diversified exposure to different risk profiles, in accordance with the client’s risk appetite. Such entities may be actively managed or may be passively directed, for example, through the tracking of a specified index, depending on the entity’s investment strategy. Financing for these entities is obtained through the issuance of securities to investors, typically in the form of fund units. Based on each entity’s specific strategy and risk profile, the proceeds from this issuance are used by the entity to purchase a portfolio of assets. An entity’s portfolio may contain investments in securities, derivatives, or other assets, including cash. At the inception of a new investment fund or trust, the Bank will typically invest an amount of seed capital in the entity, allowing it to establish a performance history in the market. Over time, the Bank sells its seed capital holdings to third party investors, as the entity’s assets under management (AUM) increases. As a result, the Bank’s holding of seed capital investment in its own sponsored investment funds and trusts is typically not signifi- cant to the Consolidated Financial Statements. Aside from any seed capital investments, the Bank’s interest in these entities is generally limited to fees earned for the provision of asset management services. The Bank does not typically provide guarantees over the performance of these funds. The Bank also sponsors the TD Mortgage Fund (the “Fund”), which is a mutual fund containing a portfolio of Canadian residential mortgages sold by the Bank into the fund. The Bank has a put option with the TD Mortgage Fund under which it is required to repurchase defaulted mortgage loans at their carrying amount from the fund. The Bank’s exposure under this put option is mitigated as the mortgages in the Fund are collateralized and government guaranteed. In addition to the put option, the Bank provides a liquidity facility to the TD Mortgage Fund for the benefit of fund unit investors. Under the liquidity facility, the Bank is obligated to repurchase mortgages at their fair value to enable the Fund to honour unit-holder redemptions in the event that the Fund experiences a liquidity event. During fiscal 2014, the fair value of the mortgages repurchased as a result of a liquidity event was $84 million (2013 – $192 million). Generally, the term of these agree- ments do not exceed five years. While the Bank has power over the TD Mortgage Fund, it does not absorb a significant proportion of variable returns from the Fund, as the variability in the fund relates primarily to the credit risk of the underlying mortgages which are government guaranteed. As a result, the Bank does not consolidate the Fund. The Bank is typically considered to have power over the key economic decisions of sponsored asset management entities; however, it does not consolidate an entity unless it is also exposed to significant variable returns of the entity. This determination is made on a case-by- case basis, in accordance with the Bank’s consolidation policy. Financing Vehicles The Bank may use structured entities to provide a cost-effective means of financing its operations, including raising capital or obtaining fund- ing. These structured entities include: (1) TD Capital Trust III and TD Capital Trust IV (together the “CaTS Entities”); and (2) TD Covered Bond Guarantor Limited Partnership and TD Covered Bond (Legislative) Guarantor Limited Partnership (together the “Covered Bond Entities”). The CaTS Entities issued innovative capital securities which currently count as Tier 1 Capital of the Bank but, under Basel III, are considered non-qualifying capital instruments and are subject to the Basel III phase-out rules. The proceeds from these issuances were invested in assets purchased from the Bank which generate income for distribu- tion to investors. The Bank is considered to have decision-making power over the key economic activities of the CaTS Entities; however, it does not consolidate an entity unless it is also exposed to significant variable returns of the entity. The Bank is exposed to the risks and returns from certain CaTS Entities as it holds the residual risks in those entities, typically through retaining all the voting securities of the entity. Where the entity’s portfolio of assets are exposed to risks which are not related to the Bank’s own credit risk, the Bank is considered to be exposed to significant variable returns of the entity and consolidates the entity. However, certain CaTS Entities hold assets which are only exposed to the Bank’s own credit risk. In this case, the Bank does not absorb significant variable returns of the entity as it is ultimately exposed only to its own credit risk, and does not consolidate. Refer to Note 20, Capital Trust Securities for further details. The Bank issues, or has issued, debt under its covered bond programs where the principal and interest payments of the notes are guaranteed by a covered bond entity, with such guarantee secured by a portfolio of assets held by the entity. Investors in the Bank’s covered bonds may have recourse to the Bank should the assets of the covered bond entity be insufficient to satisfy the covered bond liabilities. The Bank consolidates the Covered Bond Entities as it has power over the key economic activities and retains all the variable returns in these entities. 165 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSTHIRD-PARTY SPONSORED STRUCTURED ENTITIES In addition to structured entities sponsored by the Bank, the Bank is also involved with structured entities sponsored by third parties. Key involvement with third party sponsored structured entities is described in the following section. Third-party Sponsored Securitization Programs The Bank participates in the securitization program of government- sponsored structured entities, including the CMHC, a Crown corporation of the Government of Canada, and similar U.S. government-sponsored entities. The CMHC guarantees CMB issued through the CHT. The Bank is exposed to the variable returns in the CHT, through its retention of seller swaps resulting from its participation in the CHT program. The Bank does not have power over the CHT as its key economic activities are controlled by the Government of Canada. The Bank’s exposure to the CHT is included in the balance of residential mortgage loans noted in Note 9, Transfers of Financial Assets and is not disclosed in the table accompanying this Note. The Bank participates in the securitization programs sponsored by U.S. government agencies. The Bank is not exposed to significant variable returns from these agencies and does not have power over the key economic activities of the agencies, which are controlled by the U.S. government. Investment Holdings and Derivatives The Bank may hold interests in third party structured entities, predomi- nantly in the form of direct investments in securities or partnership interests issued by those structured entities, or through derivatives transacted with counterparties which are structured entities. Invest- ments in, and derivatives with, structured entities are recognized on the Bank’s Consolidated Balance Sheet. The Bank does not typically consolidate third party structured entities where its involvement is limited to investment holdings and/or derivatives as the Bank would not generally have power over the key economic decisions of the entity. Financing Transactions In the normal course of business, the Bank may enter into financing transactions with third party structured entities including commercial loans, reverse repurchase agreements, prime brokerage margin lending and similar collateralized lending transactions. While such transactions expose the Bank to the structured entities counterparty credit risk, this exposure is mitigated by the collateral related to these transactions. The Bank typically has neither power nor significant variable returns due to financing transactions with structured entities and would not generally consolidate such entities. Financing transactions with third party-sponsored structured entities are included on the Bank’s Consolidated Financial Statements and have not been included in the table accompanying this Note. Arm’s-length Servicing Relationships In addition to the involvement outlined above, the Bank may also provide services to structured entities on an arm’s-length basis, for example as sub-advisor to an investment fund or asset servicer. Similarly, the Bank’s asset management services provided to institu- tional investors may include transactions with structured entities. As a consequence of providing these services, the Bank may be exposed to variable returns from these structured entities, for example, through the receipt of fees or short-term exposure to the structured entity’s securities. Any such exposure is typically mitigated by collateral or some other contractual arrangement with the structured entity or its sponsor. The Bank generally has neither power nor significant variable returns from the provision of arm’s-length services to a structured entity and, consequently does not consolidate such entities. Fees and other exposures through servicing relationships are included on the Bank’s Consolidated Financial Statements and have not been included in the table accompanying this Note. INVOLVEMENT WITH CONSOLIDATED STRUCTURED ENTITIES Securitizations The Bank securitizes credit card loans, consumer instalment and other personal loans through securitization entities, predominantly single- seller conduits. These conduits are consolidated by the Bank based on the factors described above. Aside from the exposure resulting from its involvement as seller and sponsor of consolidated securitization conduits described above, including the liquidity facilities provided, the Bank has no contractual or non-contractual arrangements to provide financial support to consolidated securitization conduits. The Bank’s interests in securitization conduits generally rank senior to interests held by other parties, in accordance with the Bank’s investment and risk policies. As a result, the Bank has no significant obligations to absorb losses before other holders of securitization issuances. Other Consolidated Structured Entities Depending on the specific facts and circumstances of the Bank’s involvement with structured entities, the Bank may consolidate asset management entities, financing vehicles or third party-sponsored struc- tured entities, based on the factors described above. Aside from its exposure resulting from its involvement as sponsor or investor in the structured entities as previously discussed, the Bank does not typically have other contractual or non-contractual arrangements to provide financial support to these consolidated structured entities. INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES The following table presents information related to the Bank’s uncon- solidated structured entities. Unconsolidated structured entities include both TD and third-party sponsored entities. Securitizations include holdings in TD-sponsored multi-seller conduits, as well as third-party sponsored mortgage and asset-backed securitizations, including government-sponsored agency securities such as CMBs, and U.S. government agency issuances. Investment Funds and Trusts include holdings in third party funds and trusts, as well as holdings in TD- sponsored asset management funds and trusts. Amounts in Other are predominantly related to investments in community-based U.S. tax-advantage entities described in Note 12, Investment in Associates and Joint Ventures. 166 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSCarrying Amount and Maximum Exposure to Unconsolidated Structured Entities (millions of Canadian dollars) Securitizations Investment Funds and Trusts Other Total Securitizations October 31, 2014 Investment Funds and Trusts As at October 31, 2013 Other Total FINANCIAL ASSETS Trading loans, securities, and other Derivatives1 Financial assets designated at fair value through profit or loss Available-for-sale securities Held-to-maturity securities Loans Other Total assets FINANCIAL LIABILITIES Derivatives1 Obligations related to securities sold short Total liabilities Off-balance sheet exposure2 Maximum exposure to loss from involvement with unconsolidated structured entities Size of sponsored unconsolidated $ 3,450 – $ 5,913 335 $ – – $ 9,363 335 $ 3,200 – $ 8,456 301 $ – – $ 11,656 301 35 41,426 37,335 2,553 6 84,805 – 1,432 1,432 9,925 34 584 – – – 6,866 187 163 350 356 41 120 – – 2,101 2,262 110 42,130 37,335 2,553 2,107 93,933 59 52,658 13,790 2,737 6 72,450 18 593 – – – 9,368 41 119 – – 1,697 1,857 118 53,370 13,790 2,737 1,703 83,675 – – – 187 1,595 1,782 – 970 2,052 2,052 51 1,021 – – – 970 2,103 3,073 986 11,267 9,796 458 741 10,995 93,298 6,872 3,248 103,418 80,194 8,805 2,598 91,597 structured entities3 $ 9,756 $ 58,561 $ 1,750 $ 70,067 $ 9,625 $ 39,505 $ 1,750 $ 50,880 1 Derivatives primarily subject to vanilla interest rate or foreign exchange risk are not included in these amounts as those derivatives are designed to align the structured entity’s cash flows with risks absorbed by investors and are not predominantly designed to expose the Bank to variable returns created by the entity. 2 For the purposes of this disclosure, off balance-sheet exposure represents the notional value of liquidity facilities, guarantees, or other off-balance sheet commit- ments without considering the effect of collateral or other credit enhancements. 3 The size of sponsored unconsolidated structured entities is provided based on the most appropriate measure of size for the type of entity: (1) The par value of notes issued by securitization conduits and similar liability issuers; (2) the total assets under management (AUM) of investment funds and trusts; and (3) the total fair value of partnership or equity shares in issue for partnerships and similar equity issuers. Sponsored Unconsolidated Structured Entities in which the Bank has no Significant Investment at the End of the Period Sponsored unconsolidated structured entities in which the Bank has no significant investment at the end of the period are predominantly investment funds and trusts created for the asset management business. The Bank would not typically hold investments, with the exception of seed capital, in these structured entities. However, the Bank continues to earn fees from asset management services provided to these entities, some of which could be based on the performance of the fund. Fees payable are generally senior in the entity’s priority of payment and would also be backed by collateral, limiting the Bank’s exposure to loss from these entities. The Bank’s non-interest income received from its involvement with these asset management entities was $1.4 billion (October 31, 2013 − $1.2 billion) at the end of the period. The total AUM in these entities was $161 billion (October 31, 2013 − $138 billion) at the end of the period. Any assets transferred by the Bank during the period are co-mingled with assets obtained from third parties in the market. Except as previously disclosed, the Bank has no contractual or non-contractual arrangements to provide financial support to unconsolidated structured entities. 167 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 1 1 DERIVATIVES DERIVATIVE PRODUCT TYPES AND RISK EXPOSURES The majority of the Bank’s derivative contracts are OTC transactions that are privately negotiated between the Bank and the counterparty to the contract. The remainder are exchange-traded contracts trans- acted through organized and regulated exchanges and consist primarily of options and futures. Interest Rate Derivatives The Bank uses interest rate derivatives, such as interest rate futures and forwards, swaps, and options in managing interest rate risks. Interest rate risk is the impact that changes in interest rates could have on the Bank’s margins, earnings, and economic value. Changes in interest rate can impact the market value of fixed rate assets and liabilities. Further, certain assets and liabilities repayment rates vary depending on interest rates. Forward rate agreements are OTC contracts that effectively fix a future interest rate for a period of time. A typical forward rate agree- ment provides that at a pre-determined future date, a cash settlement will be made between the counterparties based upon the difference between a contracted rate and a market rate to be determined in the future, calculated on a specified notional amount. No exchange of principal amount takes place. Interest rate swaps are OTC contracts in which two counterparties agree to exchange cash flows over a period of time based on rates applied to a specified notional amount. A typical interest rate swap would require one counterparty to pay a fixed market interest rate in exchange for a variable market interest rate determined from time to time, with both calculated on a specified notional amount. No exchange of principal amount takes place. Certain interest rate swaps are transacted and settled through a clearing house which acts as a central counterparty. Interest rate options are contracts in which one party (the purchaser of an option) acquires from another party (the writer of an option), in exchange for a premium, the right, but not the obligation, either to buy or sell, on a specified future date or series of future dates or within a specified time, a specified financial instrument at a contracted price. The underlying financial instrument will have a market price which varies in response to changes in interest rates. In managing the Bank’s interest rate exposure, the Bank acts as both a writer and purchaser of these options. Options are transacted both OTC and through exchanges. Interest rate futures are standardized contracts transacted on an exchange. They are based upon an agreement to buy or sell a specified quantity of a financial instrument on a specified future date, at a contracted price. These contracts differ from forward rate agreements in that they are in standard amounts with standard settlement dates and are transacted on an exchange. Foreign Exchange Derivatives The Bank uses foreign exchange derivatives, such as futures, forwards, and swaps in managing foreign exchange risks. Foreign exchange risk refers to losses that could result from changes in foreign currency exchange rates. Assets and liabilities that are denominated in foreign currencies have foreign exchange risk. The Bank is exposed to non- trading foreign exchange risk from its investments in foreign operations when the Bank’s foreign currency assets are greater or less than the liabilities in that currency; they create foreign currency open positions. Foreign exchange forwards are OTC contracts in which one counter- party contracts with another to exchange a specified amount of one currency for a specified amount of a second currency, at a future date or range of dates. Swap contracts comprise foreign exchange swaps and cross-currency interest rate swaps. Foreign exchange swaps are transactions in which a foreign currency is simultaneously purchased in the spot market and sold in the forward market, or vice-versa. Cross-currency interest rate swaps are transactions in which counterparties exchange principal and interest cash flows in different currencies over a period of time. These contracts are used to manage currency and/or interest rate exposures. Foreign exchange futures contracts are similar to foreign exchange forward contracts but differ in that they are in standard currency amounts with standard settlement dates and are transacted on an exchange. Credit Derivatives The Bank uses credit derivatives such as credit default swaps (CDS) and total return swaps in managing risks of the Bank’s corporate loan portfolio and other cash instruments. Credit risk is the risk of loss if a borrower or counterparty in a transaction fails to meet its agreed payment obligations. The Bank uses credit derivatives to mitigate industry concentration and borrower-specific exposure as part of the Bank’s portfolio risk management techniques. The credit, legal, and other risks associated with these transactions are controlled through well established procedures. The Bank’s policy is to enter into these transactions with investment grade financial institutions. Credit risk to these counterparties is managed through the same approval, limit, and monitoring processes that is used for all counterparties to which the Bank has credit exposure. Credit derivatives are OTC contracts designed to transfer the credit risk in an underlying financial instrument (usually termed as a reference asset) from one counterparty to another. The most common credit derivatives are CDS (referred to as option contracts) and total return swaps (referred to as swap contracts). In option contracts, an option purchaser acquires credit protection on a reference asset or group of assets from an option writer in exchange for a premium. The option purchaser may pay the agreed premium at inception or over a period of time. The credit protection compensates the option purchaser for any deterioration in value of the reference asset or group of assets upon the occurrence of certain credit events such as bankruptcy or failure to pay. Settlement may be cash based or physical, requiring the delivery of the reference asset to the option writer. In swap contracts, one counterparty agrees to pay or receive from the other cash amounts based on changes in the value of a reference asset or group of assets, including any returns such as interest earned on these assets in exchange for amounts that are based on prevailing market funding rates. These cash settlements are made regardless of whether there is a credit event. Other Derivatives The Bank also transacts in equity and commodity derivatives in both the exchange and OTC markets. Equity swaps are OTC contracts in which one counterparty agrees to pay, or receive from the other, cash amounts based on changes in the value of a stock index, a basket of stocks or a single stock. These contracts sometimes include a payment in respect of dividends. Equity options give the purchaser of the option, for a premium, the right, but not the obligation, to buy from or sell to the writer of an option, an underlying stock index, basket of stocks or single stock at a contracted price. Options are transacted both OTC and through exchanges. 168 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSEquity index futures are standardized contracts transacted on an exchange. They are based on an agreement to pay or receive a cash amount based on the difference between the contracted price level of an underlying stock index and its corresponding market price level at a specified future date. There is no actual delivery of stocks that comprise the underlying index. These contracts are in standard amounts with standard settlement dates. Commodity contracts include commodity forwards, futures, swaps, and options, such as precious metals and energy-related products in both OTC and exchange markets. NOTIONAL AMOUNTS The notional amounts are not recorded as assets or liabilities as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged. Notional amounts do not represent the potential gain or loss associ- ated with the market risk nor indicative of the credit risk associated with derivative financial instruments. Fair Value of Derivatives (millions of Canadian dollars) Derivatives held or issued for trading purposes Interest rate contracts Futures Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Futures Forward contracts Swaps Cross-currency interest rate swaps Options written Options purchased Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Credit default swaps – protection sold Total credit derivative contracts Other contracts Equity contracts Commodity contracts Total other contracts Fair value – trading Derivatives held or issued for non-trading purposes Interest rate contracts Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Forward contracts Swaps Cross-currency interest rate swaps Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Total credit derivative contracts Other contracts Equity contracts Total other contracts Fair value – non-trading Total fair value Average fair value for the year1 October 31, 2014 Fair value as at balance sheet date October 31, 2013 Fair value as at balance sheet date Positive Negative Positive Negative Positive Negative $ 1 52 21,029 – 561 21,643 – 4,455 – 10,248 – 255 14,958 1 20 21 6,062 451 6,513 43,135 – 2,744 – 16 2,760 1,386 – 2,577 3,963 $ 2 47 19,299 590 – 19,938 – 4,042 – 12,204 262 – 16,508 57 2 59 $ 1 92 20,059 – 594 20,746 – 8,030 – 11,936 – 346 20,312 1 12 13 7,022 338 7,360 43,865 4,499 396 4,895 45,966 – 1,690 3 – 1,693 910 – 1,097 2,007 – 2,648 – 21 2,669 1,612 – 3,000 4,612 $ – 82 17,873 592 – 18,547 – 6,525 – 14,487 351 – 21,363 37 2 39 5,357 498 5,855 45,804 – 1,559 3 – 1,562 398 – 1,271 1,669 $ 2 26 21,663 – 586 22,277 – 3,125 – 8,631 – 190 11,946 3 57 60 7,302 331 7,633 41,916 – 3,397 – 17 3,414 648 – 1,693 2,341 2 2 274 274 5 5 286 286 3 3 1,945 1,945 8,670 $ 51,805 1,365 1,365 5,339 $ 49,204 2,111 2,111 9,397 $ 55,363 1,455 1,455 4,972 $ 50,776 1,787 1,787 7,545 $ 49,461 1 The average fair value of trading derivatives for the year ended October 31, 2013, was: positive $56 billion and negative $58 billion. Averages are calculated on a monthly basis. $ – 28 20,188 617 – 20,833 – 3,004 – 10,699 200 – 13,903 92 4 96 8,946 327 9,273 44,105 – 2,011 4 – 2,015 616 – 1,177 1,793 262 262 1,296 1,296 5,366 $ 49,471 169 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following table distinguishes the derivatives held or issued for non-trading purposes between those that have been designated in qualifying hedge accounting relationships and those which have not been designated in qualifying hedge accounting relationships as at October 31. Fair Value of Non-Trading Derivatives (millions of Canadian dollars) Derivative Assets Derivatives in qualifying hedging relationships Fair Value Cash Flow Net Investment Derivatives not in qualifying hedging relationships Derivatives in qualifying hedging relationships Total Fair Value Cash Flow Net Investment Derivatives held or issued for non-trading purposes Interest rate contracts Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Forward contracts Swaps Cross-currency interest rate swaps Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Total credit derivatives Other contracts Equity contracts Total other contracts Fair value – non-trading Derivatives held or issued for non-trading purposes Interest rate contracts Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Forward contracts Swaps Cross-currency interest rate swaps Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Total credit derivatives Other contracts Equity contracts Total other contracts Fair value – non-trading $ – 6 – 14 20 – – – – – – $ – 744 – – 744 1,594 – 2,223 3,817 – – – – $ 20 650 650 $ 5,211 – $ 228 – – 228 – – – – – – $ – 636 – – 636 622 – 993 1,615 – – – – $ 228 482 482 $ 2,733 $ – – – – – 9 – – 9 – – – – $ 9 $ – – – – – – – – – – – – – $ – $ – 1,898 – 7 1,905 9 – 777 786 5 5 $ – 2,648 – 21 2,669 1,612 – 3,000 4,612 5 5 $ – 224 – – 224 – – – – – – $ – 297 – – 297 384 – 629 1,013 – – 1,461 1,461 $ 4,157 2,111 2,111 $ 9,397 – – $ 224 – – $ 1,310 – $ 2,533 – 17 2,550 26 – 700 726 3 3 – $ 3,397 – 17 3,414 648 – 1,693 2,341 3 3 – $ 130 – – 130 – – – – – – – $ 274 – – 274 566 – 658 1,224 – – 1,305 1,305 $ 4,584 1,787 1,787 $ 7,545 – – $ 130 – – $ 1,498 $ – – – – – 7 – 110 117 – – – – $ 117 $ – – – – – 30 – – 30 – – – – $ 30 As at October 31, 2014 Derivative Liabilities Derivatives not in qualifying hedging relationships $ – 1,038 3 – 1,041 7 – 532 539 286 286 Total $ – 1,559 3 – 1,562 398 – 1,271 1,669 286 286 1,455 1,455 $ 3,321 1,455 1,455 $ 4,972 October 31, 2013 – $ 1,607 4 – 1,611 20 – 519 539 262 262 – $ 2,011 4 – 2,015 616 – 1,177 1,793 262 262 1,296 1,296 $ 3,708 1,296 1,296 $ 5,366 170 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following tables disclose the impact of derivatives and non-derivative instruments designated in hedge accounting relationships and the related hedged items, where appropriate, in the Consolidated Statement of Income and in other comprehensive income (OCI) for the years ended October 31. Fair Value Hedges (millions of Canadian dollars) Fair value hedges Interest rate contracts Other contracts2 Total income (loss) Fair value hedges Interest rate contracts Other contracts2 Total income (loss) Fair value hedges Interest rate contracts2 Total income (loss) Amounts recognized in income on derivatives1 Amounts recognized in income on hedged items1 Amounts excluded from the Hedge assessment of hedge effectiveness1 ineffectiveness1 For the years ended October 31 2014 $ (144) 2 $ (142) $ 277 13 $ 290 $ 129 $ 129 $ 115 (2) $ 113 $ (248) (14) $ (262) $ (127) $ (127) $ (29) – $ (29) $ 29 (1) $ 28 $ 2 $ 2 $ 36 – $ 36 2013 $ (8) – $ (8) 2012 $ (1) $ (1) 1 Amounts are recorded in non-interest income. 2 Includes non-derivative instruments designated as hedging instruments in qualifying foreign exchange fair value hedge accounting relationships (for example, foreign denominated liabilities). During the years ended October 31, 2014, October 31, 2013, and October 31, 2012, the Bank did not recognize any net gain or loss in earnings as a result of hedged firm commitments that no longer qualified as fair value hedges. Cash Flow and Net Investment Hedges (millions of Canadian dollars) Amounts recognized in OCI on derivatives1 Amounts reclassified from OCI into income1,2 For the years ended October 31 2014 Amounts excluded from the Hedge assessment of hedge effectiveness3 ineffectiveness3 Cash flow hedges Interest rate contracts Foreign exchange contracts Other contracts Total income (loss) Net investment hedges Foreign exchange contracts4 Cash flow hedges Interest rate contracts Foreign exchange contracts Other contracts Total income (loss) Net investment hedges Foreign exchange contracts4 Cash flow hedges Interest rate contracts Foreign exchange contracts Other contracts Total income (loss) Net investment hedges Foreign exchange contracts4 1 OCI is presented on a pre-tax basis. 2 Amounts are recorded in net interest income or non-interest income, as applicable. 3 Amounts are recorded in non-interest income. 4 Includes non-derivative instruments designated as hedging instruments in qualifying hedge accounting relationships (for example, foreign denominated liabilities). $ 805 1,665 305 $ 2,775 $ 1,169 1,949 302 $ 3,420 $ (1,878) $ 17 $ (197) 962 305 $ 1,070 $ 1,167 944 287 $ 2,398 $ (1,001) $ (5) $ 1,263 (28) 108 $ 1,343 $ 1,611 (17) 102 $ 1,696 $ (76) $ – $ 1 – – $ 1 $ – $ (3) – – $ (3) $ – $ – – – $ – $ – $ – – – $ – $ 1 2013 $ – – – $ – $ – 2012 $ – – – $ – $ 4 171 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following table indicates the periods when hedged cash flows in designated cash flow hedge accounting relationships are expected to occur as at October 31. Hedged Cash Flows (millions of Canadian dollars) Cash flow hedges Cash inflows Cash outflows Net cash flows Cash flow hedges Cash inflows Cash outflows Net cash flows As at October 31, 2014 Within 1 year Over 1 year Over 3 years to 5 years to 3 years Over 5 years to 10 years Over 10 years Total $ 16,877 (4,530) $ 12,347 $ 23,155 (9,745) $ 13,410 $ 10,107 (8,847) $ 1,260 $ 721 (2,673) $ (1,952) $ 275 – $ 275 $ 51,135 (25,795) $ 25,340 October 31, 2013 $ 18,235 (1,485) $ 16,750 $ 21,582 (7,276) $ 14,306 $ 8,480 (6,731) $ 1,749 $ 1,063 (389) 674 $ $ 294 – $ 294 $ 49,654 (15,881) $ 33,773 Income related to interest cash flows is recognized using the EIRM over the life of the underlying instrument. Foreign currency translation gains and losses related to future cash flows on hedged items are recognized as incurred. During the years ended October 31, 2014, and October 31, 2013, there were no significant instances where forecasted hedged transac- tions failed to occur. The following table presents gains (losses) on non-trading derivatives that have not been designated in qualifying hedge accounting relation- ships for the years ended October 31. These gains (losses) are partially offset by gains (losses) recorded on the Consolidated Statement of Income and on the Consolidated Statement of Other Comprehensive Income on related non-derivative instruments. Gains (Losses) on Non-Trading Derivatives not Designated in Qualifying Hedge Accounting Relationships1 (millions of Canadian dollars) For the years ended October 31 Interest rate contracts Foreign exchange contracts Credit derivatives Equity Total 1 Amounts are recorded in non-interest income. 