TD Bank
Annual Report 2019

Plain-text annual report

Shape tomorrow 2019 Annual Report About TD Every day, TD enriches the lives of millions of customers who rely on us for their financial needs and to help make their dreams a reality. OUR BUSINESS (as at October 31, 2019) 85,000+ TD colleagues 26 million+ customers served around the globe 5th largest bank in North America1 2,300+ retail locations across North America 6,000+ ATMs 1 By branches 13 million+ active digital customers Table of Contents OUR STRATEGY Group President and CEO’s Message Chair of the Board’s Message Proven business model Purpose-driven Environmental Social Governance The Ready Commitment Forward-focused Our omni-strategy MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS Consolidated Financial Statements Notes to Consolidated Financial Statements Ten-Year Statistical Review Glossary Board Committees Shareholder and Investor Information 1 2 3 4 6 8 9 10 12 14 120 132 214 218 220 221 See the TD Annual Report online by visiting www.td.com/ar2019 For information on TD’s commitment to the community and our environment visit www.td.com/responsibility Our strategy As a top 5 North American bank, TD aims to stand out from its peers by having a differentiated brand – anchored in our proven business model, and rooted in a desire to give our customers, communities and colleagues the confidence to thrive in a changing world. Proven business model Deliver consistent earnings growth, underpinned by a strong risk culture Purpose-driven Centre everything we do on our vision, purpose and shared commitments Forward-focused Shape the future of banking in the digital age This is brought to life by the TD Framework, which embodies our culture and guides our behaviour as we execute on our business strategy of being a premier Canadian retail bank, a top U.S. retail bank, and a leading Wholesale business aligned with our retail franchise. Our vision Be the better bank Our purpose Enrich the lives of our customers, communities and colleagues TD Framework Our shared commitments Think like a customer; provide legendary experiences and trusted advice Act like an owner; lead with integrity to drive business results and contribute to communities Execute with speed and impact; only take risks we can understand and manage Innovate with purpose; simplify the way we work Develop our colleagues; embrace diversity and respect one another TD BANK GROUP ANNUAL REP O RT 201 9 OUR STR ATEGY 1 ExecuteInnovateOwnDevelopThink CustomerGroup President and CEO’s Message In 2019, TD advanced its strategy and delivered record earnings through a period of growing economic uncertainty. Earnings grew to $11.7 billion, revenue and market share expanded across our retail businesses on both sides of the border, and we continued to move our wholesale strategy forward in a more volatile market. Our shareholders benefited from this progress. Our dividend increased by 11% on a full-year basis and TD delivered above average Total Shareholder Return for the past three-, five- and ten-year periods. During the course of the year, we remained focused on building the capabilities needed to successfully meet our customers' changing expectations, and for TD to compete and grow well into the future. We further sharpened our omni-channel strategy, introduced new digital capabilities and invested in our branches and stores to elevate advice and better meet the needs of those we serve through legendary, personalized and connected experiences. We also improved how we run the Bank – simplifying processes, accelerating project delivery, and strengthening our cybersecurity and platform resiliency. TD ended 2019 as an even stronger and more competitive bank. Extending our competitive advantage We benefited from our diversified, retail-focused business model and North American reach. Customers turn to TD for advice when it matters most – buying a home, saving and investing for the future, financing a business, or protecting the things that matter most. In 2019, our focus on elevating advice and providing legendary service helped us expand our customer base and maintain the trust of millions of individuals and businesses across our footprint. Importantly, through a well-defined risk culture, we delivered this growth while maintaining a strong balance sheet and capital position. More recently, we announced our support for a transformative transaction between TD Ameritrade (a publicly traded company in which we are a major shareholder) and Charles Schwab, which we believe will create value for all TD Ameritrade shareholders, including TD. Through this transaction, TD will become the largest shareholder of Schwab, a company with the scale and size needed to drive continued growth in the U.S. We remained anchored in our purpose, to enrich the lives of our customers, communities and colleagues. At TD, we know our customers don't live to bank, they bank to live. Our investments in 2019 both simplified and enhanced their interactions with us. To name a few examples, TD Wheels provided our Canadian customers with new ways to buy and finance automobiles, while our chatbot, TD Clari, accelerated the delivery of real-time answers to everyday financial questions. TD GoalAssist added industry-leading insights and online advice for Canadian Direct Investing customers, and our U.S. mobile bill pay tool added more flexible features to deliver a better experience for millions of customers. No company succeeds for the long term without recognizing the integral role it plays in society. These aren't just words – at TD, they are core to who we are and part of our purpose. In 2019, we provided $126 million through TD's Ready Commitment across our footprint. And through the TD Ready Commitment Network we unlocked the talent and knowledge of thousands of our colleagues, who contributed by volunteering in their communities. People remain at the heart of our success and we made significant investments in their future as well. More than 45,000 colleagues actively engaged in training and skills development through TD Thrive – our new personalized training and development platform – to help them succeed, grow and prepare for tomorrow. We also launched new programs across TD to generate and act on colleague-generated ideas to improve operations and solve customer problems. Throughout the year, building an inclusive bank – where every colleague feels welcome, able to thrive and grow their career – remained a key focus. These efforts allowed us to attract and retain the best people in a highly competitive labour market and to create a culture of empowerment that is critical to our continued success. We continued to shape the future of banking. From our branches and stores to our contact centres and across online and digital platforms, our omni-channel strategy focused on the customer and their needs, regardless of how they chose to engage with us. In 2019, we further leveraged the power of analytics and artificial intelligence (AI) to transform data into insights and deepened our knowledge of our customers to better meet their changing needs and expectations. Through our work with a cross-section of experts from across the private and public sectors, we also led a broad industry-wide conversation on the responsible use of AI in financial services. With more than 26 million customers across North America, we recognize the threats of cybersecurity and the risks they pose and invested in new capabilities to help protect our customers from existing and emerging threats. The recent opening of our new TD Fusion Centre – a multi-disciplinary, agile workspace in Toronto – improved our ability to detect and respond to cyber threats. A look ahead TD is a 164-year-old growth company. In 2019, we continued to build for the future while delivering growth and value for our shareholders. We achieved this by remaining true to our purpose – supporting customers through life's journey, helping to open doors to new opportunity in communities across North America, and enabling thousands of colleagues to grow, succeed and thrive. As a result, we are approaching the year ahead from a position of strength, with a diverse and growing base of customers and leading franchises in diversified markets. We have a brand that stands apart, built over decades as we continue to earn and preserve the trust of those we serve. Though we expect macro- economic and interest rate uncertainty to remain, we will continue to make the investments needed to shape tomorrow. The commitment and dedication of more than 85,000 TD colleagues shone through in 2019. Together, we made tremendous progress. I thank them for their efforts, our customers for their trust, and you, our shareholders, for your continued support. Bharat Masrani Group President and Chief Executive Officer 2 TD BANK GROUP ANNUA L REPO RT 20 19 GROU P PR ESIDENT AN D CEO’ S M E SSAGE Chair of the Board’s Message THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors as at December 4, 2019, its committees and key committees’ responsibilities are listed below. Our Proxy Circular for the 2020 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, TD Committee membership, stock ownership, and attendance at Board and Committee meetings. Jean-René Halde Corporate Director and retired President and Chief Executive Officer, Business Development Bank of Canada, Saint-Laurent, Québec Karen E. Maidment Corporate Director and former Chief Financial and Administrative Officer, BMO Financial Group, Cambridge, Ontario In 2019, TD demonstrated the strength of its business model by posting strong financial results while delivering on its purpose – to enrich the lives of its customers, communities and colleagues. The Bank reported earnings of $11.7 billion. The common share dividend was increased by 11%, 30 million shares were repurchased and we continued to deliver above-peer average Total Shareholder Return for the last three-, five- and ten-years. This year our Annual Report also includes a new section discussing the Bank's environmental, social and governance (ESG) practices, illustrating our commitment to sustainability and community involvement. As a purpose-driven organization, we are making a meaningful and long-lasting impact in the communities we serve. In 2019, TD advanced a number of initiatives to prepare the Bank for the future. We were named the most innovative digital bank in North America by Global Finance and introduced new capabilities in both Canada and the U.S. to further elevate the customer experience. Combined with ongoing investments in branches and stores, TD is delivering for our customers across every channel. The Bank also continued to make important investments in our colleagues, introducing new training and development programs, remaining focused on diversity and inclusion, and enhancing colleague engagement across the Bank. On behalf of the Board, I would like to thank our Group President and CEO, Bharat Masrani, and his leadership team, as well as each of our more than 85,000 colleagues for their hard work and dedication throughout the year. I also want to thank our shareholders for their ongoing support and our customers for the opportunity to serve them. We look forward to continuing to earn and sustain your trust in 2020. William E. Bennett Corporate Director and former President and Chief Executive Officer, Draper & Kramer, Inc., Chicago, Illinois Amy W. Brinkley Consultant, AWB Consulting, LLC, Charlotte, North Carolina Brian C. Ferguson Corporate Director and former President and Chief Executive Officer, Cenovus Energy Inc., Calgary, Alberta Colleen A. Goggins Corporate Director and retired Worldwide Chairman, Consumer Group, Johnson & Johnson, Princeton, New Jersey Mary Jo Haddad Corporate Director and retired President and Chief Executive Officer, The Hospital for Sick Children, Oakville, Ontario David E. Kepler Corporate Director and retired Executive Vice President, The Dow Chemical Company, Sanford, Michigan Brian M. Levitt Chair of the Board, The Toronto-Dominion Bank, Kingston, Ontario Alan N. MacGibbon Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP (Canada), Oakville, Ontario Brian M. Levitt Chair of the Board COMMITTEES 1 Corporate Governance Committee Responsibility for corporate governance of the Bank Human Resources Committee Responsibility for management’s performance evaluation, compensation and succession planning Risk Committee Supervising the management of risk of the Bank Audit Committee Supervising the quality and integrity of the Bank’s financial reporting and compliance requirements Bharat B. 