2014 2013 $ (66) 13 (100) 10 $ (143) $ 69 (47) (187) 4 $ (161) 2012 $ (111) (14) (67) 3 $ (189) The following table discloses the notional amount of over-the-counter and exchange-traded derivatives. Over-the-Counter and Exchange-Traded Derivatives (billions of Canadian dollars) Notional Interest rate contracts Futures Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Futures Forward contracts Swaps Cross-currency interest rate swaps Options written Options purchased Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Credit default swaps – protection sold Total credit derivative contracts Other contracts Equity contracts Commodity contracts Total other contracts Total As at October 31 October 31 2013 2014 Over-the-Counter1 Non Trading Clearing house2 Clearing Exchange- traded house Total Non- trading Total Total $ – $ 216 2,524 – – 2,740 – 67 1,030 25 24 1,146 $ 228 – – 11 15 254 $ 228 283 3,554 36 39 4,140 $ – – 702 – 2 704 $ 228 283 4,256 36 41 4,844 $ 301 173 3,087 42 43 3,646 – – – – – – – – – – – 508 – 444 19 19 990 2 1 3 36 – – – – – 36 – – – 36 508 – 444 19 19 1,026 2 1 3 – 41 1 51 – – 93 5 – 5 36 549 1 495 19 19 1,119 7 1 8 38 426 – 446 13 12 935 9 4 13 – – – 35 10 45 $ 2,740 $ 2,184 23 14 37 $ 327 58 24 82 $ 5,251 39 – 39 $ 841 97 24 121 $ 6,092 87 31 118 $ 4,712 1 Collateral held under a Credit Support Annex to help reduce counterparty credit risk is in the form of high quality and liquid assets such as cash and high quality government securities. Acceptable collateral is governed by the Collateralized Trading Policy. 2 Derivatives executed through a central clearing house reduces settlement risk due to the ability to net settle offsetting positions. The Bank also receives preferential capital treatment relative to those settled with non-central clearing house counterparties. 172 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following table discloses the notional principal amount of over- the-counter derivatives and exchange-traded derivatives based on their contractual terms to maturity. Derivatives by Term to Maturity (billions of Canadian dollars) As at October 31 October 31 2013 2014 Remaining term to maturity Notional Principal Interest rate contracts Futures Forward rate agreements Swaps Options written Options purchased Total interest rate contracts Foreign exchange contracts Futures Forward contracts Swaps Cross-currency interest rate swaps Options written Options purchased Total foreign exchange contracts Credit derivatives Credit default swaps – protection purchased Credit default swaps – protection sold Total credit derivative contracts Other contracts Equity contracts Commodity contracts Total other contracts Total DERIVATIVE-RELATED RISKS Market Risk Derivatives, in the absence of any compensating upfront cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, foreign exchange rates, equity, commodity or credit prices or indices change, such that the previously contracted terms of the derivative transactions have become more or less favourable than what can be negotiated under current market conditions for contracts with the same terms and the same remaining period to expiry. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. This market risk is managed by senior officers responsible for the Bank’s trading business and is monitored independently by the Bank’s risk management group. Credit Risk Credit risk on derivatives, also known as counterparty credit risk, is the risk of a financial loss occurring as a result of the failure of a counterparty to meet its obligation to the Bank. The Treasury Credit area within Wholesale Banking is responsible for implementing and ensuring compliance with credit policies established by the Bank for the management of derivative credit exposures. Over Over Within 1 year to 3 years to 5 years to 10 years 1 year 3 years 5 years Over $ $ 179 251 1,179 27 30 1,666 $ 47 32 1,314 5 5 1,403 20 498 1 121 19 19 678 1 – 1 15 37 – 144 – – 196 3 1 4 2 – 944 2 2 950 1 14 – 108 – – 123 2 – 2 $ – – 713 1 2 716 – – – 103 – – 103 1 – 1 Over 10 years Total Total $ – – 106 1 2 109 $ 228 283 4,256 36 41 4,844 $ 301 173 3,087 42 43 3,646 – – – 19 – – 19 – – – 36 549 1 495 19 19 1,119 7 1 8 38 426 – 446 13 12 935 9 4 13 42 17 59 $ 2,404 23 6 29 $ 1,632 31 1 32 $ 1,107 1 – 1 $ 821 – – – $ 128 97 24 121 $ 6,092 87 31 118 $ 4,712 Derivative-related credit risks are subject to the same credit approval, limit and monitoring standards that are used for managing other transactions that create credit exposure. This includes evaluating the creditworthiness of counterparties, and managing the size, diversification and maturity structure of the portfolios. The Bank actively engages in risk mitigation strategies through the use of multi-product derivative master netting agreements, collateral and other risk mitigation techniques. Master netting agreements reduce risk to the Bank by allowing the Bank to close out and net transactions with counterparties subject to such agreements upon the occurrence of certain events. The effect of these master netting agreements is shown in the following table. Also shown in this table, is the current replacement cost, which is the positive fair value of all outstanding derivatives, and represents the Bank’s maximum derivative credit exposure. The credit equivalent amount is the sum of the current replacement cost and the potential future exposure, which is calcu- lated by applying factors supplied by OSFI to the notional principal amount of the derivatives. The risk weighted amount is determined by applying standard measures of counterparty credit risk to the credit equivalent amount. 173 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Credit Exposure of Derivatives (millions of Canadian dollars) Interest rate contracts Forward rate agreements Swaps Options purchased Total interest rate contracts Foreign exchange contracts Forward contracts Cross-currency interest rate swaps Options purchased Total foreign exchange contracts Other contracts Credit derivatives Equity contracts Commodity contracts Total other contracts Total derivatives Less: impact of master netting agreements Total derivatives after netting Less: impact of collateral Net derivatives Qualifying Central Counterparty (QCCP) Contracts Total Current Replacement Cost of Derivatives (millions of Canadian dollars, except as noted) By sector Financial Government Other Current replacement cost Less: impact of master netting agreements and collateral Total current replacement cost October 31 2014 $ 29,486 4,286 1,112 $ 34,884 By location of risk2 Canada United States Other international United Kingdom Europe – other Other Total Other international Total current replacement cost October 31, 2014 As at October 31, 2013 Current replacement cost Credit equivalent amount Risk- weighted amount Current replacement cost Credit equivalent amount $ 22 20,919 614 21,555 $ 74 26,737 707 27,518 $ 25 14,571 363 14,959 $ 26 24,460 604 25,090 $ 14 31,331 746 32,091 9,492 14,936 346 24,774 13 6,156 343 6,512 52,841 39,783 13,058 5,678 7,380 998 $ 8,378 16,556 37,891 558 55,005 184 9,949 1,207 11,340 93,863 58,632 35,231 6,002 29,229 11,700 $ 40,929 3,778 14,397 145 18,320 106 1,275 368 1,749 35,028 23,988 11,040 2,135 8,905 1,659 $ 10,564 3,656 10,321 190 14,167 60 8,721 271 9,052 48,309 37,918 10,391 4,998 5,393 37 $ 5,430 9,303 31,288 395 40,986 479 12,269 927 13,675 86,752 56,795 29,957 5,592 24,365 4,966 $ 29,331 Canada1 October 31 2013 $ 22,329 4,653 986 $ 27,968 United States1 Other International1 October 31 2014 October 31 2013 October 31 2014 October 31 2013 October 31 2014 $ 10,418 1,308 1,298 $ 13,024 $ 12,476 1,217 1,063 $ 14,756 $ 4,762 16 155 $ 4,933 $ 5,482 9 94 $ 5,585 $ 44,666 5,610 2,565 $ 52,841 Risk- weighted amount $ 3 16,773 440 17,216 2,174 11,955 126 14,255 277 1,168 280 1,725 33,196 21,562 11,634 3,523 8,111 866 $ 8,977 As at Total October 31 2013 $ 40,287 5,879 2,143 $ 48,309 45,461 $ 7,380 42,916 $ 5,393 October 31 2014 % mix October 31 2013 % mix 38.1% 32.2 8.5 11.3 9.9 29.7 100.0% 50.0% 25.3 8.8 11.2 4.7 24.7 100.0% October 31 2014 $ 2,811 2,375 632 832 730 2,194 $ 7,380 October 31 2013 $ 2,694 1,367 473 603 256 1,332 $ 5,393 1 Based on geographic location of unit responsible for recording revenue. 2 After impact of master netting agreements and collateral. Certain of the Bank’s derivative contracts are governed by master derivative agreements having provisions that may permit the Bank’s counterparties to require, upon the occurrence of a certain contingent event: (1) the posting of collateral or other acceptable remedy such as assignment of the affected contracts to an acceptable counterparty; or (2) settlement of outstanding derivative contracts. Most often, these contingent events are in the form of a downgrade of the senior debt ratings of the Bank, either as counterparty or as guarantor of one of the Bank’s subsidiaries. At October 31, 2014, the aggregate net liability position of those contracts would require: (1) the posting of collateral or other acceptable remedy totalling $78 million (October 31, 2013 – $51 million) in the event of a one-notch or two- notch downgrade in the Bank’s senior debt ratings; and (2) funding totalling $1 million (October 31, 2013 – $4 million) following the termination and settlement of outstanding derivative contracts in the event of a one-notch or two-notch downgrade in the Bank’s senior debt ratings. 174 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Certain of the Bank’s derivative contracts are governed by master derivative agreements having credit support provisions that permit the Bank’s counterparties to call for collateral depending on the net mark- to-market exposure position of all derivative contracts governed by that master derivative agreement. Some of these agreements may permit the Bank’s counterparties to require, upon the downgrade of the senior debt ratings of the Bank, to post additional collateral. As at October 31, 2014, the fair value of all derivative instruments with credit risk related contingent features in a net liability position was $9 billion (October 31, 2013 – $8 billion). The Bank has posted $7 billion (October 31, 2013 – $6 billion) of collateral for this exposure in the normal course of busi- ness. As at October 31, 2014, the impact of a one-notch downgrade in the Bank’s senior debt ratings would require the Bank to post an addi- tional $293 million (October 31, 2013 – $254 million) of collateral to that posted in the normal course of business. A two-notch down grade in the Bank’s senior debt ratings would require the Bank to post an addi- tional $327 million (October31, 2013 – $315 million) of collateral to that posted in the normal course of business. N O T E 1 2 INVESTMENT IN ASSOCIATES AND JOINT VENTURES INVESTMENT IN TD AMERITRADE HOLDING CORPORATION The Bank has significant influence over TD Ameritrade Holding Corpo- ration (TD Ameritrade) and accounts for its investment in TD Ameritrade using the equity method. As at October 31, 2014, the Bank’s reported investment in TD Ameritrade was 40.97% (October 31, 2013 – 42.22%) of the outstanding shares of TD Ameritrade with a fair value of $8 billion (October 31, 2013 – $7 billion) based on the closing price of US$33.74 (October 31, 2013 – US$27.26) on the New York Stock Exchange. On December 6, 2013, the Bank completed a private sale of 5.5 million shares of its investment in TD Ameritrade. The shares were sold at a price of US$28.22, a 3% discount to the market price of US$29.09. On February 13, 2014, the Bank completed another private sale of 4 million shares of its investment in TD Ameritrade. The shares were sold at a price of US$32.05, a 3.3% discount to the closing market price of US$33.14. For the year ended October 31, 2014, the Bank recognized gains on the sale of TD Ameritrade shares of $85 million after tax, respectively. During the year ended October 31, 2014, TD Ameritrade repurchased 8.5 million shares (for the year ended October 31, 2013 – nil), resulting in the Bank’s ownership posi- tion in TD Ameritrade of 40.97% as at October 31, 2014. The Bank will continue to account for its investment using the equity method. On December 5, 2013, the Stockholders Agreement was extended by five years to January 24, 2021, and amended such that beginning January 24, 2016, if stock repurchases by TD Ameritrade cause the Bank’s ownership percentage to exceed 45%, the Bank is required to use reasonable efforts to sell or dispose of such excess stock, subject to the Bank’s commercial judgment as to the optimal timing, amount and method of sales with a view to maximizing proceeds from such sales. However, beginning January 24, 2016, in the event that stock repurchases by TD Ameritrade cause the Bank’s ownership percentage to exceed 45%: (1) the Bank has no absolute obligation to reduce its ownership percentage to 45% by the termination of the Stockholders Agreement; and (2) stock repurchases cannot result in the Bank’s ownership percentage exceeding 47%. Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, the Bank designated five of twelve members of TD Ameritrade’s Board of Directors including the Bank’s Group President and Chief Executive Officer, its former Group President and Chief Executive Officer, two independent directors of TD, and a former independent director of TD. TD Ameritrade has no significant contingent liabilities to which the Bank is exposed. During the years ended October 31, 2014, and October 31, 2013, TD Ameritrade did not experience any significant restrictions to transfer funds in the form of cash dividends, or repay- ment of loans or advances. The condensed financial statements of TD Ameritrade, based on its consolidated financial statements, are included in the following table. Condensed Consolidated Balance Sheets1 (millions of Canadian dollars) Assets Receivables from brokers, dealers, and clearing organizations Receivables from clients, net Other assets Total assets Liabilities Payable to brokers, dealers, and clearing organizations Payable to clients Other liabilities Total liabilities Stockholders’ equity2 Total liabilities and stockholders’ equity 1 Customers’ securities are reported on a settlement date basis whereas the Bank reports customers’ securities on a trade date basis. 2 The difference between the carrying value of the Bank’s investment in TD Ameritrade and the Bank’s share of TD Ameritrade’s stockholders’ equity is comprised of goodwill, other intangibles and the cumulative translation adjustment. September 30 2014 September 30 2013 As at $ 1,249 13,118 12,493 $ 26,860 $ 2,729 16,340 2,440 21,509 5,351 $ 26,860 $ 1,406 9,368 11,994 $ 22,768 $ 2,057 13,746 2,089 17,892 4,876 $ 22,768 175 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Condensed Consolidated Statements of Income (millions of Canadian dollars, except as noted) Revenues Net interest revenue Fee-based and other revenues Total revenues Operating expenses Employee compensation and benefits Other Total operating expenses Other expense (income) Pre-tax income Provision for income taxes Net income1 Earnings per share – basic (dollars) Earning per share – diluted (dollars) 1 The Bank’s equity share of net income of TD Ameritrade is subject to adjustments relating to amortization of intangibles, which are not included. For the years ended September 30 2014 2013 2012 $ 629 2,756 3,385 823 1,168 1,991 17 1,377 524 $ 853 $ 1.55 1.54 $ 477 2,332 2,809 704 1,031 1,735 (34) 1,108 421 $ 687 $ 1.25 1.24 $ 452 2,209 2,661 695 1,025 1,720 28 913 322 $ 591 $ 1.08 1.07 INVESTMENT IN IMMATERIAL ASSOCIATES OR JOINT VENTURES Except for TD Ameritrade as disclosed above, no associate or joint venture was individually material to the Bank as of October 31, 2014 or October 31, 2013. The carrying amount of the Bank’s investment in individually immaterial associates and joint ventures during the period was $2 billion (October 31, 2013 – $2 billion). Individually immaterial associates and joint ventures consisted predominantly of investments in private funds or partnerships that make equity investments, provide debt financing or support community- based tax-advantaged investments. The investments in these entities generate a return primarily through the realization of U.S. federal and state income tax credits, including Low Income Housing Tax Credits, New Markets Tax Credits and Historic Tax Credits. N O T E 1 3 SIGNIFICANT ACQUISITIONS AND DISPOSALS Acquisition of certain CIBC Aeroplan Credit Card Accounts On December 27, 2013, the Bank, Aimia Inc. (Aimia), and the Canadian Imperial Bank of Commerce (CIBC) closed a transaction under which the Bank acquired approximately 50% of CIBC’s existing Aeroplan credit card portfolio, which primarily included accounts held by customers who did not have an existing retail banking relationship with CIBC. The Bank accounted for the purchase as an asset acquisi- tion. The results of the acquisition have been recorded in the Canadian Retail segment. The Bank acquired approximately 540,000 cardholder accounts with an outstanding balance of $3.3 billion at a price of par plus $50 million less certain adjustments for total cash consideration of $3.3 billion. At the date of acquisition, the fair value of credit card receivables acquired was $3.2 billion and the fair value of an intangible asset for the purchased credit card relationships was $146 million. In connection with the purchase agreement, the Bank agreed to pay CIBC a further $127 million under a commercial subsidy agreement. This payment was recognized as a non-interest expense in 2014. Disposal of TD Waterhouse Institutional Services On November 12, 2013, TD Waterhouse Canada Inc., a subsidiary of the Bank, completed the sale of the Bank’s institutional services busi- ness, known as TD Waterhouse Institutional Services, to a subsidiary of National Bank of Canada. The transaction price was $250 million in cash, subject to certain price adjustment mechanisms. A pre-tax gain of $231 million was recorded in the Corporate segment in other income in the first quarter of 2014. An additional pre-tax gain of $13 million was recorded in the Corporate segment subsequently, upon the settlement of price adjustment mechanisms. Acquisition of Epoch Investment Partners, Inc. On March 27, 2013, the Bank acquired 100% of the outstanding equity of Epoch Holding Corporation including its wholly-owned subsidiary Epoch Investment Partners, Inc. (Epoch), a New York-based asset management firm. Epoch was acquired for cash consideration of $674 million. Epoch Holding Corporation shareholders received US$28 in cash per share. 176 The acquisition was accounted for as a business combination under the purchase method. The results of the acquisition from the acquisition date have been consolidated with the Bank’s results and are reported in the U.S. Retail segment. As at March 27, 2013, the acquisition contributed $34 million of tangible assets, and $9 million of liabilities. The excess of consideration over the fair value of the acquired net assets of $649 million has been allocated to customer relationship intangibles of $149 million and goodwill of $500 million. Goodwill is not deductible for tax purposes. For the year ended October 31, 2013, the acquisition contributed $96 million to revenue and $2 million to net income. Acquisition of Target Corporation’s U.S. Credit Card Portfolio On March 13, 2013, the Bank, through its subsidiary, TD Bank USA N.A., acquired substantially all of Target Corporation’s existing U.S. Visa and private label credit card portfolio, with a gross outstanding balance of $5.8 billion. TD Bank USA N.A. also entered into a seven- year program agreement under which it became the exclusive issuer of Target-branded Visa and private label consumer credit cards to Target Corporation’s U.S. customers. Under the terms of the program agreement, the Bank and Target Corporation share in the profits generated by the portfolios. Target Corporation is responsible for all elements of operations and customer service, and bears most of the operating costs to service the assets. The Bank controls risk management policies and regulatory compli- ance, and bears all costs relating to funding the receivables for existing Target Visa accounts and all existing and newly issued Target private label accounts in the U.S. The Bank accounted for the purchase as an asset acquisition. The results of the acquisition from the acquisition date have been recorded in the U.S. Retail segment. At the date of acquisition the Bank recorded the credit card receivables acquired at their fair value of $5.7 billion and intangible assets totalling $98 million. The gross amount of revenue and credit losses have been recorded on the Consolidated Statement of Income since that date. Target Corporation shares in a fixed percentage of the revenue and credit losses incurred. Target Corporation’s share of TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS revenue and credit losses is recorded in Non-interest expenses on the Consolidated Statement of Income and related receivables from, or payables to Target Corporation are recorded in Other assets or Other liabilities, respectively, on the Consolidated Balance Sheet. Acquisition of Credit Card Portfolio of MBNA Canada On December 1, 2011, the Bank acquired substantially all of the credit card portfolio of MBNA Canada, a wholly-owned subsidiary of Bank of America Corporation, as well as certain other assets and liabilities for cash consideration of $6,839 million. The acquisition was accounted for as a business combination under the purchase method. The results of the acquisition from the acquisi- tion date have been consolidated with the Bank’s results and are reported in the Canadian Retail segment. Goodwill is not deductible for tax purposes. Subsequent to acquisi- tion date, goodwill decreased by $27 million to $93 million due to the refinement of various fair value marks during the measurement period. For the year ended October 31, 2012, the acquisition contributed The following table presents the estimated fair values of the assets and liabilities acquired as of the date of acquisition. Fair Value of Identifiable Net Assets Acquired (millions of Canadian dollars) Assets acquired Loans1,2 Other assets Intangible assets Less: Liabilities assumed Fair value of identifiable net assets acquired Goodwill Total purchase consideration Amount $ 7,361 275 458 8,094 1,348 6,746 93 $ 6,839 1 The acquisition included both acquired performing and ACI loans. The estimated fair value of acquired performing loans reflects incurred and future expected credit losses and the estimated fair value of ACI loans reflects incurred credit losses at the acquisition date. $811 million to revenue and $(15) million to net income. 2 Gross contractual receivables amount to $8 billion. N O T E 1 4 GOODWILL AND OTHER INTANGIBLES The fair value of the Bank’s CGUs is determined from internally devel- oped valuation models that consider various factors and assumptions such as forecasted earnings, growth rates, price-earnings multiples, discount rates and terminal multiples. Management is required to use judgment in estimating the fair value of CGUs, and the use of different assumptions and estimates in the fair value calculations could influence the determination of the existence of impairment and the valuation of goodwill. Management believes that the assumptions and estimates used are reasonable and supportable. Where possible, fair values generated internally are compared to relevant market information. The carrying amounts of the Bank’s CGUs are determined by management using risk-based capital models to adjust net assets and liabilities by CGU. These models consider various factors including market risk, credit risk and operational risk, including investment capital (comprised of goodwill and other intangibles). Any unallocated capital not directly attributable to the CGUs is held within the Corporate segment. As at the date of the last impairment test, the amount of unallocated capital was $8 billion and primarily related to treasury assets managed within the Corporate segment. The Bank’s capital oversight committees provide oversight to the Bank’s capital allocation methodologies. Goodwill by Segment (millions of Canadian dollars) Carrying amount of goodwill as at November 1, 2012 Transition adjustments on adoption of new and amended accounting standards Additions1 Foreign currency translation adjustments and other Carrying amount of goodwill as at October 31, 2013 Gross amount of goodwill Accumulated impairment losses Carrying amount of goodwill as at November 1, 2013 Additions Disposals Foreign currency translation adjustments and other Carrying amount of goodwill as at October 31, 2014 Accumulated impairment losses 1 Relates to goodwill arising from the acquisition of Epoch which was re-allocated as a result of the realignment of the Bank’s reportable segments. Refer to Note 31 for further details. Key Assumptions The recoverable amount of each group of CGUs has been determined based on its value-in-use. In assessing value-in-use, the estimated future cash flows based on the Bank’s internal forecast are discounted using an appropriate pre-tax discount rate. The following were the key assumptions applied in the goodwill impairment testing: Discount Rate The pre-tax discount rates used reflect current market assessments of the risks specific to each group of CGUs and are dependent on the risk profile and capital requirements of each group of CGUs. Terminal Multiple The earnings included in the goodwill impairment testing for each operating segment were based on the Bank’s internal forecast, which projects expected cash flows over the next five years. The pre-tax terminal multiple for the period after the Bank’s internal forecast was derived from the observable terminal multiples of comparable financial institutions and ranged from 8 times to 14 times. In considering the sensitivity of the key assumptions discussed above, management determined that there is no reasonable possible change in any of the above that would result in the recoverable amount of any of the groups of CGUs to be less than its carrying amount. Canadian Retail $ 1,753 (2) 425 24 2,200 2,200 – 2,200 5 (13) 57 2,249 – $ U.S. Retail Wholesale Banking $ 10,408 – 75 460 10,943 10,943 – 10,943 – – 891 11,834 – $ $ 150 – – – 150 150 – 150 – – – 150 – $ Total $ 12,311 (2) 500 484 13,293 13,293 – 13,293 5 (13) 948 14,233 – $ 177 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Pre-Tax Discount Rates (millions of Canadian dollars, except as noted) Canadian Retail U.S. Retail1 Wholesale Total 1 Goodwill predominantly relates to U.S. personal and commercial banking. OTHER INTANGIBLES The following table presents details of other intangibles as at October 31. October 31 2014 Carrying amount of goodwill $ 2,249 11,834 150 $ 14,233 2014 Discount rate 10.3–12.4% 10.7–12.0 13.8 October 31 2013 Carrying amount of goodwill $ 2,200 10,943 150 $ 13,293 2013 Discount rate 10.7–12.4% 10.8–12.0 13.8 Other Intangibles1 (millions of Canadian dollars) Cost At November 1, 2012 Additions Disposals Impairment Fully amortized intangibles Foreign currency translation adjustments and other At October 31, 2013 Additions Disposals Fully amortized intangibles Foreign currency translation adjustments and other At October 31, 2014 Amortization and impairment At November 1, 2012 Disposals Impairment Amortization charge for the year Fully amortized intangibles Foreign currency translation adjustments and other At October 31, 2013 Disposals Impairment Amortization charge for the year Fully amortized intangibles Foreign currency translation adjustments and other At October 31, 2014 Net Book Value: At October 31, 2013 At October 31, 2014 Core deposit intangibles Credit card related intangibles Internally generated software Other Software Other intangibles $ 1,954 – – – – 85 2,039 – – – 165 $ 2,204 $ 1,096 – – 175 – 52 1,323 – – 165 – 110 $ 1,598 $ 472 98 – – – 13 583 146 – – 9 $ 738 $ 47 – – 55 – – 102 – – 76 – 3 $ 181 $ 1,008 456 (9) (12) (73) (1) 1,369 468 (34) (154) 28 $ 1,677 $ 308 (4) 5 191 (73) 2 429 (1) – 227 (154) 29 $ 530 $ 112 60 – – (5) (10) 157 63 – (4) 11 $ 227 $ 44 – – 43 (5) – 82 – – 50 (4) 2 $ 130 $ 376 149 (5) – – 8 528 21 – – 23 $ 572 $ 210 (4) – 42 – (1) 247 – – 45 – 7 $ 299 Total $ 3,922 763 (14) (12) (78) 95 4,676 698 (34) (158) 236 $ 5,418 $ 1,705 (8) 5 506 (78) 53 2,183 (1) – 563 (158) 151 $ 2,738 $ 716 606 $ 481 557 $ 940 1,147 $ 75 97 $ 281 273 $ 2,493 2,680 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. 178 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 1 5 LAND, BUILDINGS, EQUIPMENT, AND OTHER DEPRECIABLE ASSETS The following table presents details of the Bank’s land, buildings, equipment, and other depreciable assets as at October 31. Land, Buildings, Equipment, and Other Depreciable Assets1 (millions of Canadian dollars) Land Buildings Computer equipment Furniture, fixtures and other depreciable Leasehold assets improvements Total Cost As at November 1, 2012 Additions Acquisitions through business combinations Disposals Impairment losses Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2013 Additions Acquisitions through business combinations Disposals Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2014 Accumulated depreciation and impairment/losses As at November 1, 2012 Depreciation charge for the year Disposals Impairment losses Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2013 Depreciation charge for the year Disposals Impairment losses Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2014 Net Book Value: As at October 31, 2013 As at October 31, 2014 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. N O T E 1 6 OTHER ASSETS Other Assets (millions of Canadian dollars) Accounts receivable and other items1 Accrued interest Current income tax receivable Defined benefit asset Insurance-related assets, excluding investments Prepaid expenses Total 1 Includes foreclosed assets as at October 31, 2014, of $180 million (October 31, 2013 – $233 million) and FDIC indemnification assets as at October 31, 2014, of $60 million (October 31, 2013 – $81 million). $ 860 5 – – – – (7) 858 5 – (6) – 52 $ 909 $ $ – – – – – – – – – – – – – $ 2,432 148 – – – (28) 116 2,668 141 – (21) (130) 239 $ 2,897 $ 691 102 (1) 6 (28) 17 787 125 (4) – (130) 162 $ 940 $ 669 320 – (45) – (12) (146) 786 195 – (51) (86) 30 $ 874 $ 285 165 (44) – (12) (52) 342 182 (38) – (86) 9 $ 409 $ 1,412 125 2 (66) – (77) (28) 1,368 155 – (29) (81) (130) $ 1,283 $ 754 146 (45) 2 (77) (66) 714 126 (22) 1 (81) (106) $ 632 $ 1,271 112 5 (19) (2) (30) 40 1,377 183 – (24) (65) 90 $ 1,561 $ 512 99 (13) 5 (30) 6 579 109 (30) – (65) 20 $ 613 $ 6,644 710 7 (130) (2) (147) (25) 7,057 679 – (131) (362) 281 $ 7,524 $ 2,242 512 (103) 13 (147) (95) 2,422 542 (94) 1 (362) 85 $ 2,594 $ 858 909 $ 1,881 1,957 $ 444 465 $ 654 651 $ 798 948 $ 4,635 4,930 October 31 2014 $ 6,540 1,330 1,030 15 1,419 829 $ 11,163 As at October 31 2013 $ 5,649 1,260 583 56 1,409 1,154 $ 10,111 179 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 1 7 DEPOSITS Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal. These deposits are in general chequing accounts. Notice deposits are those for which the Bank can legally require notice prior to withdrawal. These deposits are in general savings accounts. Sheet. The deposits are generally term deposits, guaranteed invest- ment certificates, senior debt, and similar instruments. The aggregate amount of term deposits in denominations of $100,000 or more as at October 31, 2014, was $188 billion (October 31, 2013 – $158 billion). Certain deposit liabilities are classified as Trading deposits on the Term deposits are those payable on a fixed date of maturity purchased by customers to earn interest over a fixed period. The terms are from one day to ten years. Accrued interest on deposits, calculated using the EIRM, is included in Other liabilities on the Consolidated Balance Consolidated Balance Sheet and accounted for at fair value with the change in fair value recognized on the Consolidated Statement of Income. Deposits by Type (millions of Canadian dollars) Personal Banks1 Business and government2 Designated at fair value through profit or loss3 Trading1 Total Non-interest-bearing deposits included above In domestic offices In foreign offices Interest-bearing deposits included above In domestic offices In foreign offices U.S. federal funds deposited1 Total2,4 October 31 2014 As at October 31 2013 Demand $ 11,908 3,242 52,182 – – $ 67,332 Notice Term Total Total $ 279,072 7 89,973 – – $ 369,052 $ 52,260 12,522 99,550 3,242 59,334 $ 226,908 $ 343,240 15,771 241,705 3,242 59,334 $ 663,292 $ 319,468 17,149 204,988 – 50,967 $ 592,572 $ 5,739 36,962 $ 4,738 31,558 340,993 278,121 1,477 $ 663,292 306,631 247,887 1,758 $ 592,572 1 Includes deposits with the Federal Home Loan Bank. 2 As at October 31, 2014, includes $17 billion in Deposits on the Consolidated Balance Sheet relating to covered bondholders (October 31, 2013 – $10 billion) and $2 billion (October 31, 2013 – $2 billion) due to Trust IV. Refer to Note 37 for further details on a covered bond issuance by the Bank subsequent to October 31, 2014. 3 Included in Other financial liabilities designated at fair value through profit or loss on the Consolidated Balance Sheet. 4 As at October 31, 2014, includes deposits of $370 billion (October 31, 2013 – $320 billion) denominated in U.S. dollars and $21 billion (October 31, 2013 – $16 billion) denominated in other foreign currencies. Deposits by Country (millions of Canadian dollars) Personal Banks Business and government Designated at fair value through profit or loss1 Trading Total 1 Included in Other financial liabilities designated at fair value through profit or loss on the Consolidated Balance Sheet. Term Deposits (millions of Canadian dollars) October 31 2014 As at October 31 2013 Canada United States International Total Total $ 177,681 6,284 157,464 3,242 2,061 $ 346,732 $ 164,142 2,408 80,801 – 51,866 $ 299,217 $ 1,417 7,079 3,440 – 5,407 $ 17,343 $ 343,240 15,771 241,705 3,242 59,334 $ 663,292 $ 319,468 17,149 204,988 – 50,967 $ 592,572 Over Over Over Within 1 year to 2 years to 3 years to 4 years to 5 years 3 years 1 year 2 years 4 years Over Personal Banks Business and government Designated at fair value through profit or loss1 Trading Total $ 29,399 $ 9,431 $ 6,834 $ 2,893 $ 3,533 3 8,669 – 461 12,502 3 49,188 17,332 1,218 171 1 9,719 175 202 2 7,938 – 312 1,849 57,655 $ 150,593 $ 28,155 $ 16,931 $ 11,145 $ 12,666 1 Included in Other financial liabilities designated at fair value through profit or loss on the Consolidated Balance Sheet. 180 As at October 31 October 31 2013 2014 Over 5 years Total Total $ 170 $ 52,260 $ 58,005 11 12,522 13,181 6,704 99,550 78,690 3,242 – 533 59,334 50,967 $ 7,418 $ 226,908 $ 200,843 – TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Term Deposits due within a Year (millions of Canadian dollars) Personal Banks Business and government Designated at fair value through profit or loss1 Trading Total 1 Included in Other financial liabilities designated at fair value through profit or loss on the Consolidated Balance Sheet. October 31 2014 As at October 31 2013 Within 3 months $ 11,752 10,387 27,924 505 25,661 $ 76,229 Over 3 months to 6 months Over 6 months to 12 months Total Total $ 6,616 1,239 3,905 446 11,242 $ 23,448 $ 11,031 876 17,359 898 20,752 $ 50,916 $ 29,399 12,502 49,188 1,849 57,655 $ 150,593 $ 36,009 13,115 46,162 – 49,592 $ 144,878 N O T E 1 8 OTHER LIABILITIES Other Liabilities (millions of Canadian dollars) Accounts payable, accrued expenses and other items Accrued interest Accrued salaries and employee benefits Cheques and other items in transit Current income tax payable Deferred tax liabilities Defined benefit liability Liabilities related to structured entities Provisions Total October 31 2014 $ 3,666 943 2,653 237 34 287 2,393 5,053 631 $ 15,897 As at October 31 2013 $ 2,887 1,077 2,286 1,077 137 321 1,715 5,743 696 $ 15,939 N O T E 1 9 SUBORDINATED NOTES AND DEBENTURES Subordinated notes and debentures are direct unsecured obligations of the Bank or its subsidiaries and are subordinated in right of payment to the claims of depositors and certain other creditors. Redemptions, cancellations, exchanges, and modifications of subordinated deben- tures qualifying as regulatory capital are subject to the consent and approval of OSFI. Subordinated Notes and Debentures (millions of Canadian dollars, except as noted) Maturity date August 2014 April 2020 November 2020 September 20223 July 2023 May 2025 October 2104 December 2105 December 2106 Total Interest rate (%) 10.05 5.481 3.372 4.644 5.835 9.15 4.976 4.787 5.768 Earliest par redemption date – April 2015 November 2015 September 2017 July 2018 – October 2015 December 2016 December 2017 As at October 31 2014 October 31 2013 $ – 869 997 268 650 199 796 2,211 1,795 $ 7,785 $ 149 871 1,000 270 650 199 796 2,247 1,800 $ 7,982 1 For the period to but excluding the earliest par redemption date and thereafter 5 For the period to but excluding the earliest par redemption date and thereafter at a rate of 3-month Bankers’ Acceptance rate plus 2.00%. at a rate of 3-month Bankers’ Acceptance rate plus 2.55%. 2 For the period to but excluding the earliest par redemption date and thereafter at a rate of 3-month Bankers’ Acceptance rate plus 1.25%. 3 Obligation of a subsidiary. 4 For the period to but excluding the earliest par redemption date and thereafter at a rate of 3-month Bankers’ Acceptance rate plus 1.00%. 6 For the period to but excluding the earliest par redemption date and thereafter resets every 5 years at a rate of 5-year Government of Canada yield plus 1.77%. 7 For the period to but excluding the earliest par redemption date and thereafter resets every 5 years at a rate of 5-year Government of Canada yield plus 1.74%. 8 For the period to but excluding the earliest par redemption date and thereafter resets every 5 years at a rate of 5-year Government of Canada yield plus 1.99%. 181 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS REPAYMENT SCHEDULE The aggregate remaining maturities of the Bank’s subordinated notes and debentures are as follows: Maturities (millions of Canadian dollars) Within 1 year Over 1 year to 3 years Over 3 years to 4 years Over 4 years to 5 years Over 5 years Total N O T E 2 0 CAPITAL TRUST SECURITIES October 31 2014 $ – – – – 7,785 $ 7,785 As at October 31 2013 $ 149 – – – 7,833 $ 7,982 The Bank issues innovative capital securities through two structured entities: TD Capital Trust III (Trust III) and TD Capital Trust IV (Trust IV). TD CAPITAL TRUST III SECURITIES – SERIES 2008 On September 17, 2008, Trust III, a closed-end trust, issued TD Capital Trust III Securities – Series 2008 (TD CaTS III). The proceeds from the issuance were invested in trust assets purchased from the Bank. Each TD CaTS III may be automatically exchanged, without the consent of the holders, into 40 non-cumulative Class A First Preferred Shares, Series A9 of the Bank on the occurrence of certain events. TD CaTS III are reported on the Consolidated Balance Sheet as Non controlling interests in subsidiaries because the Bank consolidates Trust III. TD CAPITAL TRUST IV NOTES – SERIES 1 TO 3 On January 26, 2009, Trust IV issued TD Capital Trust IV Notes – Series 1 due June 30, 2108 (TD CaTS IV − 1) and TD Capital Trust IV Notes – Series 2 due June 30, 2108 (TD CaTS IV − 2) and on September 15, 2009, issued TD Capital Trust IV Notes – Series 3 due June 30, 2108 (TD CaTS IV − 3, and collectively TD CaTS IV Notes). The proceeds from the issuances were invested in bank deposit notes. Each TD CaTS IV − 1 and TD CaTS IV − 2 may be automatically exchanged into non-cumula- tive Class A First Preferred Shares, Series A10 of the Bank and each TD CaTS IV − 3 may be automatically exchanged into non-cumulative Class A First Preferred Shares, Series A11 of the Bank, in each case, without the consent of the holders, on the occurrence of certain events. On each interest payment date in respect of which certain events have occurred, holders of TD CaTS IV Notes will be required to invest interest paid on such TD CaTS IV Notes in a new series of non-cumulative Class A First Preferred Shares of the Bank. The Bank does not consolidate Trust IV because it does not absorb significant returns of Trust IV as it is ultimately exposed only to its own credit risk. Therefore, TD CaTS IV Notes are not reported on the Bank’s Consolidated Balance Sheet but the deposit notes issued to Trust IV are reported in Deposits on the Consolidated Balance Sheet. Refer to Notes 10 and 17 for further details. Capital Trust Securities (millions of Canadian dollars, except as noted) Included in Non-controlling interests in subsidiaries on the Consolidated Balance Sheet TD Capital Trust III Securities – Series 2008 TD CaTS IV Notes issued by Trust IV TD Capital Trust IV Notes – Series 1 TD Capital Trust IV Notes – Series 2 TD Capital Trust IV Notes – Series 3 Thousands of units Distribution/Interest payment dates Annual At the option October 31 October 31 2013 of the issuer yield 2014 Redemption date As at 1,000 June 30, Dec. 31 7.243%1 Dec. 31, 20132 $ 993 $ 993 550 450 750 1,750 June 30, Dec. 31 June 30, Dec. 31 June 30, Dec. 31 9.523%3 June 30, 20144 10.000%5 June 30, 20144 6.631%6 Dec. 31, 20144 550 450 750 $ 1,750 550 450 750 $ 1,750 1 From and including September 17, 2008, to but excluding December 31, 2018, and thereafter at a rate of one half of the sum of 6-month Bankers’ Acceptance rate plus 4.30%. 5 From and including January 26, 2009, to but excluding June 30, 2039. Starting on June 30, 2039, and on every fifth anniversary thereafter, the interest rate will reset to equal the then 5 year Government of Canada yield plus 9.735%. 2 On the redemption date and on any distribution date thereafter, Trust III may, with regulatory approval, redeem TD CaTS III in whole, without the consent of the holders. 3 From and including January 26, 2009, to but excluding June 30, 2019. Starting on June 30, 2019, and on every fifth anniversary thereafter, the interest rate will reset to equal the then 5 year Government of Canada yield plus 10.125%. 4 On or after the redemption date, Trust IV may, with regulatory approval, redeem the TD CaTS IV – 1, TD CaTS IV – 2 or TD CaTS IV – 3, respectively, in whole or in part, without the consent of the holders. Due to the phase-out of non-qualifying instruments under OSFI’s CAR Guideline, the Bank expects to exercise a regulatory event redemption right in 2022 in respect of the TD CaTS IV – 2 outstanding at that time. 6 From and including September 15, 2009, to but excluding June 30, 2021. Starting on June 30, 2021, and on every fifth anniversary thereafter, the interest rate will reset to equal the then 5 year Government of Canada yield plus 4.0%. 182 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 2 1 SHARE CAPITAL COMMON SHARES The Bank is authorized by its shareholders to issue an unlimited number of common shares, without par value, for unlimited consider- ation. The common shares are not redeemable or convertible. Dividends are typically declared by the Board of Directors of the Bank on a quarterly basis and the amount may vary from quarter to quarter. PREFERRED SHARES The Bank is authorized by its shareholders to issue, in one or more series, an unlimited number of Class A First Preferred Shares, without nominal or par value. Non-cumulative preferential dividends are payable quarterly, as and when declared by the Board of Directors of the Bank. Preferred shares issued after January 1, 2013, include a non-viability contingent capital (NVCC) provisions (NVCC Provisions), necessary for the preferred shares to qualify as regulatory capital under OSFI’s Capital Adequacy Requirements (CAR) guideline. NVCC Provisions require the conversion of the preferred shares into a variable number of common shares of the Bank if OSFI determines that the Bank is, or is about to become, non-viable and that after conversion of all non- common capital instruments, the viability of the Bank is expected to be restored, or if the Bank has accepted or agreed to accept a capital injection or equivalent support from a federal or provincial government without which the Bank would have been determined by OSFI to be non-viable. STOCK DIVIDEND On January 31, 2014, the Bank paid a stock dividend of one common share per each issued and outstanding common share, which has the same effect as a two-for-one split of the common shares. The follow- ing table summarizes the shares issued and outstanding and treasury shares held as at October 31, and reflects the impact of the stock dividend on the common shares as if it was retrospectively applied to all periods presented that occurred prior to the payment date of the stock dividend. Common and Preferred Shares Issued and Outstanding and Treasury Shares Held (millions of shares and millions of Canadian dollars) October 31, 2014 October 31, 2013 Common Shares Balance as at beginning of year Proceeds from shares issued on exercise of stock options Shares issued as a result of dividend reinvestment plan Purchase of shares for cancellation Balance as at end of year – common shares Preferred Shares – Class A Series O1 Series P Series Q Series R Series S Series T Series Y Series Z Series AA2 Series AC3 Series AE4 Series AG5 Series AI6 Series AK7 Series 1 Series 3 Balance as at end of year – preferred shares Treasury shares – common Balance as at beginning of year Purchase of shares Sale of shares Balance as at end of year – treasury shares – common Treasury shares – preferred Balance as at beginning of year Purchase of shares Sale of shares Balance as at end of year – treasury shares – preferred Number of shares 1,838.9 5.0 6.4 (4.1) 1,846.2 – 10.0 8.0 10.0 5.4 4.6 5.5 4.5 – – – – – – 20.0 20.0 88.0 (3.9) (80.7) 83.0 (1.6) (0.1) (6.1) 6.2 – Amount $ 19,316 199 339 (43) $ 19,811 $ – 250 200 250 135 115 137 113 – – – – – – 500 500 $ 2,200 $ $ $ $ (145) (4,197) 4,288 (54) (2) (154) 155 (1) Number of shares 1,836.5 8.3 12.1 (18.0) 1,838.9 17.0 10.0 8.0 10.0 5.4 4.6 5.5 4.5 10.0 8.8 12.0 15.0 11.0 14.0 – – 135.8 (4.2) (83.4) 83.7 (3.9) – (3.4) 3.3 (0.1) Amount $ 18,691 297 515 (187) $ 19,316 $ 425 250 200 250 135 115 137 113 250 220 300 375 275 350 – – $ 3,395 $ $ $ $ (166) (3,552) 3,573 (145) (1) (86) 85 (2) 1 On October 31, 2014, the Bank redeemed all of its outstanding Class A First 5 On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series O, at a redemption price of $25 per share. Preferred Shares, Series AG, at a redemption price of $25 per share. 2 On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset 6 On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AA, at a redemption price of $25 per share. Preferred Shares, Series AI, at a redemption price of $25 per share. 3 On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset 7 On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AC, at a redemption price of $25 per share. Preferred Shares, Series AK, at a redemption price of $25 per share. 4 On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset Preferred Shares, Series AE, at a redemption price of $25 per share. 183 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Class A First Preferred Shares, Series P On November 1, 2007, the Bank issued 10 million Class A First Preferred Shares, Series P (Series P shares) for gross cash consideration of $250 million. Quarterly non-cumulative cash dividends, if declared, will be paid at a per annum rate of 5.25% per Series P share. The Series P shares are redeemable by the Bank, subject to regulatory consent, by payment in cash of $26 per share if redeemed on or after November 1, 2012, and decreasing by $0.25 each twelve-month period thereafter to $25 per share if redeemed on or after October 31, 2016. Class A First Preferred Shares, Series Q On January 31, 2008, the Bank issued 8 million Class A First Preferred Shares, Series Q (Series Q shares) for gross cash consideration of $200 million. Quarterly non-cumulative cash dividends, if declared, will be paid at a per annum rate of 5.60% per Series Q share. The Series Q shares are redeemable by the Bank, subject to regulatory consent, by payment in cash of $26 per share if redeemed on or after January 31, 2013, and decreasing by $0.25 each twelve-month period thereafter to $25 per share if redeemed on or after January 31, 2017. Class A First Preferred Shares, Series R On March 12, 2008, the Bank issued 10 million Class A First Preferred Shares, Series R (Series R shares) for gross cash consideration of $250 million. Quarterly non-cumulative cash dividends, if declared, will be paid at a per annum rate of 5.60% per Series R share. The Series R shares are redeemable by the Bank, subject to regulatory consent, by payment in cash of $26 per share if redeemed on or after April 30, 2013, and decreasing by $0.25 each twelve-month period thereafter to $25 per share if redeemed on or after April 30, 2017. 5-Year Rate Reset Preferred Shares, Series S On June 11, 2008, the Bank issued 10 million non-cumulative 5-Year Rate Reset Preferred Shares, Series S (Series S shares) for gross cash consideration of $250 million. Quarterly non-cumulative cash divi- dends, if declared, will be paid at a per annum rate of 3.371% for the period from and including July 31, 2013, to but excluding July 31, 2018. Thereafter, the dividend rate will reset every five years to equal the then five-year Government of Canada bond yield plus 1.60%. Holders of the Series S shares will have the right to convert all or any part of their shares into non-cumulative Floating Rate Preferred Shares, Series T, subject to certain conditions, on July 31, 2018, and on July 31 every five years thereafter and vice versa. The Series S shares are redeemable by the Bank for cash, subject to regulatory consent, at $25 per share on July 31, 2018, and on July 31 every five years there- after. On July 31, 2013, the Bank converted 4.6 million of its 10 million Series S shares, on a one-for-one basis, into non-cumulative Floating Rate Preferred Shares, Series T. Floating Rate Preferred Shares, Series T On July 31, 2013, the Bank issued 4.6 million non-cumulative Floating Rate Preferred Shares, Series T (Series T shares) in a gross amount of $115 million through a one-for-one conversion of some of its Series S shares. Floating rate non-cumulative cash dividends, if declared, will be payable quarterly for the period from and including July 31, 2013, to but excluding July 31, 2018. The dividend rate for a quarterly period will be equal to the then 90-day Government of Canada Treasury Bill yield plus 1.60%. Holders of the Series T shares will have the right to convert all or any part of their shares into Series S shares, subject to certain conditions, on July 31, 2018, and on July 31 every five years thereafter and vice versa. The Series T shares are redeemable by the Bank for cash, subject to regulatory consent, at (1) $25 per share on July 31, 2018, and on July 31 every five years thereafter, or (2) $25.50 in the case of redemptions on any other date on or after July 31, 2013. 5-Year Rate Reset Preferred Shares, Series Y On July 16, 2008, the Bank issued 10 million non-cumulative 5-Year Rate Reset Preferred Shares, Series Y (Series Y shares) for gross cash consideration of $250 million. Quarterly non-cumulative cash divi- dends, if declared, will be paid at a per annum rate of 3.5595% for the period from and including October 31, 2013, to but excluding October 31, 2018. Thereafter, the dividend rate will reset every five years to equal the then five-year Government of Canada bond yield plus 1.68%. Holders of the Series Y shares will have the right to convert their shares into non-cumulative Floating Rate Preferred Shares, Series Z, subject to certain conditions, on October 31, 2018, and on October 31 every five years thereafter and vice versa. The Series Y shares are redeemable by the Bank for cash, subject to regulatory consent, at $25 per share on October 31, 2018, and on October 31 every five years thereafter. On October 31, 2013, the Bank converted 4.5 million of its 10 million Series Y shares, on a one-for-one basis, into non-cumulative Floating Rate Preferred Shares, Series Z. Floating Rate Preferred Shares, Series Z On October 31, 2013, the Bank issued 4.5 million non-cumulative Floating Rate Preferred Shares, Series Z (Series Z shares) in a gross amount of $113 million through a one-for-one conversion of some of its Series Y shares. Floating rate non-cumulative cash dividends, if declared, will be payable quarterly for the period from and including October 31, 2013, to but excluding October 31, 2018. The dividend rate for a quarterly period will be equal to the then 90-day Govern- ment of Canada Treasury Bill yield plus 1.68%. Holders of the Series Z shares will have the right to convert all or any part of their shares into Series Y shares, subject to certain conditions, on October 31, 2018, and on October 31 every five years thereafter and vice versa. The Series Z shares are redeemable by the Bank for cash, subject to regulatory consent, at (1) $25 per share on October 31, 2018, and on October 31 every five years thereafter, or (2) $25.50 in the case of redemptions on any other date on or after October 31, 2013. 5-Year Rate Reset Preferred Shares, Series 1 On June 4, 2014, the Bank issued 20 million non-cumulative 5-Year Rate Reset Preferred Shares, Series 1 (Series 1 shares) for gross cash consideration of $500 million. Quarterly non-cumulative cash divi- dends, if declared, will be paid at a per annum rate of 3.90% for the initial period from and including June 4, 2014, to but excluding October 31, 2019. Thereafter, the dividend rate will reset every five years to equal the then five-year Government of Canada bond yield plus 2.24%. Holders of the Series 1 shares will have the right to convert their shares into non-cumulative Floating Rate Preferred Shares, Series 2 (Series 2 shares), subject to certain conditions, on October 31, 2019, and on October 31 every five years thereafter and vice versa. The Series 1 shares are redeemable by the Bank for cash, subject to regulatory consent, at $25 per share on October 31, 2019, and on October 31 every five years thereafter. If the NVCC Provisions were to be triggered, the maximum number of common shares that could be issued based on the formula for conversion applicable to the Series 1 shares, and assuming there are no declared and unpaid dividends on the Series 1 shares or Series 2 shares, as applicable, would be 100 million. 184 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS5-Year Rate Reset Preferred Shares, Series 3 On July 31, 2014, the Bank issued 20 million non-cumulative 5-Year Rate Reset Preferred Shares, Series 3 (Series 3 shares) for gross cash consideration of $500 million. Quarterly non-cumulative cash dividends, if declared, will be paid at a per annum rate of 3.80% for the initial period from and including July 31, 2014, to but excluding July 31, 2019. Thereafter, the dividend rate will reset every five years to equal the then five-year Government of Canada bond yield plus 2.27%. Holders of the Series 3 shares will have the right to convert their shares into non-cumulative Floating Rate Preferred Shares, Series 4 (Series 4 shares), subject to certain conditions, on July 31, 2019, and on July 31 every five years thereafter and vice versa. The Series 3 shares are redeemable by the Bank for cash, subject to regulatory consent, at $25 per share on July 31, 2019, and on July 31 every five years there- after. If the NVCC Provisions were to be triggered, the maximum number of common shares that could be issued based on the formula for conversion applicable to the Series 3 shares, and assuming there are no declared and unpaid dividends on the Series 3 shares or Series 4 shares, as applicable, would be 100 million. NORMAL COURSE ISSUER BID On June 19, 2013, the Bank announced that the Toronto Stock Exchange (TSX) approved the Bank’s normal course issuer bid to repur- chase, for cancellation, up to 24 million of the Bank’s common shares. The bid commenced on June 21, 2013, and expired in accordance with its terms in June 2014. During the year ended October 31, 2014, the Bank repurchased 4 million common shares under this bid at an average price of $54.15 for a total amount of $220 million. During the year ended October 31, 2013, the Bank repurchased 18 million common shares under this bid at an average price of $43.25 for a total amount of $780 million. DIVIDEND REINVESTMENT PLAN The Bank offers a dividend reinvestment plan 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 the Bank’s 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 from the open market at market price. During the year, 6.4 million common shares at a discount of 0% were issued from the Bank’s treasury (2013 – 6.5 million shares at a discount of 1% and 5.6 million common shares at a discount of 0%) under the dividend reinvestment plan. DIVIDEND RESTRICTIONS The Bank is prohibited by the Bank Act from declaring dividends on its preferred or common shares if there are reasonable grounds for believing that the Bank is, or the payment would cause the Bank to be, in contravention of the capital adequacy and liquidity regulations of the Bank Act or directions of OSFI. The Bank does not anticipate that this condition will restrict it from paying dividends in the normal course of business. The Bank is also restricted from paying dividends in the event that either Trust III or Trust IV fails to pay semi-annual distributions or inter- est in full to holders of their respective trust securities, TD CaTS III and TD CaTS IV Notes. In addition, the ability to pay dividends on common shares without the approval of the holders of the outstanding preferred shares is restricted unless all dividends on the preferred shares have been declared and paid or set apart for payment. Currently, these limitations do not restrict the payment of dividends on common shares or preferred shares. 185 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSN O T E 2 2 NON-CONTROLLING INTERESTS IN SUBSIDIARIES Non-Controlling Interests in Subsidiaries (millions of Canadian dollars) REIT preferred stock, Series A TD Capital Trust III Securities – Series 20081 Total 1 Refer to Note 20 for a description of the TD Capital Trust III securities. October 31 2014 $ 556 993 $ 1,549 As at October 31 2013 $ 515 993 $ 1,508 REIT PREFERRED STOCK, FIXED-TO-FLOATING RATE EXCHANGEABLE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A A real estate investment trust, Northgroup Preferred Capital Corpora- tion (Northgroup REIT), a subsidiary of TD Bank, N.A., issued 500,000 shares of Fixed-to-Floating Rate Exchangeable Non-Cumulative Perpetual Preferred Stock, Series A (Series A shares). Each Series A share is entitled to semi-annual non-cumulative cash dividends, if declared, at a per annum rate of 6.378% until October 17, 2017, and at a per annum rate of three-month LIBOR plus 1.1725% payable quarterly thereafter. The Series A shares are redeemable by Northgroup REIT, subject to regulatory consent, at a price of US$1,000 plus a make-whole amount at any time after October 15, 2012, and prior to October 15, 2017, and at a price of US$1,000 per Series A share on October 15, 2017, and every five years thereafter. Each Series A share may be automati- cally exchanged, without the consent of the holders, into a newly issued share of preferred stock of TD Bank, N.A. on the occurrence of certain events. N O T E 2 3 TRADING-RELATED INCOME Trading assets and liabilities, including trading derivatives, certain securities and loans held within a trading portfolio that are designated at fair value through profit or loss, trading loans and trading deposits, are measured at fair value, with gains and losses recognized on the Consolidated Statement of Income. Trading-related income comprises Net interest income, Trading income (losses), and income from financial instruments designated at fair value through profit or loss that are managed within a trading portfolio, all recorded on the Consolidated Statement of Income. Net interest income arises from interest and dividends related to trading assets and liabilities, and is reported net of interest expense and income associated with funding these assets and liabilities in the following table. Trading income (loss) includes realized and unrealized gains and losses on trading assets and liabilities. Realized and unreal- ized gains and losses on financial instruments designated at fair value through profit or loss are included in Non-interest income on the Consolidated Statement of Income. Trading-related income excludes underwriting fees and commissions on securities transactions, which are shown separately on the Consoli- dated Statement of Income. Trading-related income by product line depicts trading income for each major trading category. Trading-Related Income (millions of Canadian dollars) Net interest income (loss) Trading income (loss) Financial instruments designated at fair value through profit or loss1 Total By product Interest rate and credit portfolios Foreign exchange portfolios Equity and other portfolios Financial instruments designated at fair value through profit or loss1 Total 1 Excludes amounts related to securities designated at fair value through profit or loss that are not managed within a trading portfolio, but which have been combined with derivatives to form economic hedging relationships. For the years ended October 31 2014 $ 1,337 (349) (9) $ 979 601 385 2 (9) $ 979 2013 $ 1,231 (279) (6) $ 946 557 368 27 (6) $ 946 2012 $ 1,050 (41) 10 $ 1,019 534 374 101 10 $ 1,019 186 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 2 4 INSURANCE INSURANCE RISK The Bank is engaged in insurance businesses relating to property and casualty insurance, life and health insurance, and reinsurance through various subsidiaries. Insurance risk is the risk of financial loss due to actual experience emerging differently from expectations in insurance product pricing or reserving. Unfavourable experience could emerge due to adverse fluctuations in timing, actual size and/or frequency of claims (for example, non-life premium risk, non-life reserving risk, catastrophic risk, mortality risk, morbidity risk, and longevity risk), policyholder behaviour, or associated expenses. Insurance contracts provide financial protection by transferring insured risks to the issuer in exchange for premiums. The Bank is exposed to insurance risk through its property and casualty insurance business, life and health insurance business and reinsurance business. Senior management within the insurance business units has primary responsibility for managing insurance risk with oversight by the Chief Risk Officer for Insurance who reports into Risk Management. The Audit Committee of the Board acts as the Audit and Conduct Review Committee for the Canadian Insurance company subsidiaries. The Insurance company subsidiaries also have their own Boards of Directors, who provide additional risk management oversight. The Bank’s risk governance practices ensure strong independent oversight and control of risk within the Insurance business. The Risk Committee for the Insurance business provides critical oversight of the risk management activities within the business. The Bank’s Insurance Risk Management Framework and Insurance Risk Policy collectively outline the internal risk and control structure to manage insurance risk and include risk appetite, policies, processes as well as limits and governance. These documents are maintained by Risk Management and support alignment with the Bank’s risk appetite for insurance risk. The assessment of reserves for claim liabilities is central to the insurance operation. The Bank establishes reserves to cover estimated future payments (including loss adjustment expenses) on all claims arising from insurance contracts underwritten. The reserves cannot be established with complete certainty, and represent management’s best estimate for future claim payments. As such, the Bank regularly monitors liability estimates against claims experience and adjusts reserves as appropriate if experience emerges differently than antici- pated. Claim liabilities are governed by the Bank’s general insurance reserving policy. Insurance Revenue and Insurance Claims and Related Expenses (millions of Canadian dollars) Insurance Revenue Earned Premiums Gross Reinsurance ceded Net earned premiums Fee income and other revenue1 Insurance Revenue Insurance Claims and Related Expenses Gross Reinsurance ceded Insurance Claims and Related Expenses 1 Ceding commissions received and paid are included within fee income and other revenue. Ceding commissions paid and netted against fee income in 2014 were $182 million (2013 – $182 million; 2012 – $184 million). Sound product design is an essential element of managing risk. The Bank’s exposure to insurance risk is generally short term in nature as the principal underwriting risk relates to automobile and home insurance for individuals. Insurance market cycles as well as changes in automobile insurance legislation, the judicial environment, trends in court