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 Corporate Director and former President and Chief Executive Officer, Rogers Communications Inc., Toronto, Ontario Claude Mongeau Corporate Director and former President and Chief Executive Officer, Canadian National Railway Company, Montréal, Québec MEMBERS Brian M. Levitt (Chair) William E. Bennett Karen E. Maidment Alan N. MacGibbon Karen E. Maidment (Chair) Amy W. Brinkley Mary Jo Haddad Brian M. Levitt Nadir H. Mohamed William E. Bennett (Chair) Amy W. Brinkley Colleen A. Goggins David E. Kepler Alan N. MacGibbon Karen E. Maidment Alan N. MacGibbon (Chair) William E. Bennett Brian C. Ferguson Jean-René Halde Irene R. Miller Claude Mongeau 1 A full list of Committee Key Responsibilities is included on page 220. TD BANK GROUP ANNUAL RE POR T 2 0 19 CHA IR OF TH E BOARD’S ME SSAG E 3 OUR STRATEGY Proven business model Deliver consistent earnings growth, underpinned by a strong risk culture Our diversified, retail-focused business model and North American scale are powerful enablers – delivering strong results today, while allowing us to reinvest in our competitive advantages, as we build and transform our businesses to meet our needs today and in the future. Our approach to managing risk is evident in strong balance sheet metrics and reflects our commitment to sustaining the trust of those we serve. TD'S PREMIUM RETAIL EARNINGS MIX1 TD’s premium earnings mix reflects our North American retail focus – lower-risk businesses with stable, consistent earnings 95% Retail 5% Wholesale Record Reported Earnings of $11.7 billion in 2019 Total Shareholder Return2 (5-year CAGR) 10.3% $12.5 billion Adjusted earnings 7.7% Canadian peers 163-year Continuous Dividend History 11.3% Dividend Growth3 (25-year CAGR) 3.9% 2019 Dividend Yield 1 Reported basis excluding Corporate segment. 2 5-year CAGR is the compound annual growth rate calculated from 2014 to 2019. Source: Bloomberg. Canadian peers include Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and Scotiabank. 3 25-year CAGR is the compound annual growth rate calculated from 1994 to 2019. Refer to footnotes on page 15 for information on how the results on this page are calculated. 4 TD BANK GROU P AN NUAL REPO RT 20 19 OUR STRATEGY 55%40%5%Canadian RetailU.S. RetailWholesale1.501.000.50$ 3.502.503.002.000.00$0.2011.3% Annualized Growth$2.89199919942004200920142019DIVIDEND HISTORY 2019 Snapshot TD’s 5-year CAGR TD’s 5-year CAGR TD’s 2019 ROE 8.4% Reported 9.2% Adjusted 8.6% Reported 9.4% Adjusted 14.5% Reported 15.6% Adjusted Performance indicators communicate our priorities, focus effort and benchmark our results against key elements of our proven business model. 2019 PERFORMANCE INDICATORS RESULTS 1 • Deliver above-peer-average Total Shareholder Return • Grow adjusted earnings per share (EPS) by 7 to 10% • Grow revenue2 faster than expenses • 7.1% vs. Canadian peer average of 8.7% • 3.4% adjusted EPS growth • Total revenue growth of 5% vs. total expense growth of 6% Assets $1.4 trillion Up 6.0% YoY Deposits $0.9 trillion Up 4.2% YoY Return on Risk-Weighted Assets 2.73% CET1 Ratio 12.1% 1 Performance indicators that include an earnings component are based on TD’s full-year adjusted results (except as noted) as explained on page 15. 2 Revenue is net of insurance claims and related expenses. Refer to footnotes on page 15 for information on how the results on this page are calculated. TD BANK GROUP ANNUAL REP O RT 201 9 OUR STR ATEGY 5 20152016201720182019NET INCOMEavailable to common shareholders(millions of Canadian dollars)AdjustedReported0$12,50010,0007,5005,0002,50020152016201720182019$76543210DILUTED EARNINGS PER SHARE(Canadian dollars)AdjustedReported2015201620172018201913.012.011.016.017.0%15.014.010.0RETURN ON COMMON EQUITY(percent)AdjustedReported OUR STRATEGY Purpose-driven Centre everything we do on our vision, purpose and shared commitments Our customers are at the heart of everything we do. It’s our job to make it easy for them to bank with us – when and how they want. To deliver on this, we’re focused on providing them personalized, connected and seamless experiences; bringing the whole bank to them with proactive advice and solutions that meet their needs and make them feel confident. We are relentlessly focused on our customers Making the digital experience seamless. We are making it easier for customers by enhancing the digital experience to remove irritants and hurdles. This led to an over three times increase in completion rates for credit card applications and opening chequing and savings accounts in Canada. One-stop service solution From claims advice, to vehicle repairs and car rentals, TD Insurance Auto Centres offer customers a unique and personalized one-stop shop. With a total of 19 locations coast-to-coast, the Auto Centres are there for customers when it matters most with a more convenient and faster experience. Evolving for the future TD Wealth continues to evolve to reflect the changing needs of our clients. In 2019, we launched two new offerings within TD Direct Investing – GoalAssist and Learning Centre – both industry- leading services developed through a winning collaboration with innovative Fintechs. Advice grounded in insights Our goal is to help clients achieve financial confidence. The work we’ve supported in behavioural finance continues to help us uncover insights into our clients’ wealth personalities and help them make the right financial decisions. 6 TD BANK GROUP ANNUA L REPO RT 20 19 OUR STR ATE GY Delivering confidence with TD Clari TD’s new chatbot, TD Clari, is powering personalized digital interactions with customers through data and insights. By providing answers to a variety of questions and real-time information with a human-like charm, TD Clari is helping customers feel more confident about their finances. We are invested in our communities Analytics for social good We see the potential of data to serve our customers better, and we’re committed to using our expertise to share the benefit with our communities as well. TD Mindpower: Analytics for Social Good, pairs non-profit organizations with a dedicated team of skilled TD volunteers to collaborate on a range of projects to help non-profit organizations leverage data to grow their community impact. Helping newcomers settle into life in Canada remains a key area of focus for TD. Our “Banking for Newcomers” hub on TD.com is helping to introduce new Canadians to banking in Canada. The hub provides financial advice and education in 14 languages to support customers throughout their journey. We are inspired by our unique and inclusive employee culture We are investing in our people. The world is changing quickly and in big ways, creating uncertainty and a fear of being left behind. At TD we are not standing still – we are investing in our more than 85,000 people. We’re driven by a central belief that together we can break down barriers and help build inclusive futures. Our aim is to help our customers, communities and colleagues feel more confident in this time of change. TD Thrive, our self-serve learning platform for colleagues has had 45,000 users with 260,000 learning content items viewed in 2019. This is complemented by specialized programs such as the Digital Marketing Intelligence program, designed to deepen employees’ knowledge of digital marketing and marketing technology to drive business growth, customer acquisition and elevate the customer experience. We are the only bank in Canada to have a dedicated Assistive Technology (AT) research lab that verifies our AT standards are up-to-date and offers the most possible benefits to our employees with disabilities. In 2019, our AT department deployed 1,207 solutions to enable employees to do their jobs. The team has deployed close to 10,000 total solutions. TD recognized by the Bloomberg Gender Equality Index for the third consecutive year TD Bank ranked a top company for Diversity & Inclusion by DiversityInc. Named one of Canada’s Best Workplaces in 2019 by Great Place to Work TD Bank named one of Forbes’ Best Employers for Diversity for 2019 TD BANK GROUP ANNUAL REP O RT 201 9 OUR STR ATEGY 7 OUR STRATEGY Purpose-driven Environmental | Social | Governance As a purpose-driven organization, we understand the role of business to make a meaningful and lasting positive impact in the communities we serve. We continue to embed TD’s corporate citizenship approach across our business and work to improve our ESG performance, focusing on both opportunities and risks. Social We provide our colleagues with work that matters, opportunities beyond expectation and inspiring leadership. Almost 50% of job opportunities are filled by our own employees demonstrating TD's support for career progression and growth. 