awards, climate patterns and the economic environment may impact the performance of the Insurance business. Consistent pricing policies and underwriting standards are maintained and compliance with such policies is moni- tored by the Risk Committee for the insurance business. Automobile insurance is provincially legislated and as such, policy- holder benefits may differ between provinces. There is also exposure to geographic concentration risk associated with personal property coverage. Exposure to insurance risk concentrations is managed through established underwriting guidelines, limits, and authorization levels that govern the acceptance of risk. Concentration risk is also mitigated through the purchase of reinsurance. Strategies are in place to manage the risk to the Bank’s reinsurance business. Underwriting risk on business assumed is managed through a policy that limits exposure to certain types of business and countries. The vast majority of reinsurance treaties are annually renewable, which minimizes long-term risk. Pandemic exposure is reviewed and esti- mated annually. OTHER RELATED RISKS Credit risk is managed through a counterparty credit policy. To prop- erly manage interest rate risk and liquidity risk, the Bank maintains a system to match a portion of its investments to the net provision for unpaid claims. Therefore, most of the change in the value of the assets held for matching purposes will be offset by a corresponding change in the net provision for unpaid claims’ discounted values. INSURANCE REVENUE AND EXPENSES Insurance revenue is presented on the Consolidated Statement of Income under Insurance revenue and claims-related expenses are presented under Insurance claims and related expenses, including the impacts of claims and reinsurance on the Consolidated Statement of Income. For the years ended October 31 2014 2013 2012 $ 4,423 856 3,567 316 3,883 3,041 208 $ 2,833 $ 4,253 836 3,417 317 3,734 3,273 217 $ 3,056 $ 3,990 834 3,156 381 3,537 2,771 347 $ 2,424 187 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS RECONCILIATION OF CHANGES IN LIABILITIES FOR PROPERTY AND CASUALTY INSURANCE For property and casualty insurance, the recognized liabilities are comprised of a provision for unpaid claims (see the following section (a)) and unearned premiums (see the following section (b)). The provi- sion for unpaid claims is established to reflect the estimate of the full amount of all liabilities associated with the insurance premiums earned at the balance sheet date, including insurance claims incurred but not recorded. The ultimate amount of these liabilities will vary from the best estimate made for a variety of reasons, including additional infor- mation with respect to the facts and circumstances of the insurance claims incurred. The unearned premiums represent the portion of net written premiums that pertain to the unexpired term of the policies in force. (a) Movement in Provision for Unpaid Claims The following table presents movements in the property and casualty insurance net provision for unpaid claims during the year. Movement in Provision for Unpaid Claims (millions of Canadian dollars) Balance as at beginning of year Claims costs for current accident year Prior accident years claims development (favourable) unfavourable Increase (decrease) due to changes in assumptions: Discount rate Provision for adverse deviation Claims and related expenses Claims paid during the year for: Current accident year Prior accident years Increase (decrease) in other recoverables Balance as at end of year October 31, 2014 October 31, 2013 Gross Reinsurance Net Gross Reinsurance $ 3,939 2,504 $ 157 39 $ 3,782 2,465 $ 3,276 2,332 $ 275 87 (132) (39) (93) 346 (17) 44 2,399 (1,064) (934) (1,998) 8 $ 4,348 1 (1) – (3) (37) (40) 8 $ 125 (18) 45 2,399 (1,061) (897) (1,958) – $ 4,223 (80) 70 2,668 (1,011) (985) (1,996) (9) $ 3,939 (65) 1 – 23 (47) (85) (132) (9) $ 157 Net $ 3,001 2,245 411 (81) 70 2,645 (964) (900) (1,864) – $ 3,782 (b) Movement in Provision for Unearned Premiums The following table presents movements in the property and casualty insurance net unearned premiums during the year. Movement in Provision for Unearned Premiums (millions of Canadian dollars) Balance as at beginning of year Written premiums Earned premiums Balance as at end of year October 31, 2014 October 31, 2013 Gross Reinsurance Net Gross Reinsurance $ 1,506 3,006 (2,953) $ 1,559 $ $ – 91 (91) – $ 1,506 2,915 (2,862) $ 1,559 $ 1,397 2,909 (2,800) $ 1,506 $ $ – 70 (70) – Net $ 1,397 2,839 (2,730) $ 1,506 (c) Other Movements in Insurance Liabilities Other movements in insurance liabilities consists of changes in life and health insurance policy benefit liabilities and other insurance payables that were caused primarily by the aging of in force business and changes in actuarial assumptions. PROPERTY AND CASUALTY CLAIMS DEVELOPMENT The following table shows the estimates of cumulative incurred claims for the seven most recent accident years, with subsequent develop- ments during the periods and together with cumulative payments to date. The original reserve estimates are evaluated monthly for redun- dancy or deficiency. The evaluation is based on actual payments in full or partial settlement of claims and current estimates of claims liabilities for claims still open or claims still unreported. 188 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Incurred Claims by Accident Year (millions of Canadian dollars) Net ultimate claims cost at end 2008 and prior 2009 2010 2011 2012 2013 2014 Total Accident year of accident year Revised estimates One year later Two years later Three years later Four years later Five years later Six years later Current estimates of cumulative claims Cumulative payments to date Net undiscounted provision for unpaid claims Effect of discount Provision for adverse deviation Net provision for unpaid claims $ 3,335 $ 1,598 $ 1,742 $ 1,724 $ 1,830 $ 2,245 $ 2,465 3,366 3,359 3,422 3,527 3,630 3,612 1,627 1,663 1,720 1,763 1,753 1,764 1,851 1,921 1,926 1,728 1,823 1,779 1,930 1,922 2,227 3,612 (3,299) 1,753 (1,592) 1,926 (1,630) 1,779 (1,375) 1,922 (1,285) 2,227 (1,323) 2,465 (1,061) 313 161 296 404 637 904 1,404 $ 4,119 (268) 372 $ 4,223 SENSITIVITY TO INSURANCE RISK A variety of assumptions are made related to the future level of claims, policyholder behaviour, expenses and sales levels when products are designed and priced, as well as the determination of actuarial liabilities. Such assumptions require a significant amount of professional judgment. The insurance claims provision is sensitive to certain assumptions. It has not been possible to quantify the sensitivity of certain assumptions such as legislative changes or uncertainty in the estimation process. Actual experience may differ from the assumptions made by the Bank. For property and casualty insurance, the main assumption underlying the claims liability estimates is that the Bank’s future claims development will follow a similar pattern to past claims development experience. Claims liabilities estimates are based on various quantitative and qualitative factors including the discount rate, the margin for adverse deviation, reinsurance, trends in claims severity and frequency, and external drivers. Qualitative and other unforeseen factors could negatively impact the Bank’s ability to accurately assess the risk of the insurance policies that the Bank underwrites. In addition, there may be significant lags between the occurrence of an insured event and the time it is actually reported to the Bank and additional lags between the time of reporting and final settlements of claims. The following table outlines the sensitivity of the Bank’s property and casualty insurance claims liabilities to reasonably possible movements in the discount rate, the margin for adverse deviation, and the frequency and severity of claims, with all other assumptions held constant. Movements in the assumptions may be non-linear. Sensitivity of Critical Assumptions – Property and Casualty Insurance Contract Liabilities (millions of Canadian dollars) As at Impact of an absolute change of 1% in key assumptions Discount rate assumption used Increase in assumption Decrease in assumption Margin for adverse deviation assumption used Increase in assumption Decrease in assumption Impact of an absolute change of 5% in key assumptions Frequency of claims Increase in assumption Decrease in assumption Severity of claims Increase in assumption Decrease in assumption October 31, 2014 October 31, 2013 Impact on net income (loss) before income tax Impact on equity Impact on net income (loss) before income tax Impact on equity $ 118 (126) (41) 41 (31) 31 (200) 200 $ 87 (93) (30) 30 (23) 23 (147) 147 $ 102 (110) (31) 31 (33) 33 (180) 180 $ 75 (81) (23) 23 (24) 24 (133) 133 189 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS For life and health Insurance, critical assumptions used in the measure- ment of insurance contract liabilities are determined by the Appointed Actuary. The processes used to determine critical assumptions are as follows: • Mortality, morbidity and lapse assumptions are based on industry and historical company data. • Expense assumptions are based on an annually updated expense study that is used to determine expected expenses for future years. • Asset reinvestment rates are based on projected earned rates, and liabilities are calculated using the Canadian Asset Liability Method (CALM). A sensitivity analysis for possible movements in the life and health insurance business assumptions was performed and the impact is not significant to the Bank’s Consolidated Financial Statements. CONCENTRATION OF INSURANCE RISK Concentration risk is the risk resulting from large exposure to similar risks that are positively correlated. Risk associated with automobile, residential and other products may vary in relation to the geographical area of the risk insured. Exposure to concentrations of insurance risk, in terms of type of risk is mitigated by ceding these risks through reinsurance contracts, as well as careful selection and implementation of underwriting strategies, which is in turn largely achieved through diversification by line of business and geographical areas. For automobile insurance, legislation is in place at a provincial level and this creates differences in the benefits provided among the provinces. As at October 31, 2014, for the property and casualty insurance business, 70.3% of net written premiums were derived from automo- bile policies (October 31, 2013 – 71.9%) followed by residential with 29.4% (October 31, 2013 – 27.8%). The distribution by provinces show that business is mostly concentrated in Ontario with 60.6% of net written premiums (October 31, 2013 – 61.6%). The Western provinces represented 27.7% (October 31, 2013 – 26.6%) followed by Quebec, 6.1% (October 31, 2013 – 6.6%) and the Atlantic provinces with 5.6% (October 31, 2013 – 5.2%). Concentration risk is not a major concern for the life and health insurance business as it does not have a material level of regional specific characteristics like those exhibited in the property and casualty insurance business. Reinsurance is used to limit the liability on a single claim. While the maximum claim could be $3.1 million (October 31, 2013 – $3.0 million), the majority of claims are less than $250 thousand (October 31, 2013 – $250 thousand). Concentration risk is further limited by diversification across uncorrelated risks. This limits the impact of a regional pandemic and other concentration risks. To improve understanding of exposure to this risk, a pandemic scenario is tested annually. N O T E 2 5 SHARE-BASED COMPENSATION STOCK OPTION PLAN The Bank maintains a stock option program for certain key employees and non-employee directors. Non-employee directors have not been granted stock options since December 2001. Options on common shares are periodically granted to eligible employees of the Bank under the plan for terms of seven or ten years and vest over a four-year period. These options provide holders with the right to purchase common shares of the Bank at a fixed price equal to the closing market price of the shares on the day prior to the date the options were issued. Under this plan, 25.9 million common shares have been reserved for future issuance (October 31, 2013 – 28.3 million). The outstanding options expire on various dates to December 12, 2023. The following table summarizes the Bank’s stock option activity and related information, adjusted to reflect the impact of the stock divi- dend as discussed in Note 21 on a retrospective basis, for the years ended October 31. Stock Option Activity (millions of shares and Canadian dollars) Number outstanding, beginning of year Granted Exercised Forfeited/cancelled Number outstanding, end of year Exercisable, end of year 2014 Weighted- average of shares exercise price Number 22.0 2.6 (5.0) (0.2) 19.4 $ 33.89 47.59 31.32 39.60 $ 36.72 2013 Weighted- average exercise price $ 31.00 40.54 27.60 36.64 $ 33.89 Number of shares 27.5 3.3 (8.4) (0.4) 22.0 7.1 $ 31.18 8.8 $ 29.67 2012 Weighted- average exercise price $ 29.03 36.64 25.54 33.89 $ 31.00 $ 29.04 Number of shares 31.8 3.8 (7.7) (0.4) 27.5 15.7 The weighted average share price for the options exercised in 2014 was $52.15 (2013 – $43.26; 2012 – $40.11). The following table summarizes information relating to stock options outstanding and exercisable as at October 31, 2014. Range of Exercise Prices (millions of shares and Canadian dollars) $19.90 – $24.94 $29.70 – $32.34 $32.99 – $34.86 $36.34 – $38.14 $39.06 – $47.59 190 Options outstanding Options exercisable Number of shares outstanding Weighted- average remaining contractual life (years) 1.7 0.4 3.3 8.3 5.7 1.0 1.0 4.5 5.7 8.4 Weighted- average exercise price $ 21.25 31.51 33.13 36.74 43.67 Number of shares Weighted- average exercisable exercise price 1.7 0.4 3.3 1.6 0.1 $ 21.25 31.51 33.13 37.18 39.06 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS For fiscal 2014, the Bank recognized compensation expense for stock option awards of $25.6 million (2013 – $24.8 million; 2012 – $22.1 million). During 2014, 2.6 million (2013 – 3.3 million; 2012 – 3.8 million) options were granted by the Bank at a weighted- average fair value of $9.29 per option (2013 – $7.83 per option; 2012 – $7.26 per option). The following table summarizes the assumptions used for estimating the fair value of options for the twelve months ended October 31. Assumptions Used for Estimating Fair Value of Options (in Canadian dollars, except as noted) 2014 2013 2012 Risk-free interest rate Expected option life (years) Expected volatility1 Expected dividend yield Exercise price/share price 1.90% 1.43% 1.50% 6.2 years 27.09% 3.66% $ 47.59 6.3 years 27.23% 3.51% $ 40.54 6.3 years 27.40% 3.40% $ 36.64 1 Expected volatility is calculated based on the average daily volatility measured over a historical period corresponding to the expected option life. OTHER SHARE-BASED COMPENSATION PLANS The Bank operates restricted share unit and performance share unit plans which are offered to certain employees of the Bank. Under these plans, participants are awarded share units equivalent to the Bank’s common shares that generally vest over three years. During the vesting period, dividend equivalents accrue to the participants in the form of additional share units. At the maturity date, the participant receives cash representing the value of the share units. The final number of performance share units will vary from 80% to 120% of the number of units outstanding at maturity (consisting of initial units awarded plus additional units in lieu of dividends) based on the Bank’s total shareholder return relative to the average of a peer group of large financial institutions. The number of such share units outstanding under these plans as at October 31, 2014, was 26 million (2013 – 27 million). The Bank also offers deferred share unit plans to eligible employees and non-employee directors. Under these plans, a portion of the participant’s annual incentive award and/or maturing share units may be deferred as share units equivalent to the Bank’s common shares. The deferred share units are not redeemable by the participant until N O T E 2 6 EMPLOYEE BENEFITS termination of employment or directorship. Once these conditions are met, the deferred share units must be redeemed for cash no later than the end of the next calendar year. Dividend equivalents accrue to the participants in the form of additional units. As at October 31, 2014, 7.6 million deferred share units were outstanding (October 31, 2013 – 7.1 million). Compensation expense for these plans is recorded in the year the incentive award is earned by the plan participant. Changes in the value of these plans are recorded, net of the effects of related hedges, on the Consolidated Statement of Income. For the year ended October 31, 2014, the Bank recognized compensation expense, net of the effects of hedges, for these plans of $415 million (2013 – $336 million; 2012 – $326 million). The compensation expense recognized before the effects of hedges was $718 million (2013 – $621 million; 2012 – $429 million). The carrying amount of the liability relating to these plans, based on the closing share price, was $1.8 billion at October 31, 2014 (October 31, 2013 – $1.5 billion) and is reported in Other liabilities on the Consolidated Balance Sheet. EMPLOYEE OWNERSHIP PLAN The Bank also operates a share purchase plan available to employees. Employees can contribute any amount of their eligible earnings (net of source deductions), subject to an annual cap of 10% of salary effective January 1, 2014, to the Employee Ownership Plan. The Bank matches 100% of the first $250 of employee contributions each year and the remainder of employee contributions at 50% to an overall maximum of 3.5% of the employee’s eligible earnings or $2,250, whichever comes first. The Bank’s contributions vest once an employee has completed two years of continuous service with the Bank. For the year ended October 31, 2014, the Bank’s contributions totalled $65 million (2013 – $63 million; 2012 – $61 million) and were expensed as salaries and employee benefits. As at October 31, 2014, an aggregate of 20 million common shares were held under the Employee Ownership Plan (Octo- ber 31, 2013 – 20 million). The shares in the Employee Ownership Plan are purchased in the open market and are considered outstanding for computing the Bank’s basic and diluted earnings per share. Dividends earned on the Bank’s common shares held by the Employee Ownership Plan are used to purchase additional common shares for the Employee Ownership Plan in the open market. DEFINED BENEFIT PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS The Bank’s principal pension plans, consisting of The Pension Fund Society of The Toronto-Dominion Bank (the “Society”) and the TD Pension Plan (Canada) (TDPP), are defined benefit plans for Canadian Bank employees. In addition, the Bank maintains other partially funded and non-funded pension plans for eligible employees. The Society was closed to new members on January 30, 2009, and the TDPP commenced on March 1, 2009. Benefits under the principal pension plans are determined based upon the period of plan participation and the average salary of the member in the best consecutive five years in the last ten years of combined plan membership. Funding for the Bank’s principal pension plans is provided by contri- butions from the Bank and members of the plans, as applicable. In accordance with legislation, the Bank contributes amounts determined on an actuarial basis to the plans and has the ultimate responsibility for ensuring that the liabilities of the plan are adequately funded over time. The Bank’s contributions to the principal pension plans during 2014 were $302 million (2013 – $340 million). The 2014 contributions were made in accordance with the actuarial valuation reports for fund- ing purposes as at October 31, 2013, and October 31, 2011, for the Society and the TDPP, respectively. The 2013 contributions were made in accordance with the actuarial valuation reports for funding purposes as at October 31, 2012, and October 31, 2011, for the Society and the TDPP, respectively. The next valuation date for funding purposes is as at October 31, 2014, for both of the principal pension plans. The Bank also provides certain post-retirement benefits and post- employment benefits (non-pension employee benefits), which are generally non-funded. Non-pension employee benefit plans, where offered, generally include health care and dental benefits. Employees must meet certain age and service requirements to be eligible for post-retirement benefits and are generally required to pay a portion of the cost of the benefits. Employees eligible for post-employment benefits are those on disability and child-care leave. 191 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS INVESTMENT STRATEGY AND ASSET ALLOCATION The primary objective of the Society and the TDPP is to achieve an annualized real rate of return of 1.50% and 1.75%, respectively, over rolling ten-year periods. The investment policies for the principal pension plans are detailed as follows and exclude Pension Enhancement Account (PEA) assets which are invested at the member’s discretion in certain mutual funds. The investment policies and asset allocations by asset category for the principal pension plans (excluding PEA assets) are as follows: Plan Asset Allocation (millions of Canadian dollars, except as noted) As at October 31, 2014 Debt Equity Cash equivalents Alternative investments1 Other2 Total As at October 31, 2013 Debt Equity Cash equivalents Alternative investments1 Other2 Total As at October 31, 2012 Debt Equity Cash equivalents Alternative investments1 Other2 Total Acceptable Range 58-72% 24-34.5 0-4 0-12.5 n/a 58-72% 24-34.5 0-4 0-12.5 n/a 57-71% 25-35.5 0-4 0-12.5 n/a % of Total 60% 32 2 6 n/a 100% 58% 34 2 6 n/a 100% 60% 31 3 6 n/a 100% Society1 Fair Value Unquoted $ 2,489 84 93 188 101 $ 2,955 $ 2,094 138 79 162 157 $ 2,630 $ 1,995 118 114 167 63 $ 2,457 Acceptable Range 44-56% 44-56 n/a n/a n/a 44-56% 44-56 n/a n/a n/a 44-56% 44-56 n/a n/a n/a Quoted $ – 1,228 – 40 – $ 1,268 – $ 1,086 – 37 – $ 1,123 $ – 917 – 27 – $ 944 % of Total 50% 50 n/a n/a n/a 100% 49 % 51 n/a n/a n/a 100% 50% 50 n/a n/a n/a 100% TDPP1 Fair Value Unquoted Quoted $ $ $ $ $ $ – – n/a n/a – – – – n/a n/a – – – – n/a n/a – – $ 277 280 n/a n/a 25 $ 582 $ 199 208 n/a n/a 17 $ 424 $ 165 168 n/a n/a 9 $ 342 1 The Society’s alternative investments primarily include private equity funds, of 2 Consists mainly of PEA assets, interest and dividends receivable, and amounts due which a fair value of nil in 2014 (2013 – $1 million; 2012 – $1 million) is invested in the Bank and its affiliates. The principal pension plans also invest in investment vehicles which may hold shares or debt issued by the Bank. to and due from brokers for securities traded but not yet settled. Society Investment Strategy The investments of the Society are managed with the primary objective of providing reasonable and stable rates of return, consistent with available market opportunities, prudent portfolio management, and levels of risk commensurate with the return expectations and asset mix policy as set out by the risk budget of 9% surplus volatility. Debt instruments generally must meet or exceed a credit rating of BBB at the time of purchase and during the holding period, except for the portion of the debt portfolio managed to the Financial Times Stock Exchange (FTSE) TMX Canada Universe Bond Index (formerly known as the DEX Universe Bond Index), which can invest in bonds with a credit rating below BBB. There are no limitations on the maximum amount allocated to each credit rating above BBB for the total debt portfolio. The bond mandate managed to the FTSE TMX Canada Universe Bond Index, representing 10% to 29% of the total fund, may be invested in bonds with a credit rating below BBB-. Within this mandate, the following limitations apply: debt instruments rated BBB+ or lower must not exceed 25%; debt instruments rated below BBB- must not exceed 10%; debt instruments of non-government entities must not exceed 80%; debt instruments of non-Canadian government entities must not exceed 20%; and debt instruments of a single non-government or non-Canadian government entity must not exceed 10%. In addition, debt instruments issued by the Government of Canada, provinces of Canada, or municipalities must not exceed 100%, 75%, or 10% of this mandate, respectively. Asset-backed securities must have a mini- mum credit rating of AAA and those rated AAA must not exceed 25% of this mandate. The remainder of the debt portfolio is not permitted to invest in debt instruments of non-government entities. The equity portfolio is broadly diversified primarily across medium to large capitalization quality companies and income trusts with no individual holding exceeding 10% of the equity portfolio or 10% of the outstanding securities of any one company at any time. Foreign equities are also included to further diversify the portfolio. A maximum of 5% of the total fund may be invested in emerging market equities. Alternative investments include hedge funds and private equities. Derivatives can be utilized provided they are not used for speculative purposes or to create financial leverage for the Society. The Society may invest in hedge funds, which may employ leverage when executing their investment strategy. The Society was in compliance with its investment policy throughout the year. TDPP Investment Strategy The investments of the TDPP are managed with the primary objective of providing reasonable and stable rates of return, consistent with available market opportunities, prudent portfolio management, and levels of risk commensurate with the return expectations and asset mix policy as set out by the risk budget of 22% surplus volatility. The TDPP is not permitted to invest in debt instruments of non- government entities. Debt instruments generally must meet or exceed a credit rating of BBB at the time of purchase and during the holding period. There are no limitations on the maximum amount allocated to each credit rating above BBB for the total debt portfolio. 192 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The equity portfolio is broadly diversified primarily across medium to large capitalization quality companies and income trusts with no individual holding exceeding 10% of the equity portfolio or 10% of the outstanding securities of any one company at any time. Foreign equities are also included to further diversify the portfolio. A maximum of 5% of the total fund may be invested in emerging market equities. Derivatives can be used provided they are not used for speculative purposes or to create financial leverage for the TDPP. The TDPP was in compliance with its investment policy throughout closed to new contributions from the Bank or active employees, except for employees on salary continuance and long-term disability, and employees eligible for that plan became eligible to join the Society or the TDPP for future service. Funding for the defined benefit portion is provided by contributions from the Bank and members of the plan. The Bank received regulatory approval to wind-up the defined contribution portion of the plan effective April 1, 2011. After that date, the Bank’s contributions to the defined contribution portion of the plan ceased. The wind-up was completed on May 31, 2012. the year. RISK MANAGEMENT PRACTICES The principal pension plans’ investments include financial instruments which are exposed to various risks. These risks include market risk (including foreign currency, interest rate, inflation, and price risks), credit risk, longevity risk and liquidity risk. Key material risks faced by all plans are a decline in interest rates or credit spreads, which could increase the defined benefit obligation by more than the change in the value of plan assets, or from longevity risk (that is, lower mortality rates). Asset-liability matching strategies are focused on obtaining an appropriate balance between earning an adequate return and having changes in liability values being hedged by changes in asset values. The principal pension plans manage these financial risks in accordance with the Pension Benefits Standards Act, 1985, applicable regulations, and the principal pension plans’ Statement of Investment Policies and Procedures. The following are some specific risk management practices employed by the principal pension plans: • Monitoring credit exposure of counterparties • Monitoring adherence to asset allocation guidelines • Monitoring asset class performance against benchmarks The Bank’s principal pension plans are overseen by a single retirement governance structure established by the Human Resources Committee of the Bank’s Board of Directors. The governance structure utilizes retirement governance committees who have responsibility to oversee plan operations and investments, acting in a fiduciary capacity. Where required, approvals will also be sought from the applicable local body to comply with local regulatory requirements. Strategic, material plan changes require the approval of the Bank’s Board of Directors. OTHER PENSION AND RETIREMENT PLANS CT Pension Plan As a result of the acquisition of CT Financial Services Inc. (CT), the Bank sponsors a pension plan consisting of a defined benefit portion and a defined contribution portion. The defined benefit portion was closed to new members after May 31, 1987, and newly eligible employees joined the defined contribution portion of the plan. Effective August 18, 2002, the defined contribution portion of the plan was TD Bank, N.A. Retirement Plans TD Bank, N.A. and its subsidiaries maintain a defined contribution 401(k) plan covering all employees. Effective January 1, 2009 the plan was amended to include annual core contributions from TD Bank, N.A. for all employees and a transition contribution for certain employees. The core and transition contributions to the plan for fiscal 2014 were $45 million (2013 – $42 million; 2012 – $41 million). In addition, on an ongoing basis, TD Bank, N.A., makes matching contributions to the 401(k) plan. The amount of the matching contribution for fiscal 2014 was $47 million (2013 – $39 million; 2012 – $37 million). Annual expense is equal to the Bank’s contributions to the plan. In addition, TD Bank, N.A. has a closed non-contributory defined benefit retirement plan covering certain legacy TD Banknorth employ- ees. Supplemental retirement plans covering certain key officers and limited post-retirement benefit programs provide medical coverage and life insurance benefits to a closed group of employees and direc- tors who meet minimum age and service requirements. Effective December 31, 2008, benefits under the retirement and supplemental retirement plans were frozen. TD Auto Finance (legacy Chrysler Financial) Retirement Plans TD Auto Finance has both contributory and non-contributory defined benefit retirement plans covering certain permanent employees. The non-contributory pension plan provides benefits based on a fixed rate for each year of service. The contributory plan provides benefits to salaried employees based on the employee’s cumulative contributions, years of service during which employee contributions were made, and the employee’s average salary during the consecutive five years in which the employee’s salary was highest in the 15 years preceding retirement. These defined benefit retirement plans were frozen as of April 1, 2012. In addition, TD Auto Finance provides limited post- retirement benefit programs, including medical coverage and life insurance benefits to certain employees who meet minimum age and service requirements. 