89% of employees agreed that TD is doing the right things to make a positive impact in the communities in which we do business. We are committed to helping customers achieve their financial goals and listening to their feedback. In 2019, over 1 million customers were contacted in near real time to seek feedback regarding their most recent interaction with us. Governance All eligible TD employees and Directors are required to complete TD’s Code of Conduct and Ethics training, a comprehensive course that contributes to the successful customer relationships that set TD apart. Our Global Chief Anti-Money Laundering (AML) Officer is responsible to senior management and the Board of Directors for establishing and maintaining the Global AML Program, which establishes requirements and minimum standards across all TD businesses. In 2019, climate risk was identified as a top and emerging risk for the Bank and TD enhanced its governance on Environmental and Social (E&S) risk, including climate risk, through the formalization of a new E&S risk function. Environmental TD contributed over $30 billion in low-carbon lending, financing, asset management and internal corporate programs – working towards a target of $100 billion to help support a transition to the low-carbon economy by 2030. We are playing an integral role in the growth of the green bond market, which is helping to direct capital toward the transition to a low-carbon economy. TD has participated in over $21 billion in green bond underwriting since 2010. TD actively participates in the global dialogue to address climate change issues through the Canadian Standards Association and UNEP FI groups focused on climate risk in lending, investing and insurance. TD Insurance convened a National Advisory Council on Climate Change, comprised of experts across Canada, to take meaningful action on climate. TD’s 2019 ESG Report will be available publicly on td.com in March. 8 TD BANK GROUP ANNUA L REPO RT 20 19 OUR STR ATE GY OUR STRATEGY Purpose-driven The Ready Commitment As part of The Ready Commitment at TD, we are investing in our communities, targeting $1 billion in philanthropy by 2030. In 2019, TD provided $126 million to support non-profit organizations across North America and the U.K. The TD Ready Challenge is an annual North American initiative that has up to ten $1 million grants available to support innovative solutions connected to The Ready Commitment. After two years, TD has awarded $20 million for 20 impactful solutions that will help open doors for a more inclusive and sustainable tomorrow. Vibrant Planet Financial Security Elevate the quality of the environment so that people and economies can thrive TD is the first corporate sponsor of ALUS Canada’s New Acre Project™, which helps farmers transform uneconomic or sensitive portions of their farmland into ecologically friendly projects, helping to improve the environment and local communities. 20 U.S. and Canadian cities received 2019 TD Green Space Grants to help support green infrastructure development and community green space expansion in communities across our North American footprint. Improve access to tools and programs to help people live their lives with greater financial confidence TD Mindpower initiative saw TD employees volunteer over 1,500 hours in 2019 to lend their business expertise to help community organizations enhance their data and analytics capacity. TD has worked with leading technology education company Everfi to educate students and adults to help them build stronger financial habits through an online course. Better Health Connected Communities Support more equitable health outcomes for all Create the opportunities people need to connect with their community and have a sense of belonging TD launched an internal North American executive task force on refugees which will build on TD’s work to date providing access to financial services, employment and financial education to new immigrants. TD supports The Moncton Hospital in New Brunswick and its Provincial Child and Adolescent Psychiatry Program, helping to increase access to care for adolescents struggling with mental illness. TD is helping to improve access to health care by supporting CoLab Philadelphia, which converted a travel trailer into a mobile, multi-use platform to directly connect Philadelphians with health services by conducting free health screenings and providing health education in public spaces. TD provided a $1.5 million investment in a new arts centre in New York City, The Shed, to fund complimentary performance and exhibition tickets for underserved communities, and to support the Open Call program, which commissions works from artists who have not yet received major institutional recognition. TD BANK GROUP ANNUAL REP O RT 201 9 OUR STR ATEGY 9 OUR STRATEGY Forward-focused Shape the future of banking in the digital age Our goal is always to find a better way, adapting and re-inventing ourselves to add value for our customers. We’re focused on re-imagining the banking experience and driving engagement across our digital and physical platforms to meet our customers’ needs and expectations. We are re-imagining the banking experience Through the Homeowners’ Journey we are building deeper, more personalized relationships with our customers. Whether it’s homeownership, a short- term savings goal, or building for a secure retirement, our mission is to deliver elevated advice and build confidence, no matter what channel our customers choose along their journey. A first-in-Canada credit card control feature allows TD consumer credit card- holders to temporarily block their credit cards from any international in-person points-of-sale charges through our mobile banking app. Customers can also temporarily lock and unlock their credit card if they can’t immediately locate it. Leveraging the power of artificial intelligence TD will leverage the powerful predictive capabilities of Layer 6’s artificial intelligence systems to empower customers with personalized experiences. By combining the power of artificial intelligence with our mobile app, we can help predict customers’ needs to provide the right information at the right time – helping customers feel more confident about their financial decisions. We launched the Responsible AI in Financial Services report that combined insights from a survey of Canadians and an expert roundtable to continue exploring the opportunities and risks of artificial intelligence, and how companies adopting it can use it responsibly. We are modernizing our operations We are modernizing, optimizing, and simplifying our operations to transform how we do business. We converted Small Business online banking users to the new U.S. digital platform and mobile app, adding new functionality such as single sign-on for Consumer and Small Business accounts. We are empowering customers to open deposit accounts and apply for personal loans when and where they want using our online tool, EasyApply, simplifying the experience and significantly saving time. Through EasyApply, TD was the first big five bank in Canada to offer customers an end-to-end loan application. 10 TD BANK GROU P AN NUAL REPO RT 20 19 OUR STR ATE GY We are innovating Developing a culture of innovation Through our new employee ideation platform, iD8, we are changing the way ideas are realized at the Bank. We understand that there’s no better source of impactful ideas than the ones that come from our colleagues, so we’ve built a platform that provides a place to share ideas, big and small. Since its launch in February 2019, iD8 has seen: 13,000+ ideas generated 2,000,000+ customers benefited 22,000+ colleagues benefited The trust our customers place in us is central to our innovation strategy. No matter which set of technologies we're exploring as we look to create new and better experiences for our customers, our efforts will be informed by our ongoing commitment to maintaining the highest regard for customer privacy, data security, and financial stability. Our commitment to investing in cybersecurity Our new TD Fusion Centre in Toronto is an agile workspace that brings together colleagues from critical functions across the Bank to increase our effectiveness in protecting and responding to potential cyber threats. The TD Fusion Centre is another step forward in the Bank's ongoing efforts to deliver meaningful innovations that help protect assets and safeguard customers' privacy, security and trust. Putting customers in the driver’s seat The new TD Wheels mobile app elevates the car-buying experience for Canadians by offering a personalized digital experience that gives them a view of their car-buying options, including allowing users to get pre-qualification for vehicle financing. Delivering engaging mobile solutions for customers TD is consistently ranked #1 among top retail banking apps in Canada, according to App Annie, Silicon Valley-based mobile data and analytics firm. TD BANK GROUP ANNUAL REP O RT 201 9 OUR STR ATEGY 11 OUR STRATEGY Forward-focused Our omni-strategy Delivering legendary, connected and personalized advice for today and tomorrow. Across TD we continue to invest in personalized customer service while strengthening our omni-channel strategy to allow our customers to move seamlessly across channels. Putting our customers first In the U.S., our customer-centric “Unexpectedly Human” approach showcases our commitment to making an impact in our local communities and demonstrates our focus on how we do things differently. From the extra conveniences we offer our customers, to the ways we engage with them, or the improvements to our distribution networks and platforms. Each of these investments is making banking faster and simpler for our customers across every channel. Focusing on what really matters We’re investing in our branch colleagues and their training, coaching and accreditation We’re hiring more front-line colleagues and have created new specialized roles like Senior Financial Advisors Just one year into our journey – we’re seeing terrific results. Future Ready has: Eliminated approximately 2 million annual emails and 1 million administrative activities Delivered approximately 23 more hours of capacity per branch per week We‘ve hired more than 750 customer advisors in the branch, and we continue to add new mobile mortgage specialists Our Legendary Experience Index – how we track our customers’ experiences with TD – has shown us delivering record customer satisfaction results As our journey continues into 2020, TD is doing more to help our colleagues deepen relationships with our customers and deliver legendary, connected and personalized omni-channel experiences. By pairing exceptional in-person experiences with seamless digital options, we continue to invest in our people, our branches and new tools for our customers. Elevating the personalized email experience for customers Leveraging a platform to further personalize customer emails in real time, when they are opened – based on location, time, weather and other contextual data – allows us to create compelling emails that increase engagement. This has improved engagement by over 25%. Being Future Ready We are committed to providing our customers with the best trusted advice to guide them through life’s important financial decisions. This is what the Canadian Personal Bank’s Future Ready strategy is all about. It’s about providing our customers with confidence that is deeply rooted in our understanding of their evolving needs, offering personalized advice to help them reach their financial goals, and making sure colleagues have the time they need to elevate the advice they give. TD is proud to have won four J.D. Power awards in 2019. These wins are a testament to the value of our omni-channel approach and the power of the One TD model. TD Canada Trust won the award for highest customer satisfaction levels among the big five banks1 TD Bank received the highest customer satisfaction with retail banking in the Southeast3 TD Auto Finance Canada ranked highest in dealer satisfaction among non-captive retail lenders2 TD Bank ranked highest in small business banking in the South Region4 1 TD Canada Trust won the award for highest customer satisfaction levels among the big five banks, ranking highest in overall satisfaction, convenience, and channel activities. 2 TD Auto Finance Canada ranked highest in dealer satisfaction among non-captive retail lenders for the second year in a row. 3 TD Bank, America’s Most Convenient Bank®, received the highest customer satisfaction with retail banking in the Southeast, according to the J.D. Power 2019 U.S. Retail Banking Study. 4 TD Bank ranked “Highest in Small Business Banking in the South Region” according to the J.D. Power Small Business Banking Satisfaction Study. 1212 TD BANK GROU P AN NUAL REPO RT 20 19 OUR STR ATE GY TD BANK GROUP ANNUAL REPORT 2019 OUR STRATEGYENHANCED DISCLOSURE TASK FORCE The Enhanced Disclosure Task Force (EDTF) was established by the Financial Stability Board in 2012 to identify fundamental disclosure principles, recommendations, and leading practices to enhance risk disclosures of banks. The index below includes the recommendations (as published by the EDTF) and lists the location of the related EDTF disclosures presented in the 2019 Annual Report or the 2019 fourth quarter Supplemental Financial Information (SFI), or Supplemental Regulatory Disclosures (SRD). Information on TD’s website, SFI, and SRD is not and should not be considered incorporated herein by reference into the 2019 Annual Report, Management’s Discussion and Analysis, or the Consolidated Financial Statements. Type of Risk Topic EDTF Disclosure Annual Report Page SFI SRD General Risk Governance and Risk Management and Business Model Capital Adequacy and Risk Weighted Assets Liquidity Funding Market Risk Credit Risk 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Present all related risk information together in any particular report. Refer to below for location of disclosures The bank’s risk terminology and risk measures and present key parameter values used. 73-78, 83, 90-93, 103-105 Describe and discuss top and emerging risks. Outline plans to meet each new key regulatory ratio once applicable rules are fnalized. Summarize the bank’s risk management organization, processes, and key functions. Description of the bank’s risk culture and procedures applied to support the culture. Description of key risks that arise from the bank’s business models and activities. Description of stress testing within the bank’s risk governance and capital frameworks. Pillar 1 capital requirements and the impact for global systemically important banks. 68-73 63-64, 89, 97-98 74-77 73-74 62, 73, 78-105 61, 77, 86, 103 58-60, 64, 211 Composition of capital and reconciliation of accounting balance sheet to the regulatory balance sheet. 58 Flow statement of the movements in regulatory capital. Discussion of capital planning within a more general discussion of management’s strategic planning. Analysis of how RWA relate to business activities and related risks. Analysis of capital requirements for each method used for calculating RWA. Tabulate credit risk in the banking book for Basel asset classes and major portfolios. Flow statement reconciling the movements of RWA by risk type. 59-61, 103 61-62 79-81, 83, 85-86, 100 4-7 Discussion of Basel III back-testing requirements. 82, 86, 91-92 1-3, 6 1-3, 5 4 10 22-36, 40-45 11-12 58-60 The bank’s management of liquidity needs and liquidity reserves. Encumbered and unencumbered assets in a table by balance sheet category. Tabulate consolidated total assets, liabilities and off-balance sheet commitments by remaining contractual maturity at the balance sheet date. Discussion of the bank’s funding sources and the bank’s funding strategy. Linkage of market risk measures for trading and non-trading portfolio and balance sheet. Breakdown of signifcant trading and non-trading market risk factors. Signifcant market risk measurement model limitations and validation procedures. Primary risk management techniques beyond reported risk measures and parameters. Provide information that facilitates users’ understanding of the bank’s credit risk profle, including any signifcant credit risk concentrations. 93-95 96, 205 100-102 99-100 84 84, 86-89 85-89, 91-92 85-89 45-58, 78-83, 164-169, 178, 181-182, 209-210 53, 136-137, 143-144, 168 15-31 1-5, 10-11, 13-60 27 Description of the bank’s policies for identifying impaired loans. 28 29 30 31 Other Risks Reconciliation of the opening and closing balances of impaired loans in the period and the allowance for loan losses. 50, 166-167 19, 23-24 Analysis of the bank’s counterparty credit risks that arises from derivative transactions. Discussion of credit risk mitigation, including collateral held for all sources of credit risk. 81-82, 151, 174-175, 178, 181-182 82, 140, 151 Description of ‘other risk’ types based on management’s classifcations and discuss how each one is identifed, governed, measured and managed. 90-92, 103-105 32 Discuss publicly known risk events related to other risks. 71-73, 203-205 37-39, 46-51 TD BANK GROUP ANNUAL RE POR T 2 0 19 ENH AN C ED DIS CLOSURE TASK FORCE 13 Management’s Discussion and Analysis This Management’s Discussion and Analysis (MD&A) is presented to enable readers to assess material changes in the fnancial condition and operating results of TD Bank Group (“TD” or the “Bank”) for the year ended October 31, 2019, 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, 2019. This MD&A is dated December 4, 2019. 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 revised to conform with the presentation adopted in the current period. Caution Regarding Forward-Looking Statements 14 GROUP FINANCIAL CONDITION FINANCIAL RESULTS OVERVIEW Net Income Revenue Provision for Credit Losses Expenses Taxes Quarterly Financial Information BUSINESS SEGMENT ANALYSIS Business Focus Canadian Retail U.S. Retail Wholesale Banking Corporate 20 21 22 23 24 24 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 26 29 ACCOUNTING STANDARDS AND POLICIES Critical Accounting Policies and Estimates 33 Current and Future Changes in Accounting Policies 37 Controls and Procedures 40 2018 FINANCIAL RESULTS OVERVIEW Summary of 2018 Performance 2018 Financial Performance by Business Line 41 42 ADDITIONAL FINANCIAL INFORMATION 44 45 58 65 67 68 68 73 106 110 111 112 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 (as defined in this document) makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the United States (U.S.) Securities and Exchange Commission (SEC), 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, the Management’s Discussion and Analysis (“2019 MD&A”) in the Bank’s 2019 Annual Report under the heading “Economic Summary and Outlook”, for the Canadian Retail, U.S. Retail, and Wholesale Banking segments under headings “Business Outlook and Focus for 2020”, and for the Corporate segment, “Focus for 2020”, and in other statements regarding the Bank’s objectives and priorities for 2020 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated financial performance. Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “goal”, “target”, “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, individually or in the aggregate, such differences include: credit, market (including equity, commodity, foreign exchange, interest rate, and credit spreads), liquidity, operational (including technology and infrastructure), model, 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; geopolitical risk; the ability of the Bank to execute on long-term strategies and shorter-term key strategic priorities, including the successful completion of acquisitions and dispositions, business retention plans, and strategic plans; the ability of the Bank 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; fraud or other criminal activity 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, or application of, current laws and regulations, including without limitation tax laws, capital guidelines and liquidity regulatory guidance and the bank recapitalization “bail-in” regime; exposure related to significant litigation and regulatory matters; increased competition from incumbents and non-traditional competitors, including Fintech and big technology competitors; changes to the Bank’s credit ratings; changes in currency and interest rates (including the possibility of negative interest rates); increased funding costs and market volatility due to market illiquidity and competition for funding; Interbank Offered Rate (IBOR) transition risk; critical accounting estimates and changes to accounting standards, policies, and methods used by the Bank; existing and potential international debt crises; environmental and social risk; 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 refer to the “Risk Factors and Management” section of the 2019 MD&A, as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable) related to any events or transactions discussed under the headings “Significant and Subsequent Events, and Pending Transactions” 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 2019 MD&A under the headings “Economic Summary and Outlook”, for the Canadian Retail, U.S. Retail, and Wholesale Banking segments, “Business Outlook and Focus for 2020”, and for the Corporate segment, “Focus for 2020”, each as may be 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 statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation. 14 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 1 FINANCIAL HIGHLIGHTS1 (millions of Canadian dollars, except where noted) Results of operations Total revenues – reported Total revenues – adjusted2 Provision for credit losses3 Insurance claims and related expenses Non-interest expenses – reported Non-interest expenses – adjusted2 Net income – reported Net income – adjusted2 Financial positions (billions of Canadian dollars) Total loans net of allowance for loan losses Total assets Total deposits Total equity Total Common Equity Tier 1 Capital risk-weighted assets4 Financial ratios Return on common equity – reported Return on common equity – adjusted2,5 Return on tangible common equity2,5 Return on tangible common equity – adjusted2,5 Effciency ratio – reported Effciency ratio – adjusted2 Provision for credit losses as a % of net average loans and acceptances6 Common share information – reported (Canadian dollars) Per share earnings Basic Diluted Dividends per common share Book value per share Closing share price7 Shares outstanding (millions) Average basic Average diluted End of period Market capitalization (billions of Canadian dollars) Dividend yield8 Dividend payout ratio Price-earnings ratio Total shareholder return (1-year)9 Common share information – adjusted (Canadian dollars)2 Per share earnings Basic Diluted Dividend payout ratio Price-earnings ratio Capital ratios Common Equity Tier 1 Capital ratio4 Tier 1 Capital ratio4 Total Capital ratio4 Leverage ratio 2019 2018 2017 $ 41,065 41,065 3,029 2,787 22,020 21,085 11,686 12,503 $ 684.6 1,415.3 887.0 87.7 456.0 $ 38,892 38,981 2,480 2,444 20,195 19,943 11,334 12,183 $ 646.4 1,334.9 851.4 80.0 435.6 $ 36,202 35,999 2,216 2,246 19,419 19,145 10,517 10,587 $ 612.6 1,279.0 832.8 75.2 435.8 14.5% 15.6 20.5 21.5 53.6 51.3 0.45 15.7% 16.9 22.7 23.9 51.9 51.2 0.39 14.9% 15.0 21.9 21.6 53.6 53.2 0.37 $ 6.26 6.25 2.89 45.20 75.21 1,824.2 1,827.3 1,811.9 $ 136.3 $ 6.02 6.01 2.61 40.50 73.03 1,835.4 1,839.5 1,828.3 $ 133.5 $ 5.51 5.50 2.35 37.76 73.34 1,850.6 1,854.8 1,839.6 $ 134.9 $ 3.9% 46.1 12.0 7.1 6.71 6.69 43.0% 11.2 12.1% 13.5 16.3 4.0 $ 3.5% 43.3 12.2 3.1 6.48 6.47 40.2% 11.3 12.0% 13.7 16.2 4.2 $ 3.6% 42.6 13.3 24.8 5.55 5.54 42.3% 13.2 10.7% 12.3 14.9 3.9 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 The Toronto-Dominion Bank (“TD” or the “Bank”) prepares its Consolidated Financial Statements in accordance with International Financial Reporting Standards (IFRS), the current Generally Accepted Accounting Principles (GAAP), and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures 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”, from reported results. Refer to the “Financial Results Overview” in 2019 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. 