193 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSSupplemental Employee Retirement Plans Supplemental employee retirement plans are partially funded by the Bank for eligible employees. The following table presents the financial position of the Bank’s principal pension plans, the principal non-pension post-retirement benefit plan, and the Bank’s significant other pension and retirement plans. Employee Benefit Plans’ Obligations, Assets and Funded Status (millions of Canadian dollars, except as noted) Principal Pension Plans Principal Non-Pension Post-Retirement Benefit Plan1 Other Pension and Retirement Plans2 Change in projected benefit obligation Projected benefit obligation at beginning of year Service cost – benefits earned Interest cost on projected benefit obligation Remeasurement (gain) loss – financial Remeasurement (gain) loss – demographic Remeasurement (gain) loss – experience Members’ contributions Benefits paid Change in foreign currency exchange rate Past service cost – plan amendment costs (credits) Past service cost – curtailment (gains) losses3 Past service cost – other Projected benefit obligation as at October 31 Change in plan assets Plan assets at fair value at beginning of year Interest income on plan assets Remeasurement gain (loss) – return on plan assets less interest income Members’ contributions Employer’s contributions Benefits paid Change in foreign currency exchange rate Defined benefit administrative expenses Plan assets at fair value as at October 31 Net defined benefit asset (liability) Annual expense Net employee benefits expense includes the following: Service cost – benefits earned Net interest cost (income) on net defined benefit liability (asset) Past service cost – plan amendment costs (credits) Past service cost – curtailment (gains) losses3 Past service cost – other Defined benefit administrative expenses Total expense Actuarial assumptions used to determine the annual expense (percentage) Weighted-average discount rate for projected benefit obligation Weighted-average rate of compensation increase Actuarial assumptions used to determine the projected benefit obligation as at October 31 (percentage) Weighted-average discount rate for projected benefit obligation Weighted-average rate of compensation increase 2014 2013 2012 2014 2013 2012 2014 2013 2012 $ 4,338 $ 4,143 278 184 (234) 98 (3) 65 (193) – – – – 4,338 282 205 591 44 (1) 66 (204) – – – – 5,321 $ 3,141 179 177 758 – 1 61 (180) – 6 – – 4,143 $ 551 18 26 50 (82) 6 – (12) – – – – 557 $ 526 17 24 (29) 30 (7) – (10) – – – – 551 $ 426 13 24 78 – (5) – (10) – – – – 526 $ 2,196 10 106 188 129 17 – (114) 106 (1) – 7 2,644 $ 2,325 12 92 (223) 19 10 – (100) 61 – – – 2,196 $ 2,055 17 101 287 (4) 7 – (100) 2 (9) (31) – 2,325 4,177 208 3,743 175 3,300 195 – – – – – – 1,575 77 1,462 56 1,374 64 264 66 302 (204) – (8) 4,805 (516) 54 65 340 (193) – (7) 4,177 (161) 81 61 293 (180) – (7) 3,743 (400) – – 12 (12) – – – (557) – – 10 (10) – – – (551) – – 10 (10) – – – (526) 72 – 35 (114) 98 (9) 1,734 (910) 86 – 26 (100) 49 (4) 1,575 (621) 87 – 38 (100) 1 (2) 1,462 (863) 282 278 179 18 17 13 (3) – – – 7 9 – – – 7 $ 286 $ 294 (18) 6 – – 7 $ 174 26 – – – – $ 44 24 – – – – $ 41 24 – – – – $ 37 $ 10 29 (1) – 7 5 50 $ 12 36 – – – 4 52 $ 17 37 (9) (31) – 2 16 4.82% 2.83 4.53% 2.82 5.72% 3.50 4.80% 3.50 4.50% 3.50 5.50% 3.50 4.75% 1.43 4.01% 1.37 4.99% 1.98 4.21% 2.86 4.82% 2.83 4.53% 2.82 4.30% 3.50 4.80% 3.50 4.50% 3.50 4.27% 1.30 4.75% 1.43 4.08% 1.86 1 The rate of increase for health care costs for the next year used to measure the expected cost of benefits covered for the principal non-pension post-retirement benefit plan is 5.5%. The rate is assumed to decrease gradually to 3.6% by the year 2028 and remain at that level thereafter. 2 Includes CT defined benefit pension plan, TD Banknorth defined benefit pension plan, certain TD Auto Finance retirement plans, and supplemental employee retire- ment plans. Other employee benefit plans operated by the Bank and certain of its subsidiaries are not considered material for disclosure purposes. The TD Banknorth defined benefit pension plan was frozen as of December 31, 2008, and no service credits can be earned after that date. Certain TD Auto Finance defined benefit pension plans were frozen as of April 1, 2012, and no service credits can be earned after March 31, 2012. 3 Certain TD Auto Finance retirement plans were curtailed during 2012. 194 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS In fiscal 2015, the Bank expects to contribute $300 million to its principal pension plans, $15 million to its principal non-pension post-retirement benefit plan, and $97 million to its other pension and retirement plans. Future contribution amounts may change upon the Bank’s review of its contribution levels during the fiscal year. Assumptions relating to future mortality to determine the defined benefit obligation and net benefit cost for the principal defined benefit pension plans are as follows: Assumed Life Expectancy at Age 65 (number of years) Principal Pension Plans Male aged 65 at measurement date Female aged 65 at measurement date Male aged 40 at measurement date Female aged 40 at measurement date Principal Non-Pension Plans Post-Retirement Benefit Plan Male aged 65 at measurement date Female aged 65 at measurement date Male aged 40 at measurement date Female aged 40 at measurement date Other Pension and Retirement Plans Male aged 65 at measurement date Female aged 65 at measurement date Male aged 40 at measurement date Female aged 40 at measurement date 2014 2013 2012 21.9 23.8 23.2 25.0 21.9 23.8 23.2 25.0 22.0 23.3 23.1 25.6 22.0 23.2 23.2 24.1 22.0 23.2 23.2 24.1 20.2 21.9 20.7 22.2 21.0 22.1 22.8 23.1 21.0 22.1 22.8 23.1 19.8 21.4 20.5 21.8 The weighted-average durations of the defined benefit obligations for the Bank’s principal pension plans, principal non-pension post- retirement benefit plan and other pension and retirement plans at the end of the reporting period are 21 years (2013 – 20 years, 2012 – 20 years), 18 years (2013 – 17 years, 2012 – 17 years), and 13 years (2013 – 13 years, 2012 – 14 years), respectively. The following table provides the sensitivity of the projected benefit obligation and expenses for the Bank’s principal pension plans, the principal non-pension post-retirement benefit plan, and the Bank’s significant other pension and retirement plans to actuarial assumptions considered significant by the Bank. These include discount rate, life expectancy, rates of compensation increase, and health care cost initial trend rates, as applicable. For each sensitivity test, the impact of a reasonably possible change in a single factor is shown with other assumptions left unchanged. Sensitivity of Significant Actuarial Assumptions (millions of Canadian dollars, except as noted) Impact of an absolute change in significant actuarial assumptions Discount rate 1% decrease in assumption 1% increase in assumption Rates of compensation increase 1% decrease in assumption 1% increase in assumption Life expectancy 1 year decrease in assumption 1 year increase in assumption Health care cost initial trend rate 1% decrease in assumption 1% increase in assumption 1 An absolute change in this assumption is immaterial. As at October 31, 2014 For the year ended October 31, 2014 Principal Non-Pension Post- Retirement Benefit Plan Principal Pension Plans Obligation Other Pension and Retirement Plans Principal Non-Pension Post- Retirement Benefit Plan Principal Pension Plans Expense Other Pension and Retirement Plans $ 1,274 (943) (292) 323 (137) 135 n/a n/a $ 107 (83) n/a1 n/a1 (21) 22 (81) 103 $ 410 (328) (1) 1 (72) 71 (4) 5 $ 149 (120) (41) 44 (14) 14 n/a n/a $ 4 3 n/a1 n/a1 (2) 2 (9) 11 $ 8 (11) n/a1 n/a1 (3) 3 n/a1 n/a1 195 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The Bank recognized the following amounts on the Consolidated Balance Sheet as at October 31. Amounts Recognized in the Consolidated Balance Sheet (millions of Canadian dollars) Other assets Other pension and retirement plans Other employee benefit plans1 Total other assets Other liabilities Principal pension plans Principal non-pension post-retirement benefit plan Other pension and retirement plans Other employee benefit plans1 Total other liabilities Total net assets (liabilities) 1 Consists of other defined benefit pension and other post-employment benefit plans operated by the Bank and its subsidiaries that are not considered material for disclosure purposes. The Bank recognized the following amounts in the Consolidated Statement of Other Comprehensive Income for the years ended October 31. Amounts Recognized in the Consolidated Statement of Other Comprehensive Income1 (millions of Canadian dollars) Actuarial gains (losses) recognized in Other Comprehensive Income Principal pension plans Principal non-pension post-retirement benefit plan Other pension and retirement plans Other employee benefit plans Total actuarial gains (losses) recognized in Other Comprehensive Income 1 Amounts are presented on pre-tax basis. October 31 2014 October 31 2013 $ 9 6 15 516 557 919 401 2,393 $ (2,378) $ 52 4 56 161 551 673 330 1,715 $ (1,659) As at October 31 2012 $ – 1 1 400 526 863 361 2,150 $ (2,149) For the years ended October 31 2014 October 31 2013 October 31 2012 $ (371) 26 (266) (57) $ (668) $ 193 6 280 32 $ 511 $ (678) (73) (203) (83) $ (1,037) 196 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 2 7 INCOME TAXES The provision for (recovery of) income taxes is comprised of the following. Provision for (Recovery of) Income Taxes (millions of Canadian dollars) Provision for income taxes – Consolidated Statement of Income Current income taxes Provision for (recovery of) income taxes for the current period Adjustments in respect of prior years and other Total current income taxes Deferred income taxes Provision for (recovery of) deferred income taxes related to the origination and reversal of temporary differences Effect of changes in tax rates Recovery of income taxes due to recognition of previously unrecognized deductible temporary differences and unrecognized tax losses of a prior period Adjustments in respect of prior years and other Total deferred income taxes Total provision for income taxes – Consolidated Statement of Income Provision for (recovery of) income taxes – Statement of Other Comprehensive Income Current income taxes Deferred income taxes Income taxes – other non-income related items including business combinations and other adjustments Current income taxes Deferred income taxes Total provision for (recovery of) income taxes Current income taxes Federal Provincial Foreign Deferred income taxes Federal Provincial Foreign Total provision for (recovery of) income taxes Reconciliation to Statutory Income Tax Rate (millions of Canadian dollars, except as noted) Income taxes at Canadian statutory income tax rate Increase (decrease) resulting from: Dividends received Rate differentials on international operations Tax rate changes Other – net Provision for income taxes and effective income tax rate For the years ended October 31 2014 2013 2012 $ 1,450 31 1,481 $ 1,619 (114) 1,505 $ 999 (19) 980 37 1 (11) 4 31 1,512 (623) (269) (892) (9) (4) (13) 607 413 284 152 849 (398) 8 (2) 22 (370) 1,135 (699) (221) (920) (17) 40 23 238 353 245 191 789 154 (14) (1) (34) 105 1,085 172 (356) (184) 6 21 27 928 604 412 142 1,158 (72) (44) (126) (242) 607 $ (4) (5) (542) (551) $ 238 (246) (162) 178 (230) $ 928 2014 2013 $ 2,385 26.3% $ 1,970 26.3% $ 1,933 (321) (489) – (63) $ 1,512 (3.5) (5.4) – (0.7) 16.7% (253) (487) – (95) $ 1,135 (3.4) (6.5) – (1.3) 15.1% (262) (483) (18) (85) $ 1,085 2012 26.4% (3.6) (6.6) (0.2) (1.2) 14.8% 197 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Deferred tax assets and liabilities are comprised of the following. Deferred Tax Assets and Liabilities (millions of Canadian dollars) Deferred tax assets Allowance for credit losses Land, buildings, equipment, and other depreciable assets Deferred (income) expense Trading loans Derecognition of financial assets and liabilities Employee benefits Pensions Losses available for carry forward Tax credits Other Total deferred tax assets1 Deferred tax liabilities Securities Intangibles Goodwill Land, buildings, equipment, and other depreciable assets Total deferred tax liabilities Net deferred tax assets Reflected on the Consolidated Balance Sheet as follows: Deferred tax assets Deferred tax liabilities2 Net deferred tax assets October 31 2014 Consolidated Balance Sheet As at October 31 2013 Consolidated Balance Sheet $ 582 7 30 124 88 695 367 256 357 123 2,629 612 287 9 – 908 1,721 2,008 287 $ 1,721 $ 557 – 43 131 176 688 77 313 360 321 2,666 789 382 7 9 1,187 1,479 1,800 321 $ 1,479 1 The amount of temporary differences, unused tax losses, and unused tax credits for which no deferred tax asset is recognized on the Consolidated Balance Sheet was $18 million as at October 31, 2014 (October 31, 2013 – $37 million), of which $8 million (October 31, 2013 – $5 million) is scheduled to expire within five years. The movement in the net deferred tax asset for the years ended October 31 was as follows: 2 Included in Other liabilities on the Consolidated Balance Sheet. Deferred Income Tax Expense (Recovery) (millions of Canadian dollars) Consolidated Other Statement of Comprehensive Income Income Business Combinations and Other 2014 Total Consolidated Statement of Income Other Comprehensive Income Business Combinations and Other 2013 Total Deferred income tax expense (recovery) Allowance for credit losses Land, buildings, equipment, and other depreciable assets Deferred (income) expense Trading loans Derecognition of financial assets and liabilities Goodwill Employee benefits Losses available for carry forward Tax credits Other deferred tax assets Securities Intangible assets Pensions Total deferred income tax expense (recovery) $ (25) $ – $ – $ (25) $ (25) $ – $ – $ (25) (16) 13 7 74 2 (5) 57 3 202 (87) (95) (99) – – – 14 – (2) – – – (90) – (191) – – – – – – – – (4) – – – (16) 13 7 88 2 (7) 57 3 198 (177) (95) (290) 17 34 61 74 13 12 (28) (176) (11) (265) (91) 15 – – – (55) – – – – – (337) – 171 – – – – – – – – (18) – 61 (3) 17 34 61 19 13 12 (28) (176) (29) (602) (30) 183 $ 31 $ (269) $ (4) $ (242) $ (370) $ (221) $ 40 $ (551) Certain taxable temporary differences associated with the Bank’s investments in subsidiaries, branches and associates, and interests in joint ventures did not result in the recognition of deferred tax liabilities as at October 31, 2014. The total amount of these temporary differences was $37 billion as at October 31, 2014 (October 31, 2013 – $30 billion). 198 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 2 8 EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income attribut- able 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. Basic and Diluted Earnings Per Share (millions of Canadian dollars, except as noted) Basic earnings per share Net income attributable to common shareholders Weighted-average number of common shares outstanding (millions) Basic earnings per share (dollars) Diluted earnings per share Net income attributable to common shareholders Effect of dilutive securities Capital Trust II Securities – Series 2012-1 Net income available to common shareholders including impact of dilutive securities Weighted-average number of common shares outstanding (millions) Effect of dilutive securities Stock options potentially exercisable (millions)1 TD Capital Trust II Securities – Series 2012-1 (millions) Weighted-average number of common shares outstanding – diluted (millions) Diluted earnings per share (dollars)1 1 For the years ended October 31, 2014, October 31, 2013, and October 31, 2012, the computation of diluted earnings per share did not exclude any weighted- average options where the option price was greater than the average market price of the Bank’s common shares. The following table presents the Bank’s basic and diluted earnings per share for the years ended October 31, and reflects the impact of the stock dividend, as discussed in Note 21, on the Bank’s basic and diluted earnings per share, as if it was retrospectively applied to all periods presented. For the years ended October 31 2014 2013 2012 $ 7,633 1,839.1 4.15 $ 6,350 1,837.9 3.46 $ 6,160 1,813.2 3.40 7,633 6,350 6,160 – $ 7,633 1,839.1 6.2 – 1,845.3 4.14 $ 3 $ 6,353 1,837.9 5.7 1.5 1,845.1 3.44 $ 17 $ 6,177 1,813.2 6.5 10.0 1,829.7 3.38 $ N O T E 2 9 PROVISIONS, CONTINGENT LIABILITIES, COMMITMENTS, GUARANTEES, PLEDGED ASSETS, AND COLLATERAL PROVISIONS The following table summarizes the Bank’s provisions as at October 31. Provisions (millions of Canadian dollars) Balance as of November 1, 2012 Additions Amounts used Release of unused amounts Foreign currency translation adjustments and other Balance as of October 31, 2013, before allowance for credit losses for off-balance sheet instruments Add: allowance for credit losses for off-balance sheet instruments1 Balance as of October 31, 2013 Additions Amounts used Release of unused amounts Foreign currency translation adjustments and other Balance as of October 31, 2014, before allowance for credit losses for off-balance sheet instruments Add: allowance for credit losses for off-balance sheet instruments1 Balance as of October 31, 2014 1 Refer to Note 8, Loans, Impaired Loans, and Allowance for Credit Losses for further details. Litigation Restructuring $ 286 251 (279) (23) 9 $ 4 129 (28) – – Asset Retirement Obligations $ 66 7 – (4) – Other $ 89 102 (105) (22) 2 244 105 69 66 76 (146) (20) 14 40 (79) (11) – – – (1) – 132 (99) (31) (2) $ 168 $ 55 $ 68 $ 66 Total $ 445 489 (412) (49) 11 484 212 696 248 (324) (63) 12 $ 357 274 $ 631 199 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS LITIGATION In the ordinary course of business, the Bank and its subsidiaries are involved in various legal and regulatory actions, including class actions and other litigation or disputes with third parties. Legal provisions are established when it becomes probable that the Bank will incur an expense and the amount can be reliably estimated. The Bank may incur losses in addition to the amounts recorded when the loss is greater than estimated by management, or for matters when an unfavourable outcome is reasonably possible. The Bank considers losses to be reasonably possible when they are neither probable nor remote. The Bank believes the estimate of the aggregate range of reasonably possible losses, in excess of provisions, for its legal proceedings where it is possible to make such an estimate, is from zero to approximately $239 million as at October 31, 2014. This estimated aggregate range of reasonably possible losses is based upon currently available informa- tion for those proceedings in which the Bank is involved, taking into account the Bank’s best estimate of such losses for those cases which an estimate can be made. The Bank’s estimate involves significant judgment, given the varying stages of the proceedings and the existence of multiple defendants in many of such proceedings whose share of liability has yet to be determined. The matters underlying the estimated range will change from time to time, and actual losses may vary significantly from the current estimate. For certain cases, the Bank does not believe that an estimate can currently be made as many of them are in preliminary stages and certain cases have no specific amount claimed. Consequently, these cases are not included in the range. In management’s opinion, based on its current knowledge and after consultation with counsel, the Bank believes that the ultimate disposi- tion of these actions, individually or in the aggregate, will not have a material adverse effect on the consolidated financial condition or the consolidated cash flows of the Bank. However, there are a number of uncertainties involved in such proceedings, some of which are beyond the Bank’s control, including, for example, the risk that the requisite external approvals of a particular settlement may not be granted. As such, there is a possibility that the ultimate resolution of those legal or regulatory actions may be material to the Bank’s consolidated results of operations for any particular reporting period. The following is a description of the Bank’s material legal or regulatory actions. Rothstein Litigation TD Bank, N.A. was named as a defendant in multiple lawsuits in state and federal court in Florida related to an alleged US$1.2 billion Ponzi scheme perpetrated by, among others, Scott Rothstein, a partner of the Fort Lauderdale, Florida based law firm, Rothstein, Rosenfeldt and Adler (RRA). On July 11, 2013, the United States Bankruptcy Court for the South- ern District of Florida confirmed a liquidation plan for the RRA bank- ruptcy estate that includes a litigation bar order in favor of TD Bank, N.A. (the “Bar Order”). TD Bank, N.A. and/or the Bank are or may be the subject of other litigation or regulatory proceedings related to the Rothstein fraud, although further civil litigation may be enjoined by the Bar Order. The outcome of any such proceedings is difficult to predict and could result in judgments, settlements, injunctions, or other results adverse to TD Bank, N.A. or the Bank. Two civil matters are specifically exempted from the Bar Order. First, the lawsuit captioned Coquina Investments v. TD Bank, N.A. et al. was exempted from the bar order. The jury in the Coquina lawsuit returned a verdict against TD Bank, N.A. on January 18, 2012, in the amount of US$67 million, comprised of US$32 million of compensatory damages and US$35 million of punitive damages. On August 3, 2012, the trial court entered an order sanctioning TD Bank, N.A. and its former outside counsel, Greenberg Traurig, for alleged discovery misconduct. The sanctions order established certain facts relating to TD Bank, N.A.’s knowledge of the Rothstein fraud and the unreasonableness of TD Bank, N.A.’s monitoring and alert systems, and ordered TD Bank, N.A. and Greenberg Traurig to pay the costs incurred by the plaintiff in bringing the sanctions motions. TD Bank, N.A. appealed the judgment and sanctions order to the United States Court of Appeals for the Eleventh Circuit. On July 29, 2014, the Court of Appeals affirmed the judgment and sanctions order, but referred the case to the trial court to determine whether the amount of the judgment should be reduced. TD Bank, N.A. is considering its further options. Second, the Bar Order did not apply to a motion seeking sanctions against TD Bank, N.A. filed by the plaintiffs in the matter captioned Razorback Funding, LLC, et al. v. TD Bank, N.A., et al. The motion for sanctions was, however, denied on July 25, 2014. Plaintiffs have appealed the denial of their motion, and that appeal is still pending. Overdraft Litigation TD Bank, N.A. was originally named as a defendant in six putative nationwide class actions challenging the manner in which it calculates and collects overdraft fees: Dwyer v. TD Bank, N.A. (D. Mass.); Hughes v. TD Bank, N.A. (D. N.J.); Mascaro v. TD Bank, N.A. (D. D.C.); Mazzadra, et al. v. TD Bank, N.A. (S.D. Fla.); Kimenker v. TD Bank, N.A. (D. N.J.); and Mosser v. TD Bank, N.A. (D. Pa.). These actions were transferred to the United States District Court for the Southern District of Florida and have now been dismissed or settled. Settlement payments were made to class members in June 2013, and a second distribution to eligible class members of residual settlement funds was made in October 2014. The Court retains jurisdiction over class members and distributions. On August 21, 2013, TD Bank, N.A. was named as a defendant in King, et al. v. TD Bank, N.A f/k/a Carolina First Bank (D.S.C.), a putative nationwide class action filed in federal court in South Carolina challenging overdraft practices at Carolina First Bank prior to its merger into TD Bank, N.A. in September 2010, as well as the overdraft practices at TD Bank, N.A. from August 16, 2010, to the present. This case has progressed to the discovery stage. On February 28, 2014, TD Bank, N.A. was named as a defendant in Padilla, et al. v. TD Bank, N.A. (E.D. Pa.), a putative nationwide class action filed in federal court in the Eastern District of Pennsylvania challenging TD Bank, N.A.’s overdraft practices on behalf of certain individuals who opened a chequing account after August 15, 2010, or were not included in the prior overdraft class action settlements. This case is in its preliminary stages. 200 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSInterchange Fee Class Actions Between 2011 and 2013, seven proposed class actions were commenced in British Columbia, Alberta, Saskatchewan, Ontario, and Quebec: Coburn and Watson’s Metropolitan Home v. Bank of America Corporation, et al.; 1023916 Alberta Ltd. v. Bank of America Corpora- tion, et al.; Macaronies Hair Club v. BOFA Canada Bank, et al.; The Crown & Hand Pub Ltd. v. Bank of America Corporation, et al.; Hello Baby Equipment Inc. v. BOFA Canada Bank, et al.; Bancroft-Snell, et al. v. Visa Canada Corporation, et al.; and 9085-4886 Quebec Inc. v. Visa Canada Corporation, et al. The defendants in each action are Visa Canada Corporation (Visa) and MasterCard International Incorporated (MasterCard) (collectively, the “Networks”), along with TD and several other financial institutions. The plaintiff class members are Canadian merchants who accept payment for products and services by Visa and/ or MasterCard. While there is some variance, in most of the actions it is alleged that, from March 2001 to the present, the Networks conspired with their issuing banks and acquirers to fix excessive fees and that certain rules (Honour All Cards and No Surcharge) have the effect of increasing the merchant discount fees. The actions include claims of civil conspiracy, breach of the Competition Act, interference with economic relations and unjust enrichment. Unspecified general and punitive damages are sought on behalf of the merchant class members. In the lead case proceeding in British Columbia, the decision to partially certify the action as a class proceeding was released on March 27, 2014. This decision is under appeal by both class represen- tatives and defendants. The appeals are expected to be heard in December 2014. RESTRUCTURING The Bank undertook certain measures commencing in the fourth quarter of 2013, which continued through fiscal year 2014, to reduce costs in a sustainable manner and achieve greater operational efficien- cies. To implement these measures, the Bank recorded a provision of $129 million in 2013 and $29 million in 2014 for restructuring initiatives related primarily to retail branch, real estate and other optimi zation initiatives. COMMITMENTS Credit-related Arrangements In the normal course of business, the Bank enters into various commit- ments and contingent liability contracts. The primary purpose of these contracts is to make funds available for the financing needs of custom- ers. The Bank’s policy for requiring collateral security with respect to these contracts and the types of collateral security held is generally the same as for loans made by the Bank. Financial and performance standby letters of credit represent irrevo- cable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties and they carry the same credit risk, recourse and collateral security requirements as loans extended to customers. See the Guarantees section in this Note for further details. Documentary and commercial letters of credit are instruments issued on behalf of a customer authorizing a third party to draw drafts on the Bank up to a certain amount subject to specific terms and conditions. The Bank is at risk for any drafts drawn that are not ultimately settled by the customer, and the amounts are collateralized by the assets to which they relate. Commitments to extend credit represent unutilized portions of authorizations to extend credit in the form of loans and customers’ liability under acceptances. A discussion on the types of liquidity facilities the Bank provides to its securitization conduits is included in Note 10. The values of credit instruments reported as follows represent the maximum amount of additional credit that the Bank could be obligated to extend should contracts be fully utilized. Credit Instruments (millions of Canadian dollars) Financial and performance standby letters of credit Documentary and commercial letters of credit Commitments to extend credit1 Original term to maturity of one year or less Original term to maturity of more than one year Total As at October 31 October 31 2013 2014 $ 18,395 $ 16,503 200 207 32,593 32,456 67,913 56,873 $ 118,971 $ 106,169 1 Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s discretion at any time. In addition, as at October 31, 2014, the Bank is committed to fund $76 million (October 31, 2013 – $82 million) of private equity investments. Long-term Commitments or Leases The Bank has obligations under long-term non-cancellable leases for premises and equipment. Future minimum operating lease commit- ments for premises and for equipment, where the annual rental is in excess of $100 thousand, is estimated at $823 million for 2015; $786 million for 2016; $725 million for 2017; $653 million for 2018, $564 million for 2019, and $3,183 million for 2020 and thereafter. Future minimum finance lease commitments where the annual payment is in excess of $100 thousand, is estimated at $32 million for 2015; $28 million for 2016; $20 million for 2017; $8 million for 2018, $7 million for 2019, and $24 million for 2020 and thereafter. The premises and equipment net rental expense, included under Non-interest expenses in the Consolidated Statement of Income, was $947 million for the year ended October 31, 2014 (October 31, 2013 – $971 million; October 31, 2012 – $914 million). Pledged Assets and Collateral In the ordinary course of business, securities and other assets are pledged against liabilities or contingent liabilities, including repurchase agreements, securitization liabilities, capital trust securities, and securi- ties borrowing transactions. Assets are also deposited for the purposes of participation in clearing and payment systems and depositories or to have access to the facilities of central banks in foreign jurisdictions, or as security for contract settlements with derivative exchanges or other derivative counterparties. As at October 31, 2014, securities and other assets with a carrying value of $139 billion (October 31, 2013 – $134 billion) were pledged as collateral in respect of these transac- tions. See Note 9 for further details. Certain consumer instalment and other personal loan assets with a carrying value of $8 billion (October 31, 2013 – $11 billion) and residential mortgages with a carrying value of $8 billion (October 31, 2013 – nil) were also pledged with respect to covered bonds issued by the Bank. 201 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Written options can be used by the counterparty to hedge foreign exchange, equity, credit, commodity, and interest rate risks. The Bank does not track, for accounting purposes, whether its clients enter into these derivative contracts for trading or hedging purposes and has not determined if the guaranteed party has the asset or liability related to the underlying. Accordingly, the Bank cannot ascertain which contracts are guarantees under the definition contained in the accounting guide- line for disclosure of guarantees. The Bank employs a risk framework to define risk tolerances and establishes limits designed to ensure that losses do not exceed acceptable pre-defined limits. Due to the nature of these contracts, the Bank cannot make a reasonable estimate of the potential maximum amount payable to the counterparties. The total notional principal amount of the written options as at October 31, 2014, was $86 billion (October 31, 2013 – $82 billion). Indemnification Agreements In the normal course of operations, the Bank provides indemnification agreements to various counterparties in transactions such as service agreements, leasing transactions, and agreements relating to acquisi- tions and dispositions. Under these agreements, the Bank is required to compensate counterparties for costs incurred as a result of various contingencies such as changes in laws and regulations and litigation claims. The nature of certain indemnification agreements prevents the Bank from making a reasonable estimate of the maximum potential amount that the Bank would be required to pay such counterparties. The Bank also indemnifies directors, officers and other persons, to the extent permitted by law, against certain claims that may be made against them as a result of their services to the Bank or, at the Bank’s request, to another entity. The following table summarizes as at October 31, the maximum poten- tial amount of future payments that could be made under guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Maximum Potential Amount of Future Payments (millions of Canadian dollars) As at Financial and performance standby letters of credit Assets sold with contingent repurchase obligations Total October 31 October 31 2013 2014 $ 18,395 $ 16,503 341 $ 18,662 $ 16,844 267 Assets that can be Repledged or Sold (millions of Canadian dollars) Trading loans, securities, and other Other assets Total As at October 31 October 31 2013 2014 $ 30,642 $ 29,484 120 $ 30,742 $ 29,604 100 In addition, the Bank may accept financial assets as collateral that the Bank is permitted to sell or repledge in the absence of default. These transactions are conducted under terms that are usual and customary to standard lending, and security borrowing and lending activities. As at October 31, 2014, the fair value of financial assets accepted as collateral that the Bank is permitted to sell or repledge in the absence of default was $22 billion (October 31, 2013 – $20 billion). The fair value of financial assets accepted as collateral that have been sold or repledged (excluding cash collateral) was $4 billion as at October 31, 2014 (October 31, 2013 – $3 billion). Assets Sold with Recourse In connection with its securitization activities, the Bank typically makes customary representations and warranties about the underlying assets which may result in an obligation to repurchase the assets. These representations and warranties attest that the Bank, as the seller, has executed the sale of assets in good faith, and in compliance with relevant laws and contractual requirements. In the event that they do not meet these criteria, the loans may be required to be repurchased by the Bank. GUARANTEES The following types of transactions represent the principal guarantees that the Bank has entered into. Assets Sold with Contingent Repurchase Obligations The Bank sells mortgage loans, which it continues to service, to the TD Mortgage Fund (the “Fund”), a mutual fund managed by the Bank. As part of its responsibilities, the Bank has an obligation to repurchase mortgage loans when they default or if the Fund experiences a liquid- ity event such that it does not have sufficient cash to honor unit holder redemptions. For further details on the Bank’s involvement with the Fund, please see Note 10, Structured Entities. Credit Enhancements The Bank guarantees payments to counterparties in the event that third party credit enhancements supporting asset pools are insufficient. Written Options Written options are agreements under which the Bank grants the buyer the future right, but not the obligation, to sell or buy at or by a specified date, a specific amount of a financial instrument at a price agreed when the option is arranged and which can be physically or cash settled. 202 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 3 0 RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence over the other party in making financial or operational decisions. The Bank’s related parties include key management person- nel, their close family members and their related entities, subsidiaries, associates, joint ventures, and post-employment benefit plans for the Bank’s employees. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL, THEIR CLOSE FAMILY MEMBERS AND THEIR RELATED ENTITIES Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Bank, directly or indirectly. The Bank considers certain of its offi- cers and directors and their affiliates to be key management personnel. The Bank makes loans to its key management personnel, their close family members, and their related entities on market terms and conditions with the exception of banking products and services for key management personnel, which are subject to approved policy guidelines that govern all employees. Loans to Key Management Personnel, their Close Family Members and their Related Entities (millions of Canadian dollars) As at Personal loans, including mortgages Business loans Total October 31 October 31 2013 2014 $ 4 262 $ 266 $ 3 181 $ 184 COMPENSATION The remuneration of key management personnel was as follows: Compensation (millions of Canadian dollars) Short-term employee benefits Post-employment benefits Share-based payments Total For the years ended October 31 2014 $ 27 1 37 $ 65 2013 $ 25 2 32 $ 59 2012 $ 23 1 32 $ 56 In addition, the Bank offers deferred share and other plans to non- employee directors, executives, and certain other key employees. See Note 25 for more details. In the ordinary course of business, the Bank also provides various banking services to associated and other related corporations on terms similar to those offered to non-related parties. TRANSACTIONS WITH SUBSIDIARIES, TD AMERITRADE AND SYMCOR INC. Transactions between the Bank and its subsidiaries meet the definition of related party transactions. If these transactions are eliminated on consolidation, they are not disclosed as related party transactions. Transactions between the Bank, TD Ameritrade and Symcor also qualify as related party transactions. There were no significant transac- tions between the Bank, TD Ameritrade and Symcor during fiscal 2014, other than as described in the following sections. Other Transactions with TD Ameritrade and Symcor Inc. (1) TD AMERITRADE HOLDING CORPORATION The following is a description of significant transactions of the Bank and its affiliates with TD Ameritrade. Insured Deposit Account (formerly known as Money Market Deposit Account) Agreement The Bank is party to an insured deposit account (IDA) agreement with TD Ameritrade, pursuant to which the Bank makes available to clients of TD Ameritrade, IDAs as designated sweep vehicles. TD Ameritrade provides marketing and support services with respect to the IDA. The Bank paid fees of $895 million in 2014 (2013 – $821 million; 2012 – $834 million) to TD Ameritrade for the deposit accounts. The fee paid by the Bank is based on the average insured deposit balance of $80 billion in 2014 (2013 – $70 billion; 2012 – $60 billion) with a portion of the fee tied to the actual yield earned by the Bank on the investments, less the actual interest paid to clients of TD Ameritrade, with the balance based on an agreed rate of return. The Bank earns a servicing fee of 25 basis points on the aggregate average daily balance in the sweep accounts (subject to adjustment based on a specified formula). As at October 31, 2014, amounts receivable from TD Ameritrade were $103 million (October 31, 2013 – $54 million). As at October 31, 2014, amounts payable to TD Ameritrade were $104 million (October 31, 2013 – $103 million). (2) TRANSACTIONS WITH SYMCOR INC. The Bank has one-third ownership in Symcor Inc. (Symcor), a Canadian provider of business process outsourcing services offering a diverse portfolio of integrated solutions in item processing, statement process- ing and production, and cash management services. The Bank accounts for Symcor’s results using the equity method of accounting. During fiscal 2014, the Bank paid $122 million (2013 – $128 million; 2012 – $128 million) for these services. As at October 31, 2014, the amount payable to Symcor was $10 million (October 31, 2013 – $10 million). The Bank and two other shareholder banks have also provided a $100 million unsecured loan facility to Symcor which was undrawn as at October 31, 2014, and October 31, 2013. 203 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 3 1 SEGMENTED INFORMATION Effective November 1, 2013, the Bank revised its reportable segments, and for management reporting purposes, reports its results under three key business segments: Canadian Retail, which includes the results of the Canadian personal and commercial banking businesses, Canadian credit cards, TD Auto Finance Canada and Canadian wealth and insurance businesses; U.S. Retail, which includes the results of the U.S. personal and commercial banking businesses, U.S. credit cards, TD Auto Finance U.S., U.S. wealth business and the Bank’s investment in TD Ameritrade; and Wholesale Banking. The Bank’s other activities are grouped into the Corporate segment. Certain goodwill pertaining to the former Wealth and Insurance segment was allocated on a rela- tive fair value basis to the Canadian Retail and U.S. Retail segments when the segments were realigned. The segmented results for periods prior to the segment realignment have been restated accordingly. The results of the Aeroplan credit card portfolio, acquired on December 27, 2013, are reported in the Canadian Retail segment. The results of Epoch Investment Partners, Inc., acquired on March 27, 2013, and the results of the U.S. credit card portfolio of Target Corpo- ration, acquired on March 13, 2013, are reported in the U.S. Retail segment. The results of the credit card portfolio of MBNA Canada, acquired on December 1, 2011, as well as the integration charges related to the acquisition, are reported in the Canadian Retail segment. Canadian Retail is comprised of Canadian personal and commercial banking, which provides financial products and services to personal, small business, and commercial customers, TD Auto Finance Canada, the Canadian credit card business, the Canadian wealth business, which provides investment products and services to institutional and retail investors, and the insurance business. U.S. Retail is comprised of the personal and commercial banking operations in the U.S. operating under the brand TD Bank, America’s Most Convenient Bank, primarily in the Northeast and Mid-Atlantic regions and Florida, and the U.S. wealth business, including Epoch and the Bank’s equity investment in TD Ameritrade. Wholesale Banking provides financial products and services to corporate, government, and institutional customers. The Bank’s other activities are grouped into the Corporate segment. The Corporate segment includes the effects of asset securitization programs, treasury management, collective provision for credit losses in Canadian Retail and Wholesale Banking, elimination of taxable equivalent adjustments and other management reclassifications, corpo- rate level tax items, and residual unallocated revenue and expenses. The results of each business segment reflect revenue, expenses and assets generated by the businesses in that segment. Due to the complexity of the Bank, its management reporting model uses various estimates, assumptions, allocations and risk-based methodologies for funds transfer pricing, inter-segment revenue, income tax rates, capital, indirect expenses and cost transfers to measure business segment results. Transfer pricing of funds is generally applied at market rates. Inter-segment revenue is negotiated between each business segment and approximates the fair value of the services provided. Income tax provision or recovery is generally applied to each segment based on a statutory tax rate and may be adjusted for items and activities unique to each segment. Amortization of intangibles acquired as a result of business combinations is included in the Corporate segment. Accordingly, net income for business segments is presented before amortization of these intangibles. 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 dividends, is adjusted to its equivalent before-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 adjustment reflected in Wholesale Banking is reversed in the Corporate segment. The Bank purchases credit default swaps (CDS) to hedge the credit risk in Wholesale Banking’s corporate lending portfolio. These CDS do not qualify for hedge accounting treatment and are measured at fair value with changes in fair value recognized in current period’s earn- ings. The related loans are accounted for at amortized cost. Manage- ment believes that this asymmetry in the accounting treatment between CDS and loans would result in periodic profit and loss volatil- ity which is not indicative of the economics of the corporate loan portfolio or the underlying business performance in Wholesale Banking. As a result, these CDS are accounted for on an accrual basis in Whole- sale Banking and the gains and losses on these CDS, in excess of the accrued cost, are reported in the Corporate segment. The Bank reclassified certain debt securities from trading to the available-for-sale category effective August 1, 2008. As part of the Bank’s trading strategy, these debt securities are economically hedged, primarily with CDS and interest rate swap contracts. These derivatives are not eligible for reclassification and are recorded on a fair value basis with changes in fair value recorded in the period’s earnings. Management believes that this asymmetry in the accounting treatment between derivatives and the reclassified debt securities results in volatility in earnings from period to period that is not indicative of the economics of the underlying business performance in Wholesale Banking. As a result, the derivatives are accounted for on an accrual basis in Wholesale Banking and the gains and losses related to the derivatives, in excess of the accrued costs, are reported in the Corporate segment. 204 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSThe following table summarizes the segment results for the years ended October 31. Results by Business Segment (millions of Canadian dollars, except as noted) Net interest income (loss) Non-interest income (loss) Provision for (reversal of) credit losses Insurance claims and related expenses Non-interest expenses Income (loss) before income taxes Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income (loss) Total assets as at October 31 (billions of Canadian dollars) Net interest income (loss) Non-interest income (loss) Provision for (reversal of) credit losses Insurance claims and related expenses Non-interest expenses Income (loss) before income taxes Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income (loss) Total assets as at October 31 (billions of Canadian dollars) Net interest income (loss) Non-interest income (loss) Provision for (reversal of) credit losses Insurance claims and related expenses Non-interest expenses Income (loss) before income taxes Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income (loss) Total assets as at October 31 (billions of Canadian dollars) Canadian Retail U.S. Retail Wholesale Banking Corporate Total For the years ended October 31 2014 $ 9,538 9,623 946 2,833 8,438 6,944 1,710 – $ 5,234 $ 6,000 2,245 676 – 5,352 2,217 412 305 $ 2,110 $ 2,210 470 11 – 1,589 1,080 267 – $ 813 $ (164) 39 (76) – 1,117 (1,166) (877) 15 (274) $ $ 17,584 12,377 1,557 2,833 16,496 9,075 1,512 320 $ 7,883 $ 334.6 $ 277.1 $ 302.2 $ 30.8 $ 944.7 $ 8,922 8,860 929 3,056 7,754 6,043 1,474 – $ 4,569 $ 5,173 2,149 779 – 4,768 1,775 269 246 $ 1,752 $ 1,982 428 26 – 1,542 842 192 – $ 650 $ (3) (252) (103) – 1,005 (1,157) (800) 26 (331) $ 2013 $ 16,074 11,185 1,631 3,056 15,069 7,503 1,135 272 $ 6,640 $ 312.1 $ 244.5 $ 269.3 $ 36.1 $ 862.0 $ 8,606 8,387 1,151 2,424 7,485 5,933 1,470 – $ 4,463 $ 4,663 1,570 779 – 4,246 1,208 92 209 $ 1,325 $ 1,805 849 47 – 1,570 1,037 157 – $ 880 $ (48) (286) (182) – 715 (867) (634) 25 (208) $ 2012 $ 15,026 10,520 1,795 2,424 14,016 7,311 1,085 234 $ 6,460 $ 303.8 $ 214.3 $ 260.7 $ 32.3 $ 811.1 205 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS RESULTS BY GEOGRAPHY For reporting of geographic results, segments are grouped into Canada, United States and Other international. Transactions are primarily recorded in the location responsible for recording the revenue or assets. This loca tion frequently corresponds with the location of the legal entity through which the business is conducted and the location of the customer. (millions of Canadian dollars) Canada United States Other international Total Canada United States Other international Total Canada United States Other international Total For the years ended October 31 As at October 31 2014 2014 Total revenue Income before income taxes Net income Goodwill Total assets $ 19,642 8,363 1,956 $ 29,961 $ 18,013 7,205 2,041 $ 27,259 $ 17,314 6,101 2,131 $ 25,546 $ 6,314 1,579 1,182 $ 9,075 $ 5,220 1,023 1,260 $ 7,503 $ 5,356 458 1,497 $ 7,311 $ 5,106 1,284 1,493 $ 7,883 2013 $ 4,234 864 1,542 $ 6,640 2012 $ 4,293 462 1,705 $ 6,460 $ 1,540 12,641 52 $ 14,233 $ 1,592 11,694 7 $ 13,293 $ 1,549 10,713 49 $ 12,311 $ 545,073 320,130 79,539 $ 944,742 2013 $ 518,247 262,679 81,095 $ 862,021 2012 $ 498,334 242,058 70,661 $ 811,053 N O T E 3 2 INTEREST RATE RISK The Bank earns and pays interest on certain assets and liabilities. To the extent that the assets, liabilities and financial instruments mature or reprice at different points in time, the Bank is exposed to interest rate risk. The following table details the balances of interest-rate sensitive instruments by the earlier of the maturity or repricing date. Contractual repricing dates may be adjusted according to management’s estimates for prepayments or early redemptions that are independent of changes in interest rates. Certain assets and liabilities are shown as non-rate sensitive although the profile assumed for actual management may be different. Derivatives are presented in the floating rate cate- gory. The Bank’s risk management policies and procedures relating to credit, market, and liquidity risks as required under IFRS 7 are outlined in the shaded sections of the “Managing Risk” section of the MD&A. 206 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Interest Rate Risk (billions of Canadian dollars, except as noted) Assets Cash resources and other Effective yield Trading loans, securities, and other Effective yield Financial assets designated at fair value through profit or loss Effective yield Available-for-sale Effective yield Held-to-maturity Effective yield Securities purchased under reverse repurchase agreements Effective yield Loans Effective yield Other Total assets Liabilities and equity Trading deposits Effective yield Other financial liabilities designated at fair value through profit or loss Effective yield Other deposits Effective yield Securitization liabilities at fair value Effective yield Obligations related to securities sold short Obligations related to securities sold under repurchase agreements Effective yield Securitization liabilities at amortized cost Effective yield Subordinated notes and debentures Effective yield Other Equity Total liabilities and equity Net position Assets Cash resources and other Effective yield Trading loans, securities, and other Effective yield Financial assets designated at fair value through profit or loss Effective yield Available-for-sale Effective yield Held-to-maturity Effective yield Securities purchased under reverse repurchase agreements Effective yield Loans Effective yield Other Total assets Liabilities and equity Trading deposits Effective yield Other deposits Effective yield Securitization liabilities at fair value Effective yield Obligations related to securities sold short Obligations related to securities sold under repurchase agreements Effective yield Securitization liabilities at amortized cost Effective yield Subordinated notes and debentures Effective yield Other Equity Total liabilities and equity Net position Floating Within 3 3 months to 1 year rate months Total within 1 year Over 1 year to 5 years Over 5 years Non- interest sensitive Total As at October 31, 2014 $ 25.7 $ 20.0 0.5 0.7 0.4 – $ $ $ $ 0.1% 3.9 0.9% 1.2 2.3% 4.7 0.8% 1.5 7.3% $ $ $ $ $ $ $ $ 0.5 $ 46.2 0.5% 7.4 $ 11.8 0.9% 1.1 $ 2.9% 3.0 $ 17.7 $ 22.8 $ 26.8 0.7% 2.1% $ 17.2 $ 18.7 $ 28.8 0.8% $ $ – –% – $ –% 0.4 $ 46.6 $ 19.6 $ 18.7 $ 51.1 $ 101.2 $ 1.0% 0.6 1.5% 1.4% 0.1 1.1% 1.4% $ 0.9 $ 2.4% $ 12.7 $ 2.5% $ 9.5 $ 2.2% $ – $ –% 0.2 $ 4.7 0.7 $ 63.0 – $ 57.0 8.2 $ 75.0 4.7 $ 42.2 $ 19.8 $ 66.7 $ 0.4% 0.3% $ 15.3 $ 197.4 $ 49.7 $ 262.4 $ 173.4 $ 28.4 $ 14.7 $ 478.9 $ 68.3 $ 115.6 1.9% $ – $ 270.9 3.6% $ – $ 68.3 $ 113.4 $ 499.9 3.4% $ – $ 249.3 3.8% $ – $ 50.0 $ 70.2 $ 125.3 $ 118.3 $ 944.7 $ 14.0 $ 24.0 $ 19.5 $ 57.5 $ – $ 0.3% – –% $ 204.0 $ 65.1 $ – $ 39.5 1.0 $ $ 0.7% 0.3 0.3% $ – $ 35.7 $ $ $ $ – – 0.4% 8.4 1.6% – –% $ – $ 62.3 – $ – $ $ 320.8 $ 133.5 $ (205.2) $ 137.4 $ 10.5 $ 20.6 $ $ $ $ $ 0.1 0.7 0.4 – $ $ $ $ 0.3% 6.0 1.6% 0.6 4.8% 7.4 0.3% 1.1 2.3% 2.2 $ 46.4 0.4% 0.3% $ – $ –% – – $ 36.2 $ 305.3 $ $ 0.2 1.5% 3.3 1.5% $ 0.4 $ 1.9% $ – $ –% 1.2 $ 59.3 – $ 3.3 $ 61.7 $ 9.1 $ 224.6 $ 600.7 $ $ $ $ $ 1.3% 1.6 $ 2.3% 1.9 – $ 39.5 0.6 $ 37.3 0.4% 2.3 $ 10.7 2.6% 1.7 $ 5.2% 1.7 $ – $ 62.3 – – $ $ $ 61.9 $ 516.2 $ 51.5 $ (16.3) $ $ $ 1.6% 6.4 1.4% – – –% $ 11.4 $ 2.1% 5.9 4.9% $ – 2.2 $ $ 91.1 $ 158.2 2.9% $ 2.9 $ 2.2% $ $ – $ – $ –% $ 2.9 $ 3.1% $ 0.2 $ 9.2% – $ 11.2 – 8.3 $ 39.5 $ 45.6 – $ 25.0 – $ 7.8 $ – $ 33.8 – $ 54.0 $ $ 15.5 $ 321.9 $ 54.7 $ (196.6) $ $ 96.1 $ 56.2 $ 944.7 – October 31, 2013 $ $ $ 0.8 $ 31.9 0.6% 9.0 $ 15.1 1.1% 2.0 $ 2.9% 3.3 $ 2.0% 2.6 3.6% $ 39.5 $ 47.3 $ 21.2 $ $ 3.1 0.9% 2.0 $ 1.6% 7.2 $ 55.8 0.2% 2.1% $ 17.6 $ 1.4% 2.1 1.9% $ $ – –% – $ –% 0.3 $ 32.2 $ 25.3 $ 11.8 $ 49.7 $ 101.9 2.9% $ 0.5 $ 3.0% $ 10.4 $ 2.2% $ 9.3 $ 2.1% $ – $ –% 0.1 $ 6.5 0.6 $ 79.5 – $ 30.0 6.4 $ 64.3 $ 15.3 $ 190.5 $ 47.4 $ 253.2 $ 157.5 $ 23.7 $ 10.5 $ 444.9 $ 55.9 $ 85.1 1.8% $ – $ 272.6 3.7% $ – $ 55.9 $ 107.9 $ 465.6 3.6% $ – $ 226.3 3.9% $ – $ 46.8 $ 55.7 $ 114.4 $ 102.7 $ 862.0 $ – $ 25.6 $ 23.2 $ 48.8 $ 0.2% 0.4% 0.7 0.6% $ 0.4 $ 2.1% 1.1 $ 51.0 $ 196.2 $ 53.9 $ 45.9 $ 296.0 $ 54.8 $ 3.4 $ 187.4 $ 541.6 $ – $ 41.8 0.8 $ $ $ – – $ 55.9 $ – $ 294.7 $ (209.6) $ 0.8% 4.4 0.9% $ – $ 27.7 $ $ 0.4% 8.1 1.9% – –% – $ $ 1.5 $ 121.2 $ 151.4 0.9% 8.5 $ 12.9 1.0% – $ 41.8 0.1 $ 28.6 0.4% 2.6 $ 10.7 1.5% 0.2 $ 0.2 $ $ $ $ $ 10.1% 1.0 $ 56.9 $ $ 2.2 0.7 $ $ 82.2 $ 498.1 $ 25.7 $ (32.5) $ $ $ 1.7% 6.6 1.7% – – –% $ 12.0 $ 1.9% 7.6 5.0% 0.7 $ $ 0.5 $ 82.9 $ 143.4 5.4% $ 2.5 $ 2.6% $ $ – $ – $ –% $ 2.9 $ 2.9% $ 0.2 $ 9.2% – $ 22.0 – 5.8 $ 41.8 $ 34.4 – $ 25.6 – $ 8.0 – $ 28.6 $ $ – $ 48.7 $ 9.4 $ 271.6 $ 46.3 $ (157.2) $ 86.2 $ 51.4 $ 862.0 $ – 207 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Interest Rate Risk by Category (billions of Canadian dollars) Canadian currency Foreign currency Net position Canadian currency Foreign currency Net position N O T E 3 3 CREDIT RISK Floating rate $ (186.1) (19.1) $ (205.2) Within 3 months $ 109.7 27.7 $ 137.4 3 months to 1 year $ 25.5 26.0 $ 51.5 $ (177.4) (32.2) $ (209.6) $ 110.7 40.7 $ 151.4 $ 11.8 13.9 $ 25.7 Total within 1 year $ (50.9) 34.6 $ (16.3) $ (54.9) 22.4 $ (32.5) Over 1 year to 5 years $ 103.2 55.0 $ 158.2 $ 95.2 48.2 $ 143.4 Over 5 years $ 9.9 44.8 $ 54.7 $ 10.4 35.9 $ 46.3 As at October 31, 2014 Non- interest sensitive $ (49.5) (147.1) $ (196.6) Total $ 12.7 (12.7) – $ October 31, 2013 $ 10.4 (10.4) – $ $ (40.3) (116.9) $ (157.2) Concentration of credit risk exists where a number of borrowers or counterparties are engaged in similar activities, are located in the same geographic area or have comparable economic characteristics. Their ability to meet contractual obligations may be similarly affected by changing economic, political or other conditions. The Bank’s portfolio could be sensitive to changing conditions in particular geographic regions. Concentration of Credit Risk (billions of Canadian dollars, except as noted) Canada United States6 United Kingdom Europe – other Other international Total Loans and customers’ liability under acceptances1 Credit instruments2,3 As at Derivative financial instruments4,5 October 31 2014 October 31 2013 October 31 2014 October 31 2013 October 31 2014 October 31 2013 72% 27 – – 1 100% 74% 25 – – 1 100% 48% 48 1 2 1 100% 50% 46 1 2 1 100% $ 492 $ 451 $ 119 $ 106 34% 23 18 18 7 100% $ 53 39% 19 15 20 7 100% $ 48 1 Of the total loans and customers’ liability under acceptances, the only industry 4 As at October 31, 2014, the current replacement cost of derivative financial instru- segment which equalled or exceeded 5% of the total concentration as at October 31, 2014, was: real estate 9% (October 31, 2013 – 8%). 2 As at October 31, 2014, the Bank had commitments and contingent liability contracts in the amount of $119 billion (October 31, 2013 – $106 billion). Included are commitments to extend credit totalling $100 billion (October 31, 2013 – $89 billion), of which the credit risk is dispersed as detailed in the table above. 3 Of the commitments to extend credit, industry segments which equalled or exceeded 5% of the total concentration were as follows as at October 31, 2014: financial institutions 17% (October 31, 2013 – 17%); pipelines, oil and gas 9% (October 31, 2013 – 10%); power and utilities 9% (October 31, 2013 – 8%); government, public sector entities, and education 8% (October 31, 2013 – 7%); sundry manufacturing and wholesale 7% (October 31, 2013 – 7%); automotive 6% (October 31, 2013 – 7%); telecommunications, cable, and media 6% (Octo- ber 31, 2013 – 7%); professional and other services 5% (October 31, 2013 – 4%). ments amounted to $53 billion (October 31, 2013 – $48 billion). Based on the location of the ultimate counterparty, the credit risk was allocated as detailed in the table above. The table excludes the fair value of exchange traded derivatives. 5 The largest concentration by counterparty type was with financial institutions (including non-banking financial institutions), which accounted for 85% of the total as at October 31, 2014 (October 31, 2013 – 83%). The second largest concentration was with governments, which accounted for 11% of the total as at October 31, 2014 (October 31, 2013 – 12%). No other industry segment exceeded 5% of the total. 6 Debt securities classified as loans were 1% as at October 31, 2014 (October 31, 2013 – 1%) of the total loans and customers’ liability under acceptances. 208 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following table presents the maximum exposure to credit risk of financial instruments, before taking account of any collateral held or other credit enhancements. Gross Maximum Credit Risk Exposure (millions of Canadian dollars) Cash and due from banks Interest-bearing deposits with banks Securities1 Trading Government and government-insured securities Other debt securities Retained interest Available-for-sale Government and government-insured securities Other debt securities Held-to-maturity Government and government-insured securities Other debt securities Securities purchased under reverse purchase agreements Derivatives2 Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Customers’ liability under acceptances Amounts receivable from brokers, dealers and clients Other assets Total assets Credit instruments3 Unconditionally cancellable commitments to extend credit relating to personal lines of credit and credit card lines Total credit exposure October 31 2014 As at October 31 2013 $ 1,639 43,773 $ 2,455 28,583 30,899 9,019 48 31,707 28,724 34,119 22,858 75,031 93,863 198,815 122,714 24,570 130,387 2,423 13,080 9,319 3,542 876,530 118,971 32,861 9,628 67 37,897 38,936 25,890 4,071 64,283 86,752 185,709 118,523 21,380 115,837 3,473 6,399 9,183 3,424 795,351 106,169 197,829 $ 1,193,330 177,755 $ 1,079,275 1 Excludes equity securities. 2 The gross maximum credit exposure for derivatives is based on the credit equivalent amount. The amounts exclude exchange traded derivatives and non-trading credit derivatives. See Note 11 for further details. 3 The balance represents the maximum amount of additional funds that the Bank could be obligated to extend should the contracts be fully utilized. The actual maximum exposure may differ from the amount reported above. See Note 29 for further details. 209 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS Credit Quality of Financial Assets The following table provides the on and off-balance sheet exposures by risk-weight for certain financial assets that are subject to the standard- ized approach to credit risk. Under the standardized approach, assets receive an OSFI-prescribed risk-weight based on factors including counterparty type, product type, collateral, and external credit assess- ments. These assets relate primarily to the Bank’s U.S. Retail portfolio. Refer to the Managing Risk – Credit Risk section of the MD&A for a discussion on the risk rating for the standardized approach. Financial Assets Subject to the Standardized Approach by Risk-Weights (millions of Canadian dollars) As at October 31, 2014 0% 20% 35% 50% 75% 100% 150% Total Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total loans Held-to-maturity Securities purchased under reverse repurchase agreements Customers’ liability under acceptances Other assets1 Total assets Off-balance sheet credit instruments Total Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Debt securities classified as loans Total loans Held-to-maturity Securities purchased under reverse repurchase agreements Customers’ liability under acceptances Other assets1 Total assets Off-balance sheet credit instruments Total $ – $ 244 – 6,689 – 6,933 336 – 2,164 307 – $ 21,374 4,187 – – – 2,807 25,561 – – 34,872 – – 490 – – 9,063 – – – 15,996 38,169 25,561 – $ 15,996 $ 39,880 $ 25,561 1,711 – $ 146 $ – – 4,456 – 4,602 273 $ 19,080 3,858 100 – – – 1,832 – 571 2,776 22,938 – – 11,440 255 $ – $ 2,090 $ 73 – 26,597 – – 17,041 3,444 54,286 – – 7 – – 49,172 54,621 – – – $ 3 $ 23,722 262 31,699 127 17,168 838 67,421 314 1,230 140,324 – 34,872 – – – – 2 – – 1 – – 1 49,172 54,623 301 20,386 – $ 1 $ 49,473 $ 75,009 – – – – 2 9,554 1,230 184,752 – 22,398 $ 1,230 $ 207,150 October 31, 2013 213 $ – $ 1,649 $ 60 – 24,095 – – 13,987 2,797 44,505 – – 9 – – 42,528 44,787 – – – $ 3 $ 21,364 152 28,265 119 14,106 1,094 54,684 580 1,368 118,999 – 11,440 – – 2,085 – – – – 3,585 – 622 8,187 16,923 22,938 – 2,079 $ 8,187 $ 19,002 $ 22,938 – – – – 1 – – 1 32 – 1 42,528 44,820 279 16,643 – $ 1 $ 42,807 $ 61,463 – – – 2,085 1 4,240 1,368 136,765 – 19,001 $ 1,368 $ 155,766 1 Other assets include amounts due from banks and interest-bearing deposits with banks. 210 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS The following tables provide the on and off-balance sheet exposures by risk rating for certain non-retail and retail financial assets that are subject to the Advanced Internal Rating Based (AIRB) approach to credit risk in the Basel III Capital Accord. Under the AIRB approach, assets receive a risk rating based on internal models of the Bank’s historical loss experience (by counterparty type) and on other key risk assumptions. Refer to the Managing Risk – Credit Risk section of the MD&A for a discussion on the credit risk rating for non-retail and retail exposures subject to the AIRB approach. Non-Retail Financial Assets Subject to the AIRB Approach by Risk Rating (millions of Canadian dollars) As at October 31, 2014 Investment grade Non- investment grade Watch and classified Impaired/ defaulted Loans Residential mortgages1 Consumer instalment and other personal1 Business and government Debt securities classified as loans Total loans Held-to-maturity Securities purchased under reverse repurchase agreements Customers’ liability under acceptances Other assets2 Total assets Off-balance sheet credit instruments Total Loans Residential mortgages1 Consumer instalment and other personal1 Business and government Debt securities classified as loans Total loans Held-to-maturity Securities purchased under reverse repurchase agreements Customers’ liability under acceptances Other assets2 Total assets Off-balance sheet credit instruments Total $ 108,027 22,888 27,973 1,686 160,574 22,105 67,134 6,911 34,698 291,422 59,661 $ 351,083 $ 107,232 26,728 27,167 2,504 163,631 18,521 52,711 3,191 25,930 263,984 58,886 $ 322,870 $ – 31 28,288 148 28,467 – 7,897 6,067 50 42,481 8,047 $ 50,528 $ – 32 27,340 158 27,530 – 9,487 3,187 32 40,236 7,151 $ 47,387 $ – – 664 112 776 – – 100 – 876 97 $ 973 $ – – 617 120 737 – – 20 – 757 276 $ 1,033 Total $ 108,027 22,919 57,087 2,159 190,192 22,105 75,031 13,078 34,748 335,154 67,812 $ 402,966 $ – – 162 213 375 – – – – 375 7 $ 382 October 31, 2013 $ – – 133 173 306 – – – – 306 10 $ 316 $ 107,232 26,760 55,257 2,955 192,204 18,521 62,198 6,398 25,962 305,283 66,323 $ 371,606 1 Includes Canada Mortgage and Housing Corporation (CMHC) insured exposures classified as sovereign exposure under Basel III and therefore included in the non-retail category under the AIRB approach. 2 Other assets include amounts due from banks and interest-bearing deposits with banks. Retail Financial Assets Subject to the AIRB Approach by Risk Rating1 (millions of Canadian dollars) As at October 31, 2014 Loans Residential mortgages2 Consumer instalment and other personal2 Credit card Business and government3 Total loans Held-to-maturity Off-balance sheet credit instruments Total Loans Residential mortgages2 Consumer instalment and other personal2 Credit card Business and government3 Total loans Held-to-maturity Off-balance sheet credit instruments Total Low risk Normal risk Medium risk High risk Default Total $ 33,083 27,768 2,417 487 63,755 – 54,143 $ 117,898 $ 27,519 26,496 2,238 3,023 59,276 – 11,836 $ 71,112 $ 27,357 24,509 1,073 403 53,342 – 35,589 $ 88,931 $ 23,310 26,538 2,420 2,967 55,235 – 13,747 $ 68,982 $ 4,876 10,254 2,286 2,179 19,595 – 3,088 $ 22,683 $ 4,736 9,020 2,919 2,255 18,930 – 3,936 $ 22,866 $ 1,518 4,006 1,411 1,085 8,020 – 835 $ 8,855 $ 1,661 3,813 1,651 1,153 8,278 – 921 $ 9,199 $ 167 269 50 67 553 – 4 $ 557 $ 67,163 68,793 8,402 6,841 151,199 – 69,906 $ 221,105 October 31, 2013 $ 160 287 53 80 580 – 4 $ 584 $ 57,224 64,167 8,116 6,858 136,365 – 54,197 $ 190,562 1 Credit exposures relating to the Bank’s insurance subsidiaries have been excluded. The financial instruments held by the insurance subsidiaries are mainly comprised of available-for-sale securities and securities designated at fair value through profit or loss, which are carried at fair value on the Consolidated Balance Sheet. 