3 Effective November 1, 2017, amounts were prepared in accordance with IFRS 9, Financial Instruments (IFRS 9). Prior period comparatives were prepared in accordance with IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) and have not been restated. 4 Each capital ratio has its own risk-weighted assets (RWA) measure due to the Office of the Superintendent of Financial Institutions Canada (OSFI) prescribed scalar for inclusion of the Credit Valuation Adjustment (CVA). For fiscal 2019, the scalars for inclusion of CVA for Common Equity Tier 1 (CET1), Tier 1, and Total Capital RWA are all 100%. For fiscal 2018, the scalars were 80%, 83%, and 86%, respectively. For fiscal 2017, the scalars were 72%, 77%, and 81%, respectively. Prior to fiscal 2018, as the Bank was constrained by the Basel I regulatory floor, the RWA as it relates to the regulatory floor was calculated based on the Basel I risk weights which were the same for all capital ratios. 5 Metrics are non-GAAP financial measures. Refer to the “Return on Common Equity” and “Return on Tangible Common Equity” sections of this document for an explanation. 6 Excludes acquired credit-impaired (ACI) loans, debt securities classified as loans (DSCL) under IAS 39, debt securities at amortized cost (DSAC), and debt securities at fair value through other comprehensive income (DSOCI) under IFRS 9. 7 Toronto Stock Exchange (TSX) closing market price. 8 Dividend yield is calculated as the dividend per common share paid during the year divided by the daily average closing stock price during the year. 9 Total shareholder return is calculated based on share price movement and dividends reinvested over a trailing one-year period. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 15 FINANCIAL RESULTS OVERVIEW CORPORATE OVERVIEW The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD” or the “Bank”). TD is the ffth largest bank in North America by branches and serves over 26 million customers in three key businesses operating in a number of locations in fnancial centres around the globe: Canadian Retail, which includes the results of the Canadian personal and commercial banking, wealth and insurance businesses; U.S. Retail, which includes the results of the U.S. personal and business banking operations, wealth management services, and the Bank’s investment in TD Ameritrade; and Wholesale Banking. TD also ranks among the world’s leading online fnancial services frms, with more than 13 million active online and mobile customers. TD had $1.4 trillion in assets on October 31, 2019, and 89,031 average full-time equivalent employees in fscal 2019. 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 GAAP, and refers to results prepared in accordance with IFRS as “reported” results. The Bank also utilizes non-GAAP fnancial measures referred to as “adjusted” results to assess each of its businesses and to measure the Bank’s overall performance. To arrive at adjusted results, the Bank removes “items of note”, 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 3. As explained, adjusted results differ from reported results determined in accordance with IFRS. Adjusted results, items of note, and related terms used in this document are not defned terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers. The Bank’s U.S. strategic cards portfolio is comprised of agreements with certain U.S. retailers pursuant to which TD is the U.S. issuer of private label and co-branded consumer credit cards to their U.S. customers. Under the terms of the individual agreements, the Bank and the retailers share in the profts generated by the relevant portfolios after credit losses. Under IFRS, TD is required to present the gross amount of revenue and provisions for credit losses related to these portfolios in the Bank’s Consolidated Statement of Income. At the segment level, the retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to Corporate’s reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to TD under the agreements. Effective November 1, 2017, the Bank adopted IFRS 9, which replaced the guidance in IAS 39. Refer to Note 2 of the 2019 Consolidated Financial Statements for a summary of the Bank’s accounting policies as it relates to IFRS 9. Under IFRS 9, the current period provision for credit losses (PCL) for performing (Stage 1 and Stage 2) and impaired (Stage 3) fnancial assets, loan commitments, and fnancial guarantees is recorded within the respective segment. Under IAS 39 and prior to November 1, 2017, the PCL related to the collectively assessed allowance for incurred but not identifed credit losses that related to the Canadian Retail and Wholesale Banking segments was recorded in the Corporate segment. Prior period results have not been restated. PCL on impaired fnancial assets includes Stage 3 PCL under IFRS 9 and counterparty-specifc and individually insignifcant PCL under IAS 39. PCL on performing fnancial assets, loan commitments, and fnancial guarantees include Stage 1 and Stage 2 PCL under IFRS 9 and incurred but not identifed losses under IAS 39. IFRS 9 does not require restatement of comparative period fnancial statements except in limited circumstances related to aspects of hedge accounting. Entities are permitted to restate comparatives as long as hindsight is not applied. The Bank had made the decision not to restate comparative period fnancial information and had recognized any measurement differences between the previous carrying amount and the new carrying amount on November 1, 2017 through an adjustment to opening retained earnings. As such, fscal 2019 and 2018 results refect the adoption of IFRS 9, while fscal 2017 refects results under IAS 39. U.S. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Act”) which made broad and complex changes to the U.S. tax code. The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in an adjustment during 2018 to the Bank’s U.S. deferred tax assets and liabilities to the lower base rate of 21% as well as an adjustment to the Bank’s carrying balances of certain tax credit- related investments and its investment in TD Ameritrade. The Bank fnalized its assessment of the implications of the U.S. Tax Act during 2018 and recorded a net charge to earnings of $392 million (US$319 million) for the year ended October 31, 2018. The lower corporate tax rate had and continues to have a positive effect on TD’s current year and future earnings. The amount of the beneft may vary due to, among other things, changes in interpretations and assumptions the Bank has made and guidance that may be issued by applicable regulatory authorities. The following table provides the operating results on a reported basis for the Bank. T A B L E 2 OPERATING RESULTS – Reported 1 (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 TD Ameritrade Provision for income taxes Equity in net income of an investment in TD Ameritrade Net income – reported Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Common shareholders Non-controlling interests 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 16 TD B ANK GROUP ANNUAL REP ORT 2 019 MA NAGEM ENT’S DIS CUS SION AND A NA LY SIS 2019 $ 23,931 17,134 41,065 3,029 2,787 22,020 13,229 2,735 1,192 11,686 252 $ 11,434 2018 $ 22,239 16,653 38,892 2,480 2,444 20,195 13,773 3,182 743 11,334 214 $ 11,120 2017 $ 20,847 15,355 36,202 2,216 2,246 19,419 12,321 2,253 449 10,517 193 $ 10,324 $ 11,416 18 $ 11,048 72 $ 10,203 121 T A B L E 3 NON-GAAP FINANCIAL MEASURES – Reconciliation of Adjusted to Reported Net Income1 (millions of Canadian dollars) 2019 2018 2017 Operating results – adjusted Net interest income Non-interest income2 Total revenue Provision for credit losses Insurance claims and related expenses Non-interest expenses3 Income before income taxes and equity in net income of an investment in TD Ameritrade Provision for (recovery of) income taxes Equity in net income of an investment in TD Ameritrade4 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 Pre-tax adjustments of items of note Amortization of intangibles5 Charges related to the long-term loyalty agreement with Air Canada6 Charges associated with the acquisition of Greystone7 Charges associated with the Scottrade transaction8 Impact from U.S. tax reform9 Dilution gain on the Scottrade transaction10 11 Loss on sale of the Direct Investing business in Europe Fair value of derivatives hedging the reclassifed available-for-sale securities portfolio12 Provision for (recovery of) income taxes for items of note Amortization of intangibles5,13 Charges related to the long-term loyalty agreement with Air Canada6 Charges associated with the acquisition of Greystone7 Charges associated with the Scottrade transaction8 Impact from U.S. tax reform9 Dilution gain on the Scottrade transaction10 11 Loss on sale of the Direct Investing business in Europe Fair value of derivatives hedging the reclassifed available-for-sale securities portfolio12 Total adjustments for items of note Net income available to common shareholders – reported $ 23,931 17,134 41,065 3,029 2,787 21,085 14,164 2,949 1,288 12,503 252 12,251 18 12,233 (307) (607) (117) – – – – – (48) (161) (5) – – – – – (817) $ 11,416 $ 22,239 16,742 38,981 2,480 2,444 19,943 14,114 2,898 967 12,183 214 11,969 72 11,897 (324) – – (193) (48) – – – (55) – – (5) 344 – – – (849) $ 11,048 $ 20,847 15,152 35,999 2,216 2,246 19,145 12,392 2,336 531 10,587 193 10,394 121 10,273 (310) – – (46) – 204 (42) 41 (78) – – (10) – – (2) 7 (70) $ 10,203 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Adjusted non-interest income excludes the following items of note: Adjustment to the carrying balances of certain tax credit-related investments as explained in footnote 9 – 2018 – $(89) million. Dilution gain on the Scottrade transaction, as explained in footnote 10 – 2017 – $204 million. Loss on sale of the Direct Investing business in Europe, as explained in footnote 11 – 2017 – $42 million. Gain on fair value of derivatives hedging the reclassified available-for-sale (AFS) securities portfolio, as explained in footnote 12 – 2017 – $41 million. These amounts were reported in the Corporate segment. 