2 Excludes CMHC insured exposures classified as sovereign exposure under Basel III and therefore included in the non-retail category under the AIRB approach. 3 Business and government loans in the retail portfolio include small business loans. 211 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 3 4 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’s capital management objectives are: • To be an appropriately capitalized financial institution as determined by: – The Bank’s Risk Appetite Statement; – Capital requirements defined by relevant regulatory authorities; and – The Bank’s internal assessment of capital requirements consistent with the Bank’s risk profile and risk tolerance levels. • To have the most economically achievable weighted average cost of capital (after tax), consistent with preserving the appropriate mix of capital elements to meet targeted capitalization levels. • To ensure ready access to sources of appropriate capital, at reason- able cost, in order to: – Insulate the Bank from unexpected events; or – Support and facilitate business growth and/or acquisitions consis- tent with the Bank’s strategy and risk appetite. • To support strong external debt ratings, in order to manage the Bank’s overall cost of funds and to maintain accessibility to required funding. These objectives are applied in a manner consistent with the Bank’s over- all objective of providing a satisfactory return on shareholders’ equity. Basel III Capital Framework Changes in capital requirements approved by the Basel Committee on Banking and Supervision (BCBS) are commonly referred to as Basel III. These changes are intended to strengthen global capital rules with the goal of promoting a more resilient global banking sector. Under Basel III, total capital consists of three components, namely Common Equity Tier 1 (CET1), Additional Tier 1, and Tier 2 Capital. The sum of the first two components is defined as Tier 1 Capital. CET1 Capital is mainly comprised of common shares, retained earn- ings, and accumulated other comprehensive income, and is the highest quality capital and the predominant form of Tier 1 Capital. CET1 Capital also includes regulatory adjustments and deductions for items such as goodwill, other intangibles, and amounts by which capital items (that is, significant investments in CET1 Capital of financial institutions, mortgage servicing rights, and deferred tax assets from temporary differences) exceed allowable thresholds. Tier 2 Capital is mainly comprised of subordinated debt, certain loan loss allowances, and minority interests in subsidiaries’ Tier 2 instruments. Under Basel III, risk-weighted assets are higher, primarily as a result of the 250% risk-weighted threshold items not deducted from CET1 Capital, securitization exposures being risk weighted (previously deducted from capital), and new capital charges for derivatives credit valuation adjustment and credit risk related to asset value correlation for financial institutions. Regulatory capital ratios are calculated by dividing CET1, Tier 1, and Total Capital by RWA. The BCBS is finalizing a leverage ratio requirement with planned implementation in 2018, intended to serve as a supplementary measure to the risk-based capital requirements, with the objective of constraining excessive leverage. In October 2014, OSFI released its final guideline for the Leverage Ratio Requirements and replaces the Assets- to-Capital Multiple with the Leverage Ratio, effective January 1, 2015. 212 Capital Position and Capital Ratios The Basel framework allows qualifying banks to determine capital levels consistent with the way they measure, manage, and mitigate risks. It specifies methodologies for the measurement of credit, market, and operational risks. The Bank uses the advanced approaches for the majority of its portfolios which results in regulatory and economic capi- tal being more closely aligned than was the case under Basel I. Since the U.S. banking subsidiaries (TD Bank, N.A. including South Financial and Chrysler Financial) were not originally required by their main regulators to convert to Basel II prior to being acquired by the Bank, the advanced approaches are not yet being utilized for the majority of assets in TD Bank, N.A. For accounting purposes, IFRS is followed for consolidation of subsidiaries and joint ventures. For regulatory capital purposes, insurance subsidiaries are deconsolidated and reported as a deduction from capital. Insurance subsidiaries are subject to their own capital adequacy reporting such as OSFI’s Minimum Continuing Capital Surplus Requirements and Minimum Capital Test. Currently, for regulatory capital purposes, all the entities of the Bank are either consolidated or deducted from capital and there are no entities from which surplus capital is recognized. Some of the Bank’s subsidiaries are individually regulated by either OSFI or other regulators. Many of these entities have minimum capital requirements which they must maintain and which may limit the Bank’s ability to extract capital or funds for other uses. During the year ended October 31, 2014, the Bank complied with the OSFI guideline related to capital ratios and the assets-to-capital multiple (ACM). This guideline is based on “A global regulatory framework for more resilient banks and banking systems” (Basel III) issued by the Basel Committee on Banking Supervision (BCBS). OSFI’s target CET1, Tier 1 and Total Capital ratios for Canadian banks are 7%, 8.5% and 10.5%, respectively. The Bank’s regulatory capital position as at October 31 was as follows: Regulatory Capital Position (millions of Canadian dollars, except as noted) Common Equity Tier 1 Capital Common Equity Tier 1 Capital ratio2 Tier 1 Capital Tier 1 Capital ratio2,3 Total Capital4 Total Capital ratio2,5 Assets-to-capital multiple6 As at October 31 October 31 20131 2014 $ 30,965 $ 25,822 9.4% 9.0% $ 35,999 $ 31,546 10.9% $ 44,255 $ 40,690 13.4% 19.1 14.2% 18.2 11.0% 1 The amounts have not been adjusted to reflect the impact of the New IFRS Standards and Amendments. 2 The final CAR Guideline postponed the Credit Valuation Adjustment (CVA) capital charge until January 1, 2014, and is being phased in until the first quarter of 2019. Effective 2014, each capital ratio has its own risk-weighted assets (RWA) measure due to the OSFI prescribed scalar for inclusion of the CVA. For 2014, the scalars for inclusion of CVA for CET1, Tier 1 and Total Capital RWA were 57%, 65%, and 77%, respectively. 3 Tier 1 Capital ratio is calculated as Tier 1 Capital divided by Tier 1 Capital RWA. 4 Total Capital includes CET1, Tier 1, and Tier 2 Capital. 5 Total Capital ratio is calculated as Total Capital divided by Total Capital RWA. 6 The ACM is calculated as total assets plus off-balance sheet credit instruments, such as certain letters of credit and guarantees, less investments in associated corporations, goodwill and net intangibles, divided by Total Capital. OSFI has provided IFRS transitional provisions for the ACM, which allows for the exclusion of assets securitized and sold through CMHC- sponsored programs prior to March 31, 2010 from the calculation of ACM. TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS N O T E 3 5 RISK MANAGEMENT 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 relating to credit, market, and liquidity risks are an integral part of the 2014 Consolidated Financial Statements. N O T E 3 6 INFORMATION ON SUBSIDIARIES The following is a list of the directly or indirectly held significant subsidiaries of the Bank as at October 31, 2014. Significant Subsidiaries1 North America Meloche Monnex Inc. Security National Insurance Company Primmum Insurance Company TD Direct Insurance Inc. TD General Insurance Company TD Home and Auto Insurance Company TD Asset Management Inc. TD Waterhouse Private Investment Counsel Inc. TD Auto Finance (Canada) Inc. TD Auto Finance Services Inc. TD Equipment Finance Canada Inc. TD Financing Services Home Inc. TD Financing Services Inc. TD Investment Services Inc. TD Life Insurance Company3 TD Mortgage Corporation TD Pacific Mortgage Corporation The Canada Trust Company TD Securities Inc. TD US P & C Holdings ULC TD Bank US Holding Company Epoch Investment Partners, Inc. TD Bank USA, National Association TD Bank, National Association TD Auto Finance LLC TD Equipment Finance, Inc. TD Private Client Wealth LLC TD Wealth Management Services Inc. TD Vermillion Holdings ULC TD Financial International Ltd. Canada Trustco International Limited TD Reinsurance (Barbados) Inc. Toronto Dominion International Inc. TD Waterhouse Canada Inc. TDAM USA Inc. Toronto Dominion Holdings (U.S.A.), Inc. TD Holdings II Inc. TD Securities (USA) LLC Toronto Dominion (Texas) LLC Toronto Dominion (New York) LLC Toronto Dominion Capital (U.S.A.), Inc. International NatWest Personal Financial Management Limited NatWest Stockbrokers Limited TD Bank International S.A. TD Bank N.V. TD Ireland TD Global Finance TD Wealth Holdings (UK) Limited TD Direct Investing (Europe) Limited Toronto Dominion Australia Limited Toronto Dominion Investments B.V. TD Bank Europe Limited Toronto Dominion Holdings (U.K.) Limited TD Securities Limited Toronto Dominion (South East Asia) Limited Address of Head or Principal Office2 Montreal, Quebec Montreal, Quebec Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Oakville, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Vancouver, British Columbia Toronto, Ontario Toronto, Ontario Calgary, Alberta Cherry Hill, New Jersey New York, New York Wilmington, Delaware Wilmington, Delaware Farmington Hills, Michigan Cherry Hill, New Jersey New York, New York Cherry Hill, New Jersey Calgary, Alberta Hamilton, Bermuda St. James, Barbados St. James, Barbados St. James, Barbados Toronto, Ontario Wilmington, Delaware New York, New York New York, New York New York, New York New York, New York New York, New York New York, New York Leeds, England Leeds, England Luxembourg, Luxembourg Amsterdam, The Netherlands Dublin, Ireland Dublin, Ireland Leeds, England Leeds, England Sydney, Australia London, England London, England London, England London, England Singapore, Singapore Description Holding Company providing management services to subsidiaries Insurance Company Insurance Company Insurance Company Insurance Company Insurance Company Investment Counselling and Portfolio Management Investment Counselling and Portfolio Management Automotive Finance Entity Automotive Finance Entity Financial Services Mortgage Lender Financial Services Entity Mutual Fund Dealer Insurance Company Loan Company Loan Company Trust Company Investment Dealer and Broker Holding Company Holding Company Investment Counselling and Portfolio Management U.S. National Bank U.S. National Bank Automotive Finance Entity Financial Services Broker-dealer and Registered Investment Advisor Insurance Agency Holding Company Holding Company Intragroup Lending Company Reinsurance Company Intragroup Lending Company Investment Dealer Investment Counselling and Portfolio Management Holding Company Holding Company Securities Dealer Financial Services Entity Financial Services Entity Small Business Investment Company Investment Holding Company Foreign Securities Dealer International Direct Brokerage Dutch Bank Holding Company Securities Dealer Holding Company Direct Broker Securities Dealer Holding Company UK Bank Holding Company Securities Dealer Merchant Bank 1 Unless otherwise noted, The Toronto-Dominion Bank, either directly or through its subsidiaries, owns 100% of the entity and/or 100% of any issued and outstanding voting securities and non-voting securities of the entities listed. 2 Each subsidiary is incorporated or organized in the country in which its head or principal office is located, with the exception of Toronto Dominion Investments B.V., a company incorporated in The Netherlands, but with its principal office in the United Kingdom. 3 On November 1, 2014, CT Financial Assurance Company amalgamated with TD Life Insurance Company. 213 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS SUBSIDIARIES WITH RESTRICTIONS TO TRANSFER FUNDS Certain of the Bank’s subsidiaries have regulatory requirements to fulfill, in accordance with applicable law, in order to transfer funds, including paying dividends to, repaying loans to, or redeeming subor- dinated debentures issued to, the Bank. These customary requirements include, but are not limited to: • Local regulatory capital and/or surplus adequacy requirements; • Basel requirements under Pillar I and Pillar II; • Local regulatory approval requirements; and • Local corporate and/or securities laws. As at October 31, 2014, the net assets of subsidiaries subject to regulatory or capital adequacy requirements was $48 billion (October 31, 2013 – $44 billion), before intercompany eliminations. In addition to regulatory requirements outlined above, the Bank may be subject to significant restrictions on its ability to use the assets or settle the liabilities of members of its group. Key contractual restric- tions may arise from the provision of collateral to third parties in the normal course of business, for example through secured financing transactions; assets securitized which are not subsequently available for transfer by the Bank; and assets transferred into other consolidated and unconsolidated structured entities. The impact of these restrictions has been disclosed in Note 9, Transfers of Financial Assets and Note 29, Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral. Aside from non-controlling interests disclosed in Note 22, Non- Controlling Interests in Subsidiaries, there were no significant restric- tions on the ability of the Bank to access or use the assets or settle the liabilities of subsidiaries within the group as a result of protective rights of non-controlling interests. N O T E 3 7 SUBSEQUENT EVENTS Medium Term Notes On November 5, 2014, the Bank issued US$1.25 billion of fixed rate medium term notes and US$500 million of floating rate 5-year senior medium term notes. Covered Bonds On November 6, 2014, the Bank issued AUD $1 billion of 5-year floating rate covered bond in the Australian market. 214 TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTSPRINCIPAL SUBSIDIARIES1 North America (millions of Canadian dollars) North America Meloche Monnex Inc. Security National Insurance Company Primmum Insurance Company TD Direct Insurance Inc. TD General Insurance Company TD Home and Auto Insurance Company TD Asset Management Inc. TD Waterhouse Private Investment Counsel Inc. TD Auto Finance (Canada) Inc. TD Auto Finance Services Inc. TD Equipment Finance Canada Inc. TD Financing Services Home Inc. TD Financing Services Inc. TD Investment Services Inc. TD Life Insurance Company3 TD Mortgage Corporation TD Pacific Mortgage Corporation The Canada Trust Company TD Securities Inc. TD US P & C Holdings ULC TD Bank US Holding Company Epoch Investment Partners, Inc. TD Bank USA, National Association TD Bank, National Association TD Auto Finance LLC TD Equipment Finance, Inc. TD Private Client Wealth LLC TD Wealth Management Services Inc. TD Vermillion Holdings ULC TD Financial International Ltd. Canada Trustco International Limited TD Reinsurance (Barbados) Inc. Toronto Dominion International Inc. TD Waterhouse Canada Inc. TDAM USA Inc. Toronto Dominion Holdings (U.S.A.), Inc. TD Holdings II Inc. TD Securities (USA) LLC Toronto Dominion (Texas) LLC Toronto Dominion (New York) LLC Toronto Dominion Capital (U.S.A.), Inc. 1 Unless otherwise noted, The Toronto-Dominion Bank, either directly or through its subsidiaries, owns 100% of the entity and/or 100% of any issued and outstanding voting securities and non-voting securities of the entities listed. 2 Each subsidiary is incorporated or organized in the country in which its head or principal office is located, with the exception of Toronto Dominion Investments B.V., a company incorporated in The Netherlands, but with its principal office in the United Kingdom. 3 On November 1, 2014, CT Financial Assurance Company amalgamated with TD Life Insurance Company. As at October 31, 2014 Carrying value of shares owned by the Bank $ 1,548 563 1,404 1,310 4 41 126 21 184 11,193 1,707 31,241 19,354 2,057 6 2,001 Address of Head or Principal Office2 Montreal, Quebec Montreal, Quebec Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Oakville, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Vancouver, British Columbia Toronto, Ontario Toronto, Ontario Calgary, Alberta Cherry Hill, New Jersey New York, New York Wilmington, Delawar Wilmington, Delaware Farmington Hills, Michigan Cherry Hill, New Jersey New York, New York Cherry Hill, New Jersey Calgary, Alberta Hamilton, Bermuda St. James, Barbados St. James, Barbados St. James, Barbados Toronto, Ontario Wilmington, Delaware New York, New York New York, New York New York, New York New York, New York New York, New York New York, New York TD BANK GROUP ANNUAL RE POR T 2 0 14 PRIN C IPAL SUBSIDI AR IES 215 PRINCIPAL SUBSIDIARIES1 International (millions of Canadian dollars) International NatWest Personal Financial Management Limited NatWest Stockbrokers Limited TD Bank International S.A. TD Bank N.V. TD Ireland TD Global Finance TD Luxembourg International Holdings TD Ameritrade Holding Corporation (40.97%)3 TD Wealth Holdings (UK) Limited TD Direct Investing (Europe) Limited Toronto Dominion Australia Limited Toronto Dominion Investments B.V. TD Bank Europe Limited Toronto Dominion Holdings (U.K.) Limited TD Securities Limited Toronto Dominion (South East Asia) Limited 1 Unless otherwise noted, The Toronto-Dominion Bank, either directly or through its subsidiaries, owns 100% of the entity and/or 100% of any issued and outstanding voting securities and non-voting securities of the entities listed. 2 Each subsidiary is incorporated or organized in the country in which its head or principal office is located, with the exception of Toronto Dominion Investments B.V., a company incorporated in The Netherlands, but with its principal office in the United Kingdom. 3 TD Ameritrade Holding Corporation is not a subsidiary of the Bank as the Bank does not control it. TD Luxembourg International Holdings and its ownership of TD Ameritrade Holding Corporation is included given the significance of the Bank’s investment in TD Ameritrade Holding Corporation. Address of Head or Principal Office2 Leeds, England Leeds, England Luxembourg, Luxembourg Amsterdam, The Netherlands Dublin, Ireland Dublin, Ireland Luxembourg, Luxembourg Omaha, Nebraska Leeds, England Leeds, England Sydney, Australia London, England London, England London, England London, England Singapore, Singapore As at October 31, 2014 Carrying value of shares owned by the Bank $ 119 49 288 1,039 5,569 124 224 1,106 928 216 TD BANK GROU P AN NUAL REPO RT 20 14 PRIN CIPAL SU BSIDIARIES Ten-year Statistical Review – IFRS1,2 Condensed Consolidated Balance Sheet (millions of Canadian dollars) 2014 2013 2012 2011 ASSETS Cash resources and other Trading loans, securities, and other3 Derivatives Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Other Total assets LIABILITIES Trading deposits Derivatives Deposits Other Subordinated notes and debentures Total liabilities EQUITY Common shares Preferred shares Treasury shares Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Non-controlling interest in subsidiaries Total equity Total liabilities and equity Condensed Consolidated Statement of Income – Reported (millions of Canadian dollars) Net interest income Non-interest income Total revenue Provision for credit losses Insurance claims and related expenses Non-interest expenses Income before income taxes and equity in net income of an investment in associate Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Non-controlling interests in subsidiaries Common shareholders Condensed Consolidated Statement of Income – Adjusted (millions of Canadian dollars) Net interest income Non-interest income Total revenue Provision for credit losses Insurance claims and related expenses Non-interest expenses Income before income taxes and equity in net income of an investment in associate Provision for (recovery of) income taxes Equity in net income of an investment in associate, net of income taxes Net income Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Non-controlling interests in subsidiaries Common shareholders $ 46,554 168,926 55,363 56,977 75,031 478,909 62,982 944,742 59,334 50,776 600,716 169,900 7,785 888,511 19,811 2,200 (55) 205 27,585 4,936 54,682 1,549 56,231 $ 944,742 2014 $ 17,584 12,377 29,961 1,557 2,833 16,496 9,075 1,512 320 7,883 143 $ 32,164 188,016 49,461 29,961 64,283 444,922 53,214 862,021 50,967 49,471 541,605 160,613 7,982 810,638 19,316 3,395 (147) 170 23,982 3,159 49,875 1,508 51,383 $ 25,128 199,280 60,919 – 69,198 408,848 47,680 811,053 38,774 64,997 487,754 160,105 11,318 762,948 18,691 3,395 (167) 196 20,868 3,645 46,628 1,477 48,105 $ 862,021 $ 811,053 2013 2012 $ 16,074 11,185 27,259 1,631 3,056 15,069 $ 15,026 10,520 25,546 1,795 2,424 14,016 $ 24,112 171,109 59,845 – 56,981 377,187 46,259 735,493 29,613 61,715 449,428 139,190 11,543 691,489 17,491 3,395 (116) 212 18,213 3,326 42,521 1,483 44,004 $ 735,493 2011 $ 13,661 10,179 23,840 1,490 2,178 13,047 7,503 1,135 272 6,640 185 7,311 1,085 234 6,460 196 7,125 1,326 246 6,045 180 $ 7,740 $ 6,455 $ 6,264 $ 5,865 $ 107 7,633 $ 105 6,350 $ 104 6,160 $ 104 5,761 2014 $ 17,584 12,097 29,681 1,582 2,833 15,863 9,403 1,649 373 8,127 143 2013 2012 $ 16,074 11,114 27,188 1,606 3,056 14,390 $ 15,062 10,615 25,677 1,903 2,424 13,180 8,136 1,326 326 7,136 185 8,170 1,397 291 7,064 196 2011 $ 13,661 10,052 23,713 1,490 2,178 12,373 7,672 1,545 305 6,432 180 $ 7,984 $ 6,951 $ 6,868 $ 6,252 $ 107 7,877 $ 105 6,846 $ 104 6,764 $ 104 6,148 1 The Bank prepares its Consolidated Financial Statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), the current generally accepted accounting principles (GAAP), and refers to results prepared in accordance with IFRS as “reported” results. Adjusted results (excluding “items of note”, net of income taxes, from reported results) and related terms are not defined terms under GAAP and therefore, may not be comparable to similar terms used by other issuers. For further explanation, see “How the Bank Reports” in the 2014 Management’s Discussion and Analysis (MD&A). 2 Certain comparative amounts have been restated as a result of the adoption of new and amended IFRS standards and the impact of the January 31, 2014 stock dividend, as discussed in Note 4 and Note 21, respectively, of the 2014 Consoli- dated Financial Statements, and restatements to conform with the presentation adopted in the current period. 3 Includes available-for-sale securities and financial assets designated at fair value through profit or loss. TD BANK GROUP ANNUAL REP O RT 20 1 4 TEN -YEA R S TATISTI CAL REV IEW 217 Ten-year Statistical Review – IFRS1,2 Reconciliation of Non-GAAP Financial Measures (millions of Canadian dollars) Net income available to common shareholders – reported Adjustments for items of note, net of income taxes Amortization of intangibles Integration charges and direct transaction costs relating to the acquisition of the credit card portfolio of MBNA Canada Fair value of derivatives hedging the reclassified available-for-sale securities portfolio Set-up, conversion and other one-time costs related to affinity relationship with Aimia and acquisition of Aeroplan Visa credit card accounts Impact of Alberta flood on the loan portfolio Gain on sale of TD Waterhouse Institutional Services Litigation and litigation-related charge/reserve Restructuring charges Impact of Superstorm Sandy Integration charges, direct transaction costs, and changes in fair value of contingent consideration relating to the Chrysler Financial acquisition Reduction of allowance for incurred but not identified credit losses Positive impact due to changes in statutory income tax rates Integration charges and direct transaction costs relating to U.S. Retail acquisitions Fair value of credit default swaps hedging the corporate loan book, net of provision for credit losses 2014 2013 2012 2011 $ 7,633 $ 6,350 $ 6,160 $ 5,761 246 125 (43) 131 (19) (196) – – – – – – – – 232 92 (57) 20 19 – 100 90 – – – – – – 238 104 89 – – – 248 – 37 17 (120) (18) 9 – 604 391 – (128) – – – – – – 55 – – 82 (13) 387 Total adjustments for items of note 244 496 Net income available to common shareholders – adjusted $ 7,877 $ 6,846 $ 6,764 $ 6,148 Condensed Consolidated Statement of Changes in Equity (millions of Canadian dollars) Common shares Preferred shares Treasury shares Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total Non-controlling interests in subsidiaries Total equity 2014 2013 2012 $ 19,811 2,200 (55) 205 27,585 4,936 $ 19,316 $ 18,691 3,395 (147) 170 23,982 3,159 3,395 (167) 196 20,868 3,645 $ 54,682 $ 49,875 $ 46,628 2011 $ 17,491 3,395 (116) 212 18,213 3,326 $ 42,521 1,549 1,508 1,477 1,483 $ 56,231 $ 51,383 $ 48,105 $ 44,004 1 The Bank prepares its Consolidated Financial Statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), the current generally accepted account- ing principles (GAAP), and refers to results prepared in accordance with IFRS as “reported” results. Adjusted results (excluding “items of note”, net of income taxes, from reported results) and related terms are not defined terms under GAAP and therefore, may not be comparable to similar terms used by other issuers. For further explanation, see “How the Bank Reports” in the 2014 MD&A. 2 Certain comparative amounts have been restated as a result of the adoption of new and amended IFRS standards and the impact of the January 31, 2014 stock dividend, as discussed in Note 4 and Note 21, respectively, of the 2014 Consoli- dated Financial Statements, and restatements to conform with the presentation adopted in the current period. 218 TD BANK GROU P AN NUAL REPO RT 20 14 TEN- YEAR S TATIS TICAL RE VIEW Ten-year Statistical Review – IFRS1,2 Other Statistics – Reported Per common share 1 Basic earnings 2 Diluted earnings 3 Dividends 4 Book value 5 Closing market price 6 Closing market price to book value 7 Closing market price appreciation 8 Total shareholder return on common shareholders’ investment3 Performance ratios 9 Return on common equity 10 Return on Common Equity Tier 1 Capital risk-weighted assets4,5 11 Efficiency ratio 12 Net interest margin 13 Common dividend payout ratio 14 Dividend yield6 15 Price earnings ratio7 Asset quality 16 Impaired loans net of counterparty-specific and individually Capital ratios4,5 Other insignificant allowances as a % of net loans8,9 17 Net impaired loans as a % of common equity8,9 18 Provision for credit losses as a % of net average loans8,9 19 Common Equity Tier 1 capital ratio10 20 Tier 1 capital ratio 21 Total capital ratio 22 Common equity to total assets 23 Number of common shares outstanding (thousands) 24 Market capitalization (millions of Canadian dollars) 25 Average number of full-time equivalent staff11 26 Number of retail outlets12 27 Number of retail brokerage offices 28 Number of automated banking machines Other Statistics – Adjusted Per common share 1 Basic earnings 2 Diluted earnings $ 2014 4.15 4.14 1.84 28.45 55.47 1.95 16.0% 20.1 15.4% 2.45 55.1 2.19 44.3 3.5 13.4 0.46% 4.28 0.34 9.4% 10.9 13.4 5.6 1,844.6 $ 102,322 81,137 2,534 111 4,833 2013 $ 3.46 3.44 1.62 25.33 47.82 1.89 17.7% 22.3 14.2% 2.32 55.3 2.20 46.9 3.7 13.9 2012 $ 3.40 3.38 1.45 23.60 40.62 1.72 8.0% 11.9 15.0% 2.58 54.9 2.23 42.5 3.8 12.0 0.50% 4.83 0.38 0.52% 4.86 0.43 9.0% n/a% 11.0 14.2 5.4 1,835.0 $ 87,748 78,748 2,547 110 4,734 12.6 15.7 5.3 1,832.3 $ 74,417 78,397 2,535 112 4,739 2011 $ 3.25 3.21 1.31 21.72 37.62 1.73 2.4% 5.7 16.2 % 2.78 60.2 2.30 40.2 3.4 11.7 0.56% 5.27 0.39 n/a% 13.0 16.0 5.3 1,802.0 $ 67,782 75,631 2,483 108 4,650 $ 2014 4.28 4.27 $ 2013 3.72 3.71 2012 $ 3.73 3.71 2011 $ 3.47 3.43 Performance ratios 3 Return on common equity 4 Return on Common Equity Tier 1 Capital risk-weighted assets4 5 Efficiency ratio 6 Common dividend payout ratio 7 Price-earnings ratio7 1 The Bank prepares its Consolidated Financial Statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), the current generally accepted accounting principles (GAAP), and refers to results prepared in accordance with IFRS as “reported” results. Adjusted results (excluding “items of note”, net of income taxes, from reported results) and related terms are not defined terms under GAAP and therefore, may not be comparable to similar terms used by other issuers. For further explanation, see “How the Bank Reports” in the 2014 MD&A. 2 Certain comparative amounts have been restated as a result of the adoption of new and amended IFRS standards and the impact of the January 31, 2014 stock dividend, as discussed in Note 4 and Note 21, respectively, of the 2014 Consolidated Financial Statements, and restatements to conform with the presentation adopted in the current period. 3 Return is calculated based on share price movement and dividends reinvested over the trailing twelve month period. 4 Effective 2013, amounts are calculated in accordance with the Basel III regulatory framework, and are presented based on the “all-in” methodology. Prior to 2013, amounts were calculated in accordance with the Basel II regulatory framework. Prior to 2012, amounts were calculated based on Canadian GAAP. 5 Effective 2014, the Credit Valuation Adjustment (CVA) is being implemented based on a phase-in approach until the first quarter of 2019. Effective the third quarter of 2014, the scalars for inclusion of CVA for CET1, Tier 1 and Total Capital RWA are 57%, 65% and 77% respectively. 17.3% 2.95 52.2 37.7 11.0 6 Yield is calculated as dividends paid during the year divided by average of high 16.5% 2.83 51.3 38.7 11.0 15.3% 2.50 52.9 43.5 12.9 15.9% 2.53 53.4 43.0 13.0 and low common share prices for the year. 7 The price-earnings ratio is computed using diluted net income per common share. 8 Includes customers’ liability under acceptances. 9 Excludes acquired credit-impaired loans and debt securities classified as loans. For additional information on acquired credit-impaired loans, see the “Credit Portfolio Quality” section of the 2014 MD&A. For additional information on debt securi- ties classified as loans, see the “Exposure to Non-Agency Collateralized Mortgage Obligations” discussion and tables in the “Credit Portfolio Quality” section of the 2014 MD&A. 10 Effective 2013, the Bank implemented the Basel III regulatory framework. As a result, the Bank began reporting the measures, CET1 and CET1 Capital ratio, in accordance with the “all-in” methodology. Accordingly, amounts for periods prior to 2013 are not applicable (n/a). 11 In 2014, the Bank conformed to a standardized definition of full-time equivalent staff across all segments. The definition includes, among other things, hours for overtime and contractors as part of its calculations. Comparatives for periods prior to 2014 have not been restated. 