3 Adjusted non-interest expenses exclude the following items of note: Amortization of intangibles, as explained in footnote 5 – 2019 – $211 million, 2018 – $231 million, 2017 – $248 million, reported in the Corporate segment. Charges related to the long-term loyalty agreement with Air Canada, as explained in footnote 6 – 2019 – $607 million; this amount was reported in the Canadian Retail segment. Charges associated with the acquisition of Greystone, as explained in footnote 7 – 2019 – $117 million; this amount was reported in the Canadian Retail segment. Charges associated with the Bank’s acquisition of Scottrade Bank, as explained in footnote 8 – 2018 – $21 million and 2017 – $26 million, reported in the U.S. Retail segment. 4 Adjusted equity in net income of an investment in TD Ameritrade excludes the following items of note: Amortization of intangibles as explained in footnote 5 – 2019 – $96 million, 2018 – $93 million, 2017 – $62 million; and the Bank’s share of TD Ameritrade’s deferred tax balances adjustment, as explained in footnote 9 – 2018 – $(41) million. The earnings impact of both of these items was reported in the Corporate segment. The Bank’s share of charges associated with TD Ameritrade’s acquisition of Scottrade Financial Services Inc. (Scottrade), as explained in footnote 8 – 2018 – $172 million and 2017 – $20 million. This item was reported in the U.S. Retail segment. 5 Amortization of intangibles relates to intangibles acquired as a result of asset acquisitions and business combinations, including the after-tax amounts for amortization of intangibles relating to the Equity in net income of the investment in TD Ameritrade. Although the amortization of software and asset servicing rights are recorded in amortization of intangibles, they are not included for purposes of the items of note. 6 On January 10, 2019, the Bank’s long-term loyalty program agreement with Air Canada became effective in conjunction with Air Canada completing its acquisition of Aimia Canada Inc., which operates the Aeroplan loyalty business (the “Transaction”). In connection with the Transaction, the Bank recognized an expense of $607 million ($446 million after-tax) in the Canadian Retail segment. 7 On November 1, 2018, the Bank acquired Greystone Capital Management Inc., the parent company of Greystone Managed Investments Inc. (“Greystone”). The Bank incurred acquisition related charges including compensation to employee shareholders issued in common shares in respect of the purchase price, direct transaction costs, and certain other acquisition related costs. These amounts have been recorded as an adjustment to net income and were reported in the Canadian Retail segment. 8 On September 18, 2017, the Bank acquired Scottrade Bank and TD Ameritrade acquired Scottrade, together with the Bank’s purchase of TD Ameritrade shares issued in connection with TD Ameritrade’s acquisition of Scottrade (the “Scottrade transaction”). Scottrade Bank merged with TD Bank, N.A. The Bank and TD Ameritrade incurred acquisition related charges including employee severance, contract termination fees, direct transaction costs, and other one-time charges. These amounts have been recorded as an adjustment to net income and include charges associated with the Bank’s acquisition of Scottrade Bank and the after-tax amounts for the Bank’s share of charges associated with TD Ameritrade’s acquisition of Scottrade. These amounts were reported in the U.S. Retail segment. 9 The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in a net charge to earnings during 2018 of $392 million, comprising a net $48 million pre-tax charge related to the write-down of certain tax credit-related investments, partially offset by the favourable impact of the Bank’s share of TD Ameritrade’s remeasurement of its deferred income tax balances, and a net $344 million income tax expense resulting from the remeasurement of the Bank’s deferred tax assets and liabilities to the lower base rate of 21% and other related tax adjustments. The earnings impact was reported in the Corporate segment. 10 In connection with TD Ameritrade’s acquisition of Scottrade on September 18, 2017, TD Ameritrade issued 38.8 million shares, of which the Bank purchased 11.1 million pursuant to its pre-emptive rights. As a result of the share issuances, the Bank’s common stock ownership percentage in TD Ameritrade decreased and the Bank realized a dilution gain of $204 million reported in the Corporate segment. 11 On June 2, 2017, the Bank completed the sale of its Direct Investing business in Europe to Interactive Investor PLC. A loss of $40 million after tax was recorded in the Corporate segment in other income (loss). The loss is not considered to be in the normal course of business for the Bank. 12 The Bank changed its trading strategy with respect to certain trading debt securities and reclassified these securities from trading to AFS under IAS 39 (classified as fair value through other comprehensive income (FVOCI) under IFRS 9) effective August 1, 2008. These debt securities are economically hedged, primarily with credit default swap (CDS) and interest rate swap contracts which are recorded on a fair value basis with changes in fair value recorded in the period’s earnings. As a result, the derivatives were accounted for on an accrual basis in Wholesale Banking and the gains and losses related to the derivatives in excess of the accrued amounts were reported in the Corporate segment. Adjusted results of the Bank in prior periods exclude the gains and losses of the derivatives in excess of the accrued amount. Effective February 1, 2017, the total gains and losses as a result of changes in fair value of these derivatives are recorded in Wholesale Banking. 13 The amount reported in 2018 excludes $31 million relating to the one-time adjustment of associated deferred tax liability balances as a result of the U.S. Tax Act. The impact of this adjustment is included in the Impact from U.S. tax reform item of note. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 17 T A B L E 4 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 2019 $ 6.26 0.45 $ 6.71 $ 6.25 0.44 $ 6.69 2018 $ 6.02 0.46 $ 6.48 $ 6.01 0.46 $ 6.47 2017 $ 5.51 0.04 $ 5.55 $ 5.50 0.04 $ 5.54 1 EPS is computed by dividing net income available to common shareholders by the 2 For explanations of items of note, refer to the “Non-GAAP Financial Measures – weighted-average number of shares outstanding during the period. Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. T A B L E 5 AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES1,2 (millions of Canadian dollars) TD Bank, National Association (TD Bank, N.A.) TD Ameritrade Holding Corporation (TD Ameritrade)3 MBNA Canada Aeroplan Other Software and asset servicing rights Amortization of intangibles, net of income taxes 2019 $ 76 96 40 17 30 259 469 $ 728 2018 $ 87 93 49 17 23 269 464 $ 733 2017 $ 91 62 42 17 20 232 351 $ 583 1 The amount reported in 2018 excludes $31 million relating to the one-time adjustment of associated deferred tax liability balances as a result of the U.S. Tax Act. The impact of this adjustment is included in the Impact from U.S. tax reform item of note. 2 Amortization of intangibles, with the exception of software and asset servicing rights, are included as items of note. For explanations of items of note, refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 3 Included in equity in net income of an investment in TD Ameritrade. 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. For fscal 2019, the capital allocated to the business segments is based on 10% CET1 Capital. Capital allocated to the business segments was based on 9% for fscal 2018 and 2017. 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 fnancial measure and is not a defned 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. T A B L E 6 RETURN ON COMMON EQUITY (millions of Canadian dollars, except as noted) Average common equity Net income available to common shareholders – reported Items of note, net of income taxes1 Net income available to common shareholders – adjusted Return on common equity – reported Return on common equity – adjusted 1 For explanations of items of note, refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2019 $ 78,638 11,416 817 $ 12,233 2018 $ 70,499 11,048 849 $ 11,897 2017 $ 68,349 10,203 70 $ 10,273 14.5% 15.6 15.7% 16.9 14.9% 15.0 RETURN ON TANGIBLE COMMON EQUITY Tangible common equity (TCE) is calculated as common shareholders’ equity less goodwill, imputed goodwill and intangibles on an investment in TD Ameritrade and other acquired intangible assets, net of related deferred tax liabilities. Return on tangible common equity (ROTCE) is calculated as reported net income available to common shareholders after adjusting for the after-tax amortization of acquired intangibles, which are treated as an item of note, as a percentage of average TCE. Adjusted ROTCE is calculated using reported net income available to common shareholders, adjusted for items of note, as a percentage of average TCE. Adjusted ROTCE provides a useful measure of the performance of the Bank’s income producing assets, independent of whether or not they were acquired or developed internally. TCE, ROTCE, and adjusted ROTCE are each non-GAAP fnancial measures and are not defned terms 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. 18 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 7 RETURN ON TANGIBLE COMMON EQUITY (millions of Canadian dollars, except as noted) Average common equity Average goodwill Average imputed goodwill and intangibles on an investment in TD Ameritrade Average other acquired intangibles1 Average related deferred tax liabilities Average tangible common equity Net income available to common shareholders – reported Amortization of acquired intangibles, net of income taxes2 Net income available to common shareholders after adjusting for after-tax amortization of acquired intangibles Other items of note, net of income taxes2 Net income available to common shareholders – adjusted Return on tangible common equity Return on tangible common equity – adjusted 2019 $ 78,638 17,070 4,146 662 (260) 57,020 11,416 259 11,675 558 $ 12,233 2018 $ 70,499 16,197 4,100 676 (240) 49,766 11,048 269 11,317 580 $ 11,897 2017 $ 68,349 16,335 3,899 917 (343) 47,541 10,203 232 10,435 (162) $ 10,273 20.5% 21.5 22.7% 23.9 21.9% 21.6 1 Excludes intangibles relating to software and asset servicing rights. 2 For explanations of items of note, refer to the “Non-GAAP Financial Measures – SIGNIFICANT AND SUBSEQUENT EVENTS, AND PENDING TRANSACTIONS Bank Supports Acquisition of TD Ameritrade Holding Corporation by The Charles Schwab Corporation On November 25, 2019, the Bank announced its support for the acquisition of TD Ameritrade Holding Corporation (TD Ameritrade), of which the Bank is a major shareholder, by The Charles Schwab Corporation (Schwab), through a defnitive agreement announced by those companies. Under the terms of the transaction, all TD Ameritrade shareholders, including the Bank, would exchange each TD Ameritrade share they own for 1.0837 shares of Schwab. As a result, the Bank will exchange its approximate 43% in TD Ameritrade for an approximate 13.4% stake in Schwab, consisting of up to 9.9% voting common shares and the remainder in non-voting common shares, convertible upon transfer to a third party. TD expects to record a revaluation gain at closing. The transaction is subject to certain closing conditions, including majority approval by the shareholders of each of TD Ameritrade and Schwab, and majority approval of TD Ameritrade’s shareholders other than TD and certain other shareholders of TD Ameritrade that have entered into voting agreements. In addition, the transaction is subject to receipt of regulatory approvals. The transaction is expected to close in the second half of calendar 2020, subject to all applicable closing conditions having been satisfed. If the transaction closes, it is expected to have minimal capital impact on the Bank, and the Bank expects to account for its investment in Schwab using the equity method of accounting. The Bank and Schwab have entered into a new Stockholders’ Agreement that will become effective upon closing, under which the Bank will have two seats on Schwab’s Board of Directors, subject to the Bank meeting certain conditions. Under the agreement, the Bank will be subject to customary standstill and lockup restrictions. The Bank and Schwab have also entered into a revised and extended long-term Insured Deposit Account (IDA) agreement that will become effective upon closing and extends to 2031. Starting on July 1, 2021, IDA deposits, which were $142 billion (US$108 billion) as at October 31, 2019, can be reduced at Schwab’s option by up to US$10 billion a year, with a foor of US$50 billion. The servicing fee under the revised IDA agreement will be set at 15 basis points (bps) upon closing. Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. Agreement for Air Canada Credit Card Loyalty Program On January 10, 2019, the Bank’s long-term loyalty program agreement (the “Loyalty Agreement”) with Air Canada became effective in conjunction with Air Canada completing its acquisition of Aimia Canada Inc., which operates the Aeroplan loyalty business (the “Transaction”). Under the terms of the Loyalty Agreement, the Bank will become the primary credit card issuer for Air Canada’s new loyalty program when it launches in 2020 through to 2030. TD Aeroplan cardholders will become members of Air Canada’s new loyalty program and their miles will be transitioned when Air Canada’s new loyalty program launches in 2020. In connection with the Transaction, the Bank paid $622 million plus applicable sales tax to Air Canada, of which $547 million ($446 million after sales and income taxes) was recognized in non-interest expenses – other in the Canadian Retail segment, and $75 million was recognized as an intangible asset which will be amortized over the Loyalty Agreement term. In addition, the Bank prepaid $308 million plus applicable sales tax for the future purchase of loyalty points over a ten-year period. The Bank also expects to incur additional pre-tax costs of approximately $100 million over two years to build the functionality required to facilitate the new program. The Transaction reduced the Bank’s CET1 ratio by approximately 13 bps. Acquisition of Greystone On November 1, 2018, the Bank acquired 100% of the outstanding equity of Greystone for consideration of $821 million, of which $479 million was paid in cash and $342 million was paid in the Bank’s common shares. The value of 4.7 million common shares issued as consideration was based on the volume weighted-average market price of the Bank’s common shares over the 10 trading day period immediately preceding the ffth business day prior to the acquisition date and was recorded based on market price at close. Common shares of $167 million issued to employee shareholders in respect of the purchase price are being held in escrow for two years post- acquisition, subject to their continued employment, and are being recorded as a compensation expense over the two-year escrow period. The acquisition was accounted for as a business combination under the purchase method. As at November 1, 2018, the acquisition contributed $165 million of assets and $46 million of liabilities. The excess of accounting consideration over the fair value of the identifable net assets has been allocated to customer relationship intangibles of $140 million, deferred tax liability of $37 million, and goodwill of $432 million. Goodwill is not deductible for tax purposes. The results of the acquisition have been consolidated from the acquisition date and reported in the Canadian Retail segment. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 19 NET INCOME – REPORTED BY BUSINESS SEGMENT (as a percentage of total net income) 1 70% 60 50 40 30 20 10 0 2017 2018 2019 2017 2018 2019 2017 2018 2019 NET INCOME – ADJUSTED BY BUSINESS SEGMENT (as a percentage of total net income) 1 70% 60 50 40 30 20 10 0 2017 2018 2019 2017 2018 2019 2017 2018 2019 Canadian Retail U.S. Retail Wholesale Banking FINANCIAL RESULTS OVERVIEW Net Income Reported net income for the year was $11,686 million, an increase of $352 million, or 3%, compared with last year. The increase refects higher revenue, a higher contribution from TD Ameritrade, and the impact from U.S. tax reform in the prior year, partially offset by higher non-interest expenses, including charges related to the agreement with Air Canada, higher provisions for credit losses (PCL), and higher insurance claims. The reported ROE for the year was 14.5%, compared with 15.7% last year. Adjusted net income of $12,503 million increased $320 million, or 3%, compared with last year. By segment, the increase in reported net income was due to an increase in U.S. Retail of $793 million, or 19%, a lower net loss in the Corporate segment of $325 million, or 30%, partially offset by a decrease in Wholesale Banking of $446 million, or 42%, and a decrease in Canadian Retail of $320 million, or 4%. Reported diluted EPS for the year was $6.25, an increase of 4%, compared with $6.01 last year. Adjusted diluted EPS for the year was $6.69, a 3% increase, compared with $6.47 last year, below the low end of the 7% to 10% medium-term adjusted EPS range previously communicated for fscal 2019. After a challenging frst quarter for the Wholesale Banking segment, we had strong adjusted EPS growth of 8% in each of the second and third quarters. However, fourth quarter adjusted EPS declined 2% from the prior year refecting restructuring charges, derivative valuation charges, and lower contribution from Treasury and other. Impact of Foreign Exchange Rate on U.S. Retail Segment Translated Earnings The following table refects the estimated impact of foreign currency translation on key U.S. Retail segment income statement items. T A B L E 8 IMPACT OF FOREIGN CURRENCY TRANSLATION ON U.S. RETAIL SEGMENT EARNINGS (millions of Canadian dollars, except as noted) U.S. Retail Bank Total revenue Non-interest expenses – reported Non-interest expenses – adjusted Net income – reported, after tax Net income – adjusted, after tax Equity in net income of an investment in TD Ameritrade – reported1 Equity in net income of an investment in TD Ameritrade – adjusted1 U.S. Retail segment net income – reported, after tax U.S. Retail segment net income – adjusted, after tax Earnings per share (Canadian dollars) Basic – reported Basic – adjusted Diluted – reported Diluted – adjusted 2019 vs. 2018 Increase (Decrease) 2018 vs. 2017 Increase (Decrease) $ 369 199 199 120 120 $ (173) (94) (93) (57) (58) 37 37 158 158 (12) (10) (68) (68) $ 0.09 0.09 0.09 0.09 $ (0.04) (0.04) (0.04) (0.04) 1 Equity in net income of an investment in TD Ameritrade and the foreign exchange impact are reported with a one-month lag. Average foreign exchange rate (equivalent of CAD $1.00) U.S. dollar 2019 1.329 2018 1.287 2017 1.308 1 Amounts exclude Corporate segment. 20 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN A LYSIS FINANCIAL RESULTS OVERVIEW Revenue Reported revenue was $41,065 million, an increase of $2,173 million, or 6%, compared with last year. Adjusted revenue was $41,065 million, an increase of $2,084 million, or 5%, compared with last year. revenue from treasury and balance sheet management activities in the Corporate segment, and lower revenue in Wholesale Banking. By segment, the increase in reported non-interest income was due NET INTEREST INCOME Net interest income for the year was $23,931 million, an increase of $1,692 million, or 8%, compared with last year. The increase refects loan and deposit volume growth and higher margins in the Canadian and U.S. Retail segments, and the impact of foreign currency translation, partially offset by lower revenue in Wholesale Banking refecting challenging market conditions in the frst quarter of this year. By segment, the increase in reported net interest income was due to an increase in U.S. Retail of $775 million, or 9%, an increase in Canadian Retail of $773 million, or 7%, and an increase in the Corporate segment of $383 million, or 29%, partially offset by a decrease in Wholesale Banking of $239 million, or 21%. NET INTEREST MARGIN Net interest margin increased by 1 basis point during the year to 1.96%, compared with 1.95% last year, primarily due to modest increases in the Canadian and U.S. Retail segments, offset by changes in non-retail product mix. NON-INTEREST INCOME Reported non-interest income for the year was $17,134 million, an increase of $481 million, or 3%, compared with last year. The increase refects higher fee-based revenue in the wealth and banking businesses, higher revenue from the insurance business including changes in the fair value of investments supporting claims liabilities, which resulted in a similar increase to insurance claims, and the impact of foreign currency translation. The increase is partially offset by lower T A B L E 9 NON-INTEREST INCOME1 (millions of Canadian dollars, except as noted) Investment and securities services Broker dealer fees and commissions Full-service brokerage and other securities services Underwriting and advisory Investment management fees Mutual fund management Trust fees Total investment and securities services Credit fees Net securities gains (losses) Trading income (losses) Service charges Card services Insurance revenue Other income (loss) Total 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. to an increase in Canadian Retail of $740 million, or 7%, and an increase in U.S. Retail of $72 million, or 3%, partially offset by a decrease in Corporate of $284 million, or 75%, and a decrease in Wholesale Banking of $47 million, or 2%. NET INTEREST INCOME (millions of Canadian dollars) $24,000 21,000 18,000 15,000 12,000 9,000 6,000 3,000 0 2017 2018 2019 2019 2018 2017 % change 2019 vs. 2018 $ 637 1,191 520 629 1,768 127 4,872 1,289 78 1,047 2,885 2,465 4,282 216 $ 17,134 $ 577 1,099 566 546 1,790 136 4,714 1,210 111 1,052 2,716 2,376 4,045 429 $ 16,653 $ 493 1,013 589 534 1,738 145 4,512 1,130 128 303 2,648 2,388 3,760 486 $ 15,355 10 8 (8) 15 (1) (7) 3 7 (30) – 6 4 6 (50) 3 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 21 TRADING-RELATED INCOME Trading-related income is the total of net interest income on trading positions, trading income (loss), and income from fnancial instruments designated at fair value through proft or loss that are managed within a trading portfolio. 