12 Includes retail bank outlets, private client centre branches, and estate and trust branches. TD BANK GROUP ANNUAL REP O RT 20 1 4 TEN -YEA R S TATISTI CAL REV IEW 219 Ten-year Statistical Review – Canadian GAAP1 Condensed Consolidated Balance Sheet (millions of Canadian dollars) 2011 2010 2009 2008 2007 2006 2005 ASSETS Cash resources and other Securities Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Other Total assets LIABILITIES Deposits Other Subordinated notes and debentures Liabilities for preferred shares and capital trust securities Non-controlling interest in subsidiaries EQUITY Common shares Preferred shares Treasury shares2 Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total liabilities and shareholders’ equity Condensed Consolidated Statement of Income – Reported (millions of Canadian dollars) Net interest income Non-interest income Total revenue Dilution gain on investment, net of cost Provision for credit losses Non-interest expenses Income before income taxes, non-controlling interests in subsidiaries and equity in net income of an associated company Provision for (recovery of) income taxes Non-controlling interests in subsidiaries, net of income taxes Equity in net income of an associated company, net of income taxes Net income Preferred dividends $ 24,111 192,538 53,599 303,495 112,617 686,360 481,114 145,209 11,670 32 1,483 639,508 18,417 3,395 (116) 281 24,339 536 46,852 $ 686,360 2011 $ 12,831 8,763 21,594 – 1,465 13,083 7,046 1,299 104 246 5,889 180 $ 21,710 171,612 50,658 269,853 105,712 619,545 429,971 132,691 12,506 582 1,493 577,243 16,730 3,395 (92) 305 20,959 1,005 42,302 $ 619,545 2010 $ 11,543 8,022 19,565 – 1,625 12,163 5,777 1,262 106 235 4,644 194 $ 21,517 148,823 32,948 253,128 100,803 557,219 391,034 112,078 12,383 1,445 1,559 518,499 15,357 3,395 (15) 336 18,632 1,015 38,720 $ 557,219 2009 $ 11,326 6,534 17,860 – 2,480 12,211 3,169 241 111 303 3,120 167 Net income available to common shareholders $ 5,709 $ 4,450 $ 2,953 $ 3,774 $ 3,977 $ 4,581 $ 2,229 Condensed Consolidated Statement of Income – Adjusted (millions of Canadian dollars) Net interest income Non-interest income Total revenue Provision for credit losses Non-interest expenses Income before income taxes, non-controlling interests in subsidiaries and equity in net income of an associated company Provision for (recovery of) income taxes Non-controlling interests in subsidiaries, net of income taxes Equity in net income of an associated company, net of income taxes Net income Preferred dividends 2011 $ 12,831 8,587 21,418 1,465 12,395 7,558 1,508 104 305 6,251 180 2010 $ 11,543 8,020 19,563 1,685 11,464 6,414 1,387 106 307 5,228 194 2009 $ 11,326 7,294 18,620 2,225 11,016 5,379 923 111 371 4,716 167 Net income available to common shareholders $ 6,071 $ 5,034 $ 4,549 $ 3,754 $ 4,169 $ 3,354 $ 2,861 531,540 400,720 373,282 349,344 $ 17,946 144,125 42,425 219,624 139,094 563,214 375,694 140,406 12,436 1,444 1,560 13,278 1,875 (79) 392 17,857 (1,649) 31,674 $ 563,214 2008 8,532 6,137 – 1,063 9,502 4,104 537 43 309 3,833 59 2008 8,532 5,840 1,046 9,291 4,035 554 43 375 3,813 59 $ 16,536 123,036 27,648 175,915 78,989 422,124 276,393 112,905 9,449 1,449 524 6,577 425 – 119 15,954 (1,671) 21,404 $ 422,124 2007 6,924 7,357 – 645 8,975 4,661 853 95 284 3,997 20 2007 6,924 7,148 705 8,390 4,977 1,000 119 331 4,189 20 $ 10,782 124,458 30,961 160,608 66,105 392,914 260,907 101,242 6,900 1,794 2,439 6,334 425 – 66 13,725 (918) 19,632 $ 392,914 2006 6,371 6,821 1,559 409 8,815 5,527 874 184 134 4,603 22 2006 6,371 6,862 441 8,260 4,532 1,107 211 162 3,376 22 $ 13,418 108,096 26,375 152,243 65,078 365,210 246,981 93,722 5,138 1,795 1,708 5,872 – – 40 10,650 (696) 15,866 $ 365,210 2005 6,008 5,951 – 55 8,844 3,060 699 132 2,229 – – 2005 6,021 6,077 319 7,887 3,892 899 132 2,861 – – $ $ $ $ 14,372 14,072 13,233 12,098 $ $ $ $ 14,669 14,281 13,192 11,959 220220 TD BANK GROU P AN NUAL REPO RT 20 14 TEN- YEAR S TATIS TICAL RE VIEW Subordinated notes and debentures Liabilities for preferred shares and capital trust securities Non-controlling interest in subsidiaries 639,508 577,243 518,499 Condensed Consolidated Balance Sheet (millions of Canadian dollars) ASSETS Securities Cash resources and other Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Other Total assets LIABILITIES Deposits Other EQUITY Common shares Preferred shares Treasury shares 2 Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total liabilities and shareholders’ equity Condensed Consolidated Statement of Income – Reported (millions of Canadian dollars) Net interest income Non-interest income Total revenue Dilution gain on investment, net of cost Provision for credit losses Non-interest expenses Condensed Consolidated Statement of Income – Adjusted (millions of Canadian dollars) Income before income taxes, non-controlling interests in subsidiaries and equity in net income of an associated company Provision for (recovery of) income taxes Non-controlling interests in subsidiaries, net of income taxes Equity in net income of an associated company, net of income taxes Net income Preferred dividends Net interest income Non-interest income Total revenue Provision for credit losses Non-interest expenses Income before income taxes, non-controlling interests in subsidiaries and equity in net income of an associated company Provision for (recovery of) income taxes Non-controlling interests in subsidiaries, net of income taxes Equity in net income of an associated company, net of income taxes Net income Preferred dividends $ 24,111 192,538 53,599 303,495 112,617 686,360 481,114 145,209 11,670 32 1,483 18,417 3,395 (116) 281 24,339 536 46,852 $ 686,360 2011 $ 12,831 8,763 21,594 – 1,465 7,046 1,299 104 246 5,889 180 2011 $ 12,831 8,587 21,418 1,465 12,395 7,558 1,508 104 305 6,251 180 $ 21,710 171,612 50,658 269,853 105,712 619,545 429,971 132,691 12,506 582 1,493 16,730 3,395 (92) 305 20,959 1,005 42,302 $ 619,545 2010 $ 11,543 8,022 19,565 – 1,625 5,777 1,262 106 235 4,644 194 2010 $ 11,543 8,020 19,563 1,685 11,464 6,414 1,387 106 307 5,228 194 $ 21,517 148,823 32,948 253,128 100,803 557,219 391,034 112,078 12,383 1,445 1,559 15,357 3,395 (15) 336 18,632 1,015 38,720 $ 557,219 2009 $ 11,326 6,534 17,860 – 2,480 3,169 241 111 303 3,120 167 2009 $ 11,326 7,294 18,620 2,225 11,016 5,379 923 111 371 4,716 167 13,083 12,163 12,211 2011 2010 2009 2008 2007 2006 2005 $ 17,946 144,125 42,425 219,624 139,094 563,214 375,694 140,406 12,436 1,444 1,560 531,540 13,278 1,875 (79) 392 17,857 (1,649) 31,674 $ 563,214 $ 2008 8,532 6,137 14,669 – 1,063 9,502 4,104 537 43 309 3,833 59 $ 16,536 123,036 27,648 175,915 78,989 422,124 276,393 112,905 9,449 1,449 524 400,720 6,577 425 – 119 15,954 (1,671) 21,404 $ 422,124 $ 2007 6,924 7,357 14,281 – 645 8,975 4,661 853 95 284 3,997 20 $ 10,782 124,458 30,961 160,608 66,105 392,914 260,907 101,242 6,900 1,794 2,439 373,282 6,334 425 – 66 13,725 (918) 19,632 $ 392,914 $ 2006 6,371 6,821 13,192 1,559 409 8,815 5,527 874 184 134 4,603 22 $ 13,418 108,096 26,375 152,243 65,078 365,210 246,981 93,722 5,138 1,795 1,708 349,344 5,872 – – 40 10,650 (696) 15,866 $ 365,210 $ 2005 6,008 5,951 11,959 – 55 8,844 3,060 699 132 – 2,229 – Net income available to common shareholders $ 5,709 $ 4,450 $ 2,953 $ 3,774 $ 3,977 $ 4,581 $ 2,229 Net income available to common shareholders $ 6,071 $ 5,034 $ 4,549 $ 3,754 $ 4,169 $ 3,354 $ 2,861 $ 2008 8,532 5,840 14,372 1,046 9,291 4,035 554 43 375 3,813 59 $ 2007 6,924 7,148 14,072 705 8,390 4,977 1,000 119 331 4,189 20 $ 2006 6,371 6,862 13,233 441 8,260 4,532 1,107 211 162 3,376 22 $ 2005 6,021 6,077 12,098 319 7,887 3,892 899 132 – 2,861 – 1 Results prepared in accordance with Canadian generally accepted accounting principles (CGAAP) were referred to as “reported”. Adjusted results (excluding “items of note”, net of income taxes, from reported results) and related terms were not defined terms under CGAAP and therefore, may not be comparable to similar terms used by other issuers. For further explanation, see “How the Bank Reports” in the 2014 MD&A. Adjusted results are presented from 2005 to allow for sufficient years for historical comparison. Adjusted results shown for years prior to 2006 reflect adjustments for amortization of intangibles and certain identi- fied items as previously disclosed by the Bank for the applicable period, except as noted. See the following page for a reconciliation with reported results. 2 Effective 2008, treasury shares have been reclassified from common and preferred shares and are shown separately. Prior to 2008, the amounts for treasury shares were not reasonably determinable. TD BANK GROUP ANNUAL REP O RT 20 1 4 TEN -YEA R S TATISTI CAL REV IEW 221221 Ten-year Statistical Review – Canadian GAAP Reconciliation of Non-GAAP Financial Measures (millions of Canadian dollars) Net income available to common shareholders – reported Adjustments for items of note, net of income taxes Amortization of intangibles Reversal of Enron litigation reserve Decrease/(Increase) in fair value of derivatives hedging the reclassified available-for-sale debt securities portfolio Gain relating to restructuring of VISA TD Banknorth restructuring, privatization and merger-related charges Integration and restructuring charges relating to U.S. Retail acquisitions Decrease / (Increase) in fair value of credit default swaps hedging the corporate loan book, net of provision for credit loss Integration charges related to the Chrysler Financial acquisition Other tax items1 Provision for (release of) insurance claims General allowance increase (release) in Canadian Retail and Wholesale Banking Agreement with Canada Revenue Agency Settlement of TD Banknorth shareholder litigation FDIC special assessment charge Dilution gain on Ameritrade transaction, net of costs Dilution loss on the acquisition of Hudson by TD Banknorth Balance sheet restructuring charge in TD Banknorth Wholesale Banking restructuring charge Non-core portfolio loan loss recoveries (sectoral related) Loss on structured derivative portfolios Tax charge related to reorganizations Preferred share redemption Initial set up of specific allowance for credit card and overdraft loans Litigation and litigation-related charge/reserve Total adjustments for items of note 2011 $ 5,709 426 – (134) – – 69 (13) 14 – – – – – – – – – – – – – – – – 362 2010 $ 4,450 467 – (5) – – 69 4 – (11) (17) (44) 121 – – – – – – – – – – – – 584 Net income available to common shareholders – adjusted $ 6,071 $ 5,034 Condensed Consolidated Statement of Changes in Shareholders’ Equity (millions of Canadian dollars) Common shares Preferred shares Treasury shares2 Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total shareholders’ equity Other Statistics – Reported Per common share 1 Basic earnings 2 Diluted earnings 3 Dividends 4 Book value 5 Closing market price 6 Closing market price to book value 7 Closing market price appreciation 8 Total shareholder return on common shareholders investment3 Performance ratios 9 Return on total common equity 10 Return on risk-weighted assets 11 Efficiency ratio4 12 Net interest margin 13 Common dividend payout ratio 14 Dividend yield5 15 Price earnings ratio6 Asset quality Capital ratios Other Impaired loans net of specific allowance as a % of net loans7,8 16 17 Net impaired loans as a % of common equity7,8 18 Provision for credit losses as a % of net average loans7,8 19 Tier 1 Capital ratio 20 Total Capital ratio 21 Common equity to total assets 22 Number of common shares outstanding (millions) 23 Market capitalization (millions of Canadian dollars) 24 Average number of full-time equivalent staff9 25 Number of retail outlets10 26 Number of retail brokerage offices 27 Number of Automated Banking Machines Other Statistics – Adjusted Per common share 1 Basic earnings 2 Diluted earnings Performance ratios 3 Return on total common equity 4 Return on risk-weighted assets 5 Efficiency ratio4 6 Common dividend payout ratio 7 Price earnings ratio6 222222 TD BANK GROU P AN NUAL REPO RT 20 14 TEN- YEAR S TATIS TICAL RE VIEW 2011 $ 18,417 3,395 (116) 281 24,339 536 $ 46,852 $ 2011 3.23 3.21 1.31 24.12 37.62 1.56 2.4% 5.7 14.5% 2.78 60.6 2.37 40.6 3.4 11.7 0.59% 4.07 0.48 13.0% 16.0 6.3 1,802.0 $ 67,782 75,631 2,483 108 4,650 $ 2011 3.43 3.41 15.4% 2.95 57.9 38.1 11.0 2010 $ 16,730 3,395 (92) 305 20,959 1,005 $ 42,302 2010 $ 2.57 2.55 1.22 22.15 36.73 1.66 19.1% 23.4 12.1% 2.33 62.2 2.35 47.6 3.5 14.4 0.65% 4.41 0.63 12.2% 15.5 6.3 1,757.0 $ 64,526 68,725 2,449 105 4,550 $ 2010 2.91 2.89 13.7% 2.63 58.6 42.1 12.7 2009 $ 2,953 492 – 450 – – 276 126 – – – 178 – 39 35 – – – – – – – – – – 1,596 $ 4,549 2009 $ 15,357 3,395 (15) 336 18,632 1,015 $ 38,720 2009 $ 1.75 1.74 1.22 20.57 30.84 1.50 8.4% 13.6 8.4% 1.47 68.4 2.54 70.3 4.8 17.8 0.62% 4.41 0.92 11.3% 14.9 6.3 1,717.6 $ 52,972 65,930 2,205 190 4,197 $ 2009 2.69 2.68 12.9% 2.27 59.2 45.6 11.6 2008 $ 3,774 2007 $ 3,977 2006 $ 4,581 (20) 192 $ 3,754 $ 4,169 (1,227) $ 3,354 $ 6,577 $ 6,334 404 (323) (118) – – 70 (107) – 34 20 – – – – – – – – – – – – – – 2008 $ 13,278 1,875 (79) 392 17,857 (1,649) $ 31,674 $ 2008 2.45 2.44 1.18 18.39 28.46 1.55 (20.2)% (17.1) 14.4% 2.19 64.8 2.22 49.0 3.8 11.7 0.35% 2.70 0.50 9.8% 12.0 5.3 2008 2.46 2.44 14.3% 2.18 64.6 49.3 11.6 353 – – (135) 43 – (30) (39) – – – – – – – – – – – – – – – – 2007 425 – 119 15,954 (1,671) $ 21,404 $ 2007 2.77 2.74 1.06 14.62 35.68 2.44 9.6% 13.0 19.3% 2.67 62.8 2.06 38.1 3.0 13.0 0.20% 1.74 0.37 10.3% 13.0 5.0 2007 2.90 2.88 20.3% 2.80 59.6 36.4 12.4 316 – – – – – (7) – 24 – (39) – – – 72 19 35 – – – – 18 – (1,665) 2006 425 – 66 13,725 (918) $ 19,632 $ 2006 3.20 3.17 0.89 13.39 32.55 2.43 16.9% 20.3 25.5% 3.36 59.8 2.02 27.9 2.9 10.3 0.16% 1.41 0.25 12.0% 13.1 4.9 1,434.8 $ 46,704 51,147 1,705 208 3,256 $ 2006 2.35 2.33 18.7% 2.46 62.4 38.1 14.0 1,620.2 $ 46,112 58,792 2,238 249 4,147 1,435.6 $ 51,216 51,163 1,733 211 3,344 $ $ 2005 $ 2,229 354 – (17) – (98) – (23) – – – – – – – – – – 29 (127) 100 163 13 – 238 632 $ 2,861 2005 $ 5,872 – – 40 10,650 (696) $ 15,866 $ 2005 1.61 1.60 0.79 11.15 27.85 2.50 13.7% 17.2 15.3% 1.88 74.0 2.09 49.3 3.0 17.4 0.14% 1.37 0.04 10.1% 13.2 4.3 1,423.6 $ 39,648 50,991 1,499 329 2,969 $ 2005 2.09 2.07 19.6% 2.42 65.2 38.4 13.5 Net income available to common shareholders – reported Adjustments for items of note, net of income taxes Amortization of intangibles Reversal of Enron litigation reserve Decrease/(Increase) in fair value of derivatives hedging the reclassified available-for-sale debt securities portfolio Gain relating to restructuring of VISA TD Banknorth restructuring, privatization and merger-related charges Integration and restructuring charges relating to U.S. Retail acquisitions Decrease / (Increase) in fair value of credit default swaps hedging the corporate loan book, net of provision for credit loss Integration charges related to the Chrysler Financial acquisition Other tax items1 Provision for (release of) insurance claims General allowance increase (release) in Canadian Retail and Wholesale Banking Agreement with Canada Revenue Agency Settlement of TD Banknorth shareholder litigation FDIC special assessment charge Dilution gain on Ameritrade transaction, net of costs Dilution loss on the acquisition of Hudson by TD Banknorth Balance sheet restructuring charge in TD Banknorth Wholesale Banking restructuring charge Non-core portfolio loan loss recoveries (sectoral related) Loss on structured derivative portfolios Tax charge related to reorganizations Preferred share redemption Initial set up of specific allowance for credit card and overdraft loans Litigation and litigation-related charge/reserve Total adjustments for items of note Net income available to common shareholders – adjusted Condensed Consolidated Statement of Changes in Shareholders’ Equity (millions of Canadian dollars) Common shares Preferred shares Treasury shares2 Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total shareholders’ equity Other Statistics – Reported Per common share Performance ratios 8 Total shareholder return on common shareholders investment3 1 Basic earnings 2 Diluted earnings 3 Dividends 4 Book value 5 Closing market price 6 Closing market price to book value 7 Closing market price appreciation 9 Return on total common equity 10 Return on risk-weighted assets 11 Efficiency ratio4 12 Net interest margin 13 Common dividend payout ratio 14 Dividend yield5 15 Price earnings ratio6 Asset quality 16 Impaired loans net of specific allowance as a % of net loans7,8 17 Net impaired loans as a % of common equity7,8 18 Provision for credit losses as a % of net average loans7,8 Capital ratios 19 Tier 1 Capital ratio 20 Total Capital ratio Other 21 Common equity to total assets 22 Number of common shares outstanding (millions) 23 Market capitalization (millions of Canadian dollars) 24 Average number of full-time equivalent staff9 25 Number of retail outlets10 26 Number of retail brokerage offices 27 Number of Automated Banking Machines Other Statistics – Adjusted Per common share 1 Basic earnings 2 Diluted earnings Performance ratios 3 Return on total common equity 4 Return on risk-weighted assets 5 Efficiency ratio4 6 Common dividend payout ratio 7 Price earnings ratio6 362 584 $ 6,071 $ 5,034 1,596 $ 4,549 426 – (134) – – 69 (13) 14 – – – – – – – – – – – – – – – – 2011 $ 18,417 3,395 (116) 281 24,339 536 $ 46,852 $ 2011 3.23 3.21 1.31 24.12 37.62 1.56 2.4% 5.7 14.5% 2.78 60.6 2.37 40.6 3.4 11.7 0.59% 4.07 0.48 13.0% 16.0 6.3 1,802.0 $ 67,782 75,631 2,483 108 4,650 $ 2011 3.43 3.41 15.4% 2.95 57.9 38.1 11.0 467 – (5) – – 69 4 – (11) (17) (44) 121 – – – – – – – – – – – – 2010 $ 16,730 3,395 (92) 305 20,959 1,005 $ 42,302 $ 2010 2.57 2.55 1.22 22.15 36.73 1.66 19.1% 23.4 12.1% 2.33 62.2 2.35 47.6 3.5 14.4 0.65% 4.41 0.63 12.2% 15.5 6.3 1,757.0 $ 64,526 68,725 2,449 105 4,550 $ 2010 2.91 2.89 13.7% 2.63 58.6 42.1 12.7 492 – 450 – – 276 126 – – – 178 – 39 35 – – – – – – – – – – 2009 $ 15,357 3,395 (15) 336 18,632 1,015 $ 38,720 $ 2009 1.75 1.74 1.22 20.57 30.84 1.50 8.4% 13.6 8.4% 1.47 68.4 2.54 70.3 4.8 17.8 0.62% 4.41 0.92 11.3% 14.9 6.3 1,717.6 $ 52,972 65,930 2,205 190 4,197 $ 2009 2.69 2.68 12.9% 2.27 59.2 45.6 11.6 Reconciliation of Non-GAAP Financial Measures (millions of Canadian dollars) 2011 $ 5,709 2010 $ 4,450 2009 $ 2,953 2008 $ 3,774 2007 $ 3,977 2006 $ 4,581 2005 $ 2,229 404 (323) (118) – – 70 (107) – 34 20 – – – – – – – – – – – – – – (20) 353 – – (135) 43 – (30) – – – (39) – – – – – – – – – – – – – 192 $ 3,754 $ 4,169 2008 $ 13,278 1,875 (79) 392 17,857 (1,649) $ 31,674 $ 2008 2.45 2.44 1.18 18.39 28.46 1.55 (20.2)% (17.1) 14.4% 2.19 64.8 2.22 49.0 3.8 11.7 0.35% 2.70 0.50 9.8% 12.0 5.3 1,620.2 $ 46,112 58,792 2,238 249 4,147 $ 2008 2.46 2.44 14.3% 2.18 64.6 49.3 11.6 2007 $ 6,577 425 – 119 15,954 (1,671) $ 21,404 2007 $ 2.77 2.74 1.06 14.62 35.68 2.44 9.6% 13.0 19.3% 2.67 62.8 2.06 38.1 3.0 13.0 0.20% 1.74 0.37 10.3% 13.0 5.0 1,435.6 $ 51,216 51,163 1,733 211 3,344 $ 2007 2.90 2.88 20.3% 2.80 59.6 36.4 12.4 316 – – – – – (7) – 24 – (39) – – – (1,665) 72 19 35 – – – – 18 – (1,227) $ 3,354 2006 $ 6,334 425 – 66 13,725 (918) $ 19,632 2006 $ 3.20 3.17 0.89 13.39 32.55 2.43 16.9% 20.3 25.5% 3.36 59.8 2.02 27.9 2.9 10.3 0.16% 1.41 0.25 12.0% 13.1 4.9 1,434.8 $ 46,704 51,147 1,705 208 3,256 $ 2006 2.35 2.33 18.7% 2.46 62.4 38.1 14.0 354 – – – – – (17) – (98) – (23) – – – – – – 29 (127) 100 163 13 – 238 632 $ 2,861 2005 $ 5,872 – – 40 10,650 (696) $ 15,866 2005 $ 1.61 1.60 0.79 11.15 27.85 2.50 13.7% 17.2 15.3% 1.88 74.0 2.09 49.3 3.0 17.4 0.14% 1.37 0.04 10.1% 13.2 4.3 1,423.6 $ 39,648 50,991 1,499 329 2,969 $ 2005 2.09 2.07 19.6% 2.42 65.2 38.4 13.5 1 For 2006, the impact of future tax decreases of $24 million on adjusted earnings is included in other tax items. 2 Effective 2008, treasury shares have been reclassified from common and preferred shares and are shown separately. Prior to 2008, the amounts for treasury shares were not reasonably determinable. 3 Return is calculated based on share price movement and reinvested dividends over the trailing twelve-month period. 4 The efficiency ratios under Canadian GAAP for the years 2011 and prior are based on the presentation of Insurance revenues being reported net of claims and expenses. 5 Yield is calculated as dividends paid during the year divided by average of high and low common share prices for the year. 6 The price earnings ratio is computed using diluted net income per common share. 7 Includes customers’ liability under acceptances. 8 Excludes acquired credit-impaired loans and debt securities classified as loans. For additional information on acquired credit-impaired loans, see the “Credit Portfolio Quality” section of the 2014 MD&A. For additional information on debt securities classified as loans, see the “Exposure to Non-agency Collateralized Mortgage Obligations” discussion and tables in the “Credit Portfolio Quality” section of the 2014 MD&A. 9 Reflects the number of employees on an average full-time equivalent basis. 10 Includes retail bank outlets, private client centre branches, and estate and trust branches. TD BANK GROUP ANNUAL REP O RT 20 1 4 TEN -YEA R S TATISTI CAL REV IEW 223223 GLOSSARY Financial and Banking Terms Adjusted Results: A non-GAAP financial measure used to assess each of the Bank’s businesses and to measure the Bank’s overall performance. Allowance for Credit Losses: Total allowance for credit losses consists of counter- party-specific, collectively assessed allowance for individually insignificant impaired loans, and collectively assessed allowance for incurred but not identified credit losses. The allowance is increased by the provision for credit losses, and decreased by write- offs net of recoveries. The Bank maintains the allowance at levels that management believes are adequate to absorb credit-related losses in the lending portfolio. Alt-A Mortgages: A classification of mortgages where borrowers have a clean credit history consistent with prime lending criteria. However, characteristics about the mortgage such as loan to value (LTV), loan documentation, occupancy status or property type, etc., may cause the mortgage not to qualify under standard under- writing programs. Amortized Cost: The original cost of an investment purchased at a discount or premium plus or minus the portion of the discount or premium subsequently taken into income over the period to maturity. Assets under Administration: Assets that are beneficially owned by 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). These assets are not reported on the Bank’s Consolidated Balance Sheet. Assets under Management: Assets that are beneficially owned by customers, managed by the Bank, where the Bank makes 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. Asset-backed Securities (ABS): A security whose value and income payments are derived from and collateralized (or “backed”) by a specified pool of underlying assets. Average Common Equity: Average common equity is the equity cost of capital calculated using the capital asset pricing model. Average Earnings Assets: 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. Basis Points (bps): A unit equal to 1/100 of 1%. Thus, a 1% change is equal to 100 basis points. Carrying Value: The value at which an asset or liability is carried at on the Consoli- dated Balance Sheet. Collateralized Debt Obligation (CDO): Collateralized securities with multiple tranches that are issued by special purpose entities (SPEs). Each tranche offers a varying degree of risk and return to meet investor demand. In the event of a default, interest and principal payments are made in order of seniority. 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. Credit Valuation Adjustment (CVA): CVA represents an add-on capital charge that measures credit risk due to default of derivative counterparties. This add on charge requires banks to capitalize for the potential changes in counterparty credit spread for the derivative portfolios. As per OSFI’s Capital Adequacy Requirements (CAR) guideline, CVA capital add-on charge was effective January 1, 2014. Dividend Yield: Dividends paid during the year divided by average of high and low common share prices for the year. Effective Interest Rate: Discount rate applied to estimated future cash payments or receipts over the expected life of the financial instrument, or when appropriate, a shorter period, to arrive at the net carrying amount of the financial asset or liability. Efficiency Ratio: Non-interest expenses as a percentage of total revenue; the efficiency ratio measures the efficiency of the Bank’s operations. Fair Value: The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. Forward Contracts: Over-the-counter contracts between two parties that oblige one party to the contract to buy and the other party to sell an asset for a fixed price at a future date. Futures: Exchange-traded contracts to buy or sell a security at a predetermined price on a specified future date. 224 TD BANK GROU P AN NUAL REPO RT 20 14 GLOSSA RY Hedging: A risk management technique intended to mitigate the Bank’s 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: Loans where, in management’s opinion, there has been a 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. Mark-to-Market: A valuation that reflects current market rates as at the balance sheet date for financial instruments that are carried at fair value. Master Netting Agreements: Legal agreements between two parties that have 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. Net Interest Margin: Net interest income as a percentage of average earning assets. Notional: A reference amount on which payments for derivative financial instruments are based. Office of the Superintendent of Financial Institutions Canada (OSFI): The regulator of Canadian federally chartered financial institutions and federally admin- istered pension plans. Options: Contracts in which the writer of the option grants the buyer the future 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. Prime Jumbo Mortgages: A classification of mortgages where borrowers have a clean credit history consistent with prime lending criteria and standard mortgage characteristics. However, the size of the mortgage exceeds the maximum size allowed under government sponsored mortgage entity programs. Provision for Credit Losses (PCL): Amount added to the allowance for credit losses to bring it to a level that management considers adequate to absorb all credit related losses in its portfolio. Return on Common Equity Tier 1 (CET1) Capital Risk-weighted Assets: Net income available to common shareholders as a percentage of average CET1 Capital risk-weighted assets. Return on Common Shareholders’ Equity: Net income available to common shareholders as a percentage of average common shareholders’ equity. A broad measurement of a bank’s effectiveness in employing shareholders’ funds. 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: The process by which financial assets, mainly loans, are transferred to a trust, which normally issues a series of asset-backed securities to investors to fund the purchase of loans. Special Purpose Entities (SPEs): Entities that are created to accomplish a narrow and well-defined objective. SPEs may take the form of a corporation, trust, partner- ship, or unincorporated entity. SPEs are often created with legal arrangements that impose limits on the decision-making powers of their governing board, trustees or management over the operations of the SPE. Swaps: Contracts that involve the exchange of fixed and floating interest rate payment obligations and currencies on a notional principal for a specified period of time. Taxable Equivalent Basis (TEB): A non-GAAP financial measure that increases revenues and the provision for income taxes by an amount that would increase reve- nues 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: Tier 1 Capital represents the more permanent forms of 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: Total Capital is defined as the total of net Tier 1 and Tier 2 Capital. Total Capital ratio is calculated as Total Capital divided by RWA. Total Shareholder Return (TSR): The change in market price plus dividends paid during the year as a percentage of the prior year’s closing market price per common share. Value-at-Risk (VaR): A metric used to monitor and control overall risk levels 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. 2014 Snapshot Year at a Glance Performance Indicators Group President and CEO’s Message Chairman of the Board’s Message MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS Consolidated Financial Statements Notes to Consolidated Financial Statements Principal Subsidiaries Ten-Year Statistical Review Glossary Shareholder and Investor Information 1 2 4 5 6 8 119 127 215 217 224 225 For more information, including a video message from Bharat Masrani, see the interactive TD Annual Report online by scanning the QR code below or visiting td.com/annual-report/ar2014 For information on TD’s commitments to the community see the TD Corporate Responsibility Report online by scanning the QR code below or visiting td.com/corporate-responsibility (2014 report available April 2015) Shareholder and Investor Information MARKET LISTINGS The common shares of The Toronto-Dominion Bank are listed for trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “TD”. The Toronto-Dominion Bank preferred shares are listed on the Toronto Stock Exchange. Further information regarding the Bank’s listed securities, including ticker symbols and CUSIP numbers, is available on our website at www.td.com under Investor Relations/Share Information or by calling TD Shareholder Relations at 1-866-756-8936 or 416-944-6367 or by e-mailing tdshinfo@td.com. AUDITORS FOR FISCAL 2014 Ernst & Young LLP DIVIDENDS Direct dividend depositing: Shareholders may have their dividends deposited directly to any bank account in Canada or the U.S. For this service, please contact the Bank’s transfer agent at the address below. U.S. dollar dividends: Dividend payments sent to U.S. addresses or made directly to U.S. bank accounts will be made in U.S. funds unless a shareholder otherwise instructs the Bank’s transfer agent. Other shareholders can request dividend payments in U.S. funds by contacting the Bank’s transfer agent. Dividends will be exchanged into U.S. funds at the Bank of Canada noon rate on the fifth business day after the record date, or as otherwise advised by the Bank. Dividend information for 2014 is available at www.td.com under Investor Relations/Share Information. Dividends, including the amounts and dates, are subject to declaration by the Board of Directors of the Bank. DIVIDEND REINVESTMENT PLAN For information regarding the Bank’s dividend reinvestment plan, please contact our transfer agent or visit our website at www.td.com under Investor Relations/Share Information/Dividends. IF YOU AND YOUR INQUIRY RELATES TO PLEASE CONTACT 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 (and resuming) receiving annual and quarterly reports 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 (and resuming) receiving annual and quarterly reports Transfer Agent: CST Trust Company P.O. Box 700, Station B Montréal, Québec H3B 3K3 1-800-387-0825 (Canada and US only) or 416-682-3860 Facsimile: 1-888-249-6189 inquiries@canstockta.com or www.canstockta.com Co-Transfer Agent and Registrar: Computershare P.O. Box 30170 College Station, TX 77842-3170 or 211 Quality Circle, Suite 210 College Station, TX 77845 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 www.computershare.com 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 TD SHAREHOLDER RELATIONS For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or e-mail 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. Shareholders may communicate directly with the independent directors through the Chairman of the Board, by writing to: Chairman of the Board The Toronto-Dominion Bank P.O. Box 1 Toronto-Dominion Centre Toronto, Ontario M5K 1A2 or you may send an e-mail c/o TD Shareholder Relations at tdshinfo@td.com. E-mails addressed to the Chairman received from shareholders and expressing an interest to communicate directly with the independent directors via the Chairman will be provided to Mr. Levitt. HEAD OFFICE The Toronto-Dominion Bank P.O. Box 1 Toronto-Dominion Centre King St. W. and Bay St. Toronto, Ontario M5K 1A2 Product and service information 24 hours a day, seven days a week: In Canada contact TD Canada Trust 1-866-567-8888 In the U.S. contact TD Bank, America’s Most Convenient Bank 1-888-751-9000 French: 1-866-233-2323 Cantonese/Mandarin: 1-800-328-3698 Telephone device for the hearing impaired: 1-800-361-1180 General information: Contact Corporate and Public Affairs 416-982-8578 Website: In Canada: www.td.com In the U.S.: www.tdbank.com E-mail: customer.service@td.com (Canada only; U.S. customers can e-mail customer service via www.tdbank.com) ANNUAL MEETING March 26, 2015 9:30 a.m. (Eastern) Metro Toronto Convention Centre Toronto, Ontario SUBORDINATED NOTES SERVICES Trustee for subordinated notes: Computershare Trust Company of Canada Attention: Manager, Corporate Trust Services 100 University Avenue, 11th Floor Toronto, Ontario M5J 2Y1 Vous pouvez vous procurer des exemplaires en français du rapport annuel au service suivant : Affaires internes et publiques La Banque Toronto-Dominion P.O. Box 1, Toronto-Dominion Centre Toronto (Ontario) M5K 1A2 TD B ANK GRO UP ANNUAL REP ORT 2014 SHAREHOLDER AND I NVESTO R I NFORM ATIO N 225 g n i t n i r P l a t n e n i t n o c s n a r T C T : g n i t n i r P , . c n i n g i s e d 0 3 q : n g i s e D T D B A N K G R O U P 2 0 1 4 A N N U A L R E P O R T 1 9 5 0 4 Here for you 2014 Annual Report FSC Logo ® The TD logo and other trade-marks are the property of The Toronto-Dominion Bank or a wholly-owned subsidiary, in Canada and/or other countries. 

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