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. Trading-related income excludes underwriting fees and commissions on securities transactions. Management believes that the total trading- related income is the appropriate measure of trading performance. Trading-related income by product line depicts trading income for each major trading category. T A B L E 1 0 TRADING-RELATED INCOME1 (millions of Canadian dollars) Net interest income (loss)2 Trading income (loss) Income (Loss) from fnancial instruments designated at fair value through proft or loss3 Total By product Interest rate and credit Foreign exchange Equity and other2 Total For the years ended October 31 2019 $ 293 1,047 (10) $ 1,330 $ 413 677 240 $ 1,330 2018 $ 495 1,052 10 $ 1,557 $ 545 680 332 $ 1,557 2017 $ 770 303 11 $ 1,084 $ 679 673 (268) $ 1,084 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. 2 Excludes taxable equivalent basis (TEB). 3 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. FINANCIAL RESULTS OVERVIEW Provision for Credit Losses PCL for the year was $3,029 million, an increase of $549 million, or 22%, compared with the same period last year. PCL – impaired was $2,630 million, an increase of $464 million, or 21%, refecting higher provisions in the consumer and commercial lending portfolios and volume growth. PCL – performing was $399 million, an increase of $85 million, or 27%, refecting credit migration in the Canadian Retail and Wholesale Banking segments, and volume growth, partially offset by lower provisions in the U.S. strategic cards portfolio. Total PCL as a percentage of credit volume was 0.45%. By segment, the increase in PCL was due to an increase in Canadian Retail of $308 million, or 31%, an increase in U.S. Retail of $165 million, or 18%, an increase in Wholesale Banking of $41 million, and an increase in the Corporate segment of $35 million, or 6%. PROVISION FOR CREDIT LOSSES (millions of Canadian dollars) $3,500 3,000 2,500 2,000 1,500 1,000 500 0 2017 2018 2019 22 TD BANK GROUP ANNUAL R EP ORT 2 0 19 MA NAGEM ENT’ S D ISCU SSION A ND A N ALYSIS FINANCIAL RESULTS OVERVIEW Expenses NON-INTEREST EXPENSES Reported non-interest expenses for the year were $22,020 million, which included $154 million2 of restructuring charges. Non-interest expenses increased $1,825 million, or 9%, compared with last year, primarily refecting charges related to the agreement with Air Canada and the acquisition of Greystone, higher employee related costs, additional employees supporting business growth, investments in strategic initiatives, volume growth, restructuring charges, and the impact of foreign currency translation, partially offset by productivity savings. By segment, the increase in non-interest expenses was due to an increase in Canadian Retail of $1,262 million, or 13%, an increase in U.S. Retail of $311 million, or 5%, an increase in Wholesale Banking of $268 million, or 13%, partially offset by a decrease in the Corporate segment of $16 million, or 1%. Adjusted non-interest expenses were $21,085 million, an increase of $1,142 million, or 6%, compared with last year. INSURANCE CLAIMS AND RELATED EXPENSES Insurance claims and related expenses were $2,787 million, an increase of $343 million, or 14%, compared with last year. The increase refects changes in the fair value of investments supporting claims liabilities which resulted in a similar increase to non-interest income, higher current year claims refecting business growth, and less favourable prior years’ claims development, partially offset by fewer severe weather-related events. EFFICIENCY RATIO The effciency ratio measures operating effciency and is calculated by taking the non-interest expenses as a percentage of total revenue. A lower ratio indicates a more effcient business operation. T A B L E 1 1 NON-INTEREST EXPENSES AND EFFICIENCY RATIO1 (millions of Canadian dollars, except as noted) Salaries and employee benefts Salaries Incentive compensation Pension and other employee benefts Total salaries and employee benefts Occupancy Rent Depreciation and impairment losses Other Total occupancy Equipment Rent Depreciation and impairment losses Other Total equipment Amortization of other intangibles Marketing and business development Restructuring charges Brokerage-related fees Professional and advisory services Other expenses Total expenses Effciency ratio – reported Effciency ratio – adjusted2 The reported effciency ratio was 53.6%, compared with 51.9% last year. The adjusted effciency ratio was 51.3%, compared with 51.2% last year. NON-INTEREST EXPENSES (millions of Canadian dollars) EFFICIENCY RATIO (percent) $25,000 60% 20,000 15,000 10,000 5,000 0 50 40 30 20 10 0 2017 2018 2019 2017 2018 2019 Reported Adjusted Reported Adjusted 2019 2018 2017 % change 2019 vs. 2018 $ 6,879 2,724 1,641 11,244 $ 6,162 2,592 1,623 10,377 944 405 486 1,835 245 200 720 1,165 800 769 175 336 1,322 4,374 $ 22,020 913 371 481 1,765 207 205 661 1,073 815 803 73 359 1,194 3,736 $ 20,195 $ 5,839 2,454 1,725 10,018 917 402 475 1,794 184 201 607 992 704 726 2 360 1,119 3,704 $ 19,419 12 5 1 8 3 9 1 4 18 (2) 9 9 (2) (4) 140 (6) 11 17 9 53.6% 51.3 51.9% 51.2 53.6% 53.2 170 bps 10 1 Certain comparative amounts have been recast to conform with the presentation 2 For explanations of items of note, refer to the “Non-GAAP Financial Measures – adopted in the current period. Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2 By segment, the restructuring charges in the fourth quarter of this year are as follows: $68 million in U.S. Retail, $51 million in Corporate, $23 million in Wholesale Banking, and $12 million in Canadian Retail. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 23 FINANCIAL RESULTS OVERVIEW Taxes Reported total income and other taxes decreased by $181 million, or 3.9%, compared with last year, refecting a decrease in income tax expense of $447 million, or 14.0%, and an increase in other taxes of $266 million, or 18.9%. Adjusted total income and other taxes were up $317 million from last year, or 7.4%, refecting an increase in income tax expense of $51 million. The Bank’s reported effective tax rate was 20.7% for 2019, compared with 23.1% last year. The year-over-year decrease was largely due to the impact of U.S. tax reform in 2018, partially offset by business mix. For a reconciliation of the Bank’s effective income tax rate with the Canadian statutory income tax rate, refer to Note 25 of the 2019 Consolidated Financial Statements. The Bank’s adjusted effective income tax rate for 2019 was 20.8%, compared with 20.5% last year. The year-over-year increase was largely due to business mix. The Bank reports its investment in TD Ameritrade using the equity method of accounting. TD Ameritrade’s tax expense of $389 million in 2019, compared with $206 million last year, was not part of the Bank’s effective tax rate. T A B L E 1 2 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 Total adjustments for items of note1,2 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 – reported Effective income tax rate – adjusted4 2019 $ 2,735 214 2,949 587 168 678 243 1,676 $ 4,625 2018 $ 3,182 (284) 2,898 538 148 487 237 1,410 $ 4,308 2017 $ 2,253 83 2,336 517 136 462 202 1,317 $ 3,653 20.7% 20.8 23.1% 20.5 18.3% 18.9 1 For explanations of items of note, refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 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. 2 The tax effect for each item of note is calculated using the statutory income tax rate of the applicable legal entity. FINANCIAL RESULTS OVERVIEW Quarterly Financial Information FOURTH QUARTER 2019 PERFORMANCE SUMMARY Reported net income for the quarter was $2,856 million, a decrease of $104 million, or 4%, compared with fourth quarter last year. The decrease refects higher PCL, and higher non-interest expenses, including restructuring charges, partially offset by higher revenue, and a higher contribution from TD Ameritrade. Adjusted net income for the quarter was $2,946 million, a decrease of $102 million, or 3%, compared with the fourth quarter last year. Reported diluted EPS for the quarter was $1.54, a decrease of 3%, compared with $1.58 in the fourth quarter of last year. Adjusted diluted EPS for the quarter was $1.59, a decrease of 2%, compared with $1.63 in the fourth quarter of last year. Reported revenue for the quarter was $10,340 million, an increase of $204 million, or 2%, compared with the fourth quarter last year. Net interest income for the quarter was $6,175 million, an increase of $419 million, or 7%, primarily due to loan and deposit volume growth, partially offset by lower margins in the U.S. Retail segment. By segment, the increase in reported net interest income was due to an increase in the Corporate segment of $176 million, or 56%, an increase in Canadian Retail of $151 million, or 5%, an increase in U.S. Retail of $87 million, or 4%, and an increase in Wholesale Banking of $5 million, or 2%. Adjusted net interest income for the quarter was $6,175 million, an increase of $419 million, or 7%, compared with the fourth quarter last year. 24 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Non-interest income for the quarter was $4,165 million, a decrease of $215 million, or 5%, refecting lower revenue from treasury and balance sheet management activities in the Corporate segment, and derivative valuation charges, partially offset by an increase in revenues from the insurance business and higher fee-based revenues in the wealth business. By segment, the decrease in reported non-interest income was due to a decrease in the Corporate segment of $261 million, or 146%, a decrease in Wholesale Banking of $88 million, or 13%, partially offset by an increase in Canadian Retail of $130 million, or 5%, and an increase in U.S. Retail of $4 million, or 1%. Adjusted net interest income for the quarter was $4,165 million, a decrease of $215 million, or 5%, compared with the fourth quarter last year. PCL for the quarter was $891 million, an increase of $221 million, or 33%, compared with the fourth quarter last year. PCL – impaired for the quarter was $739 million, an increase of $180 million, or 32%, refecting higher provisions in the commercial portfolios, seasoning in the U.S. auto and credit card portfolios, and volume growth. PCL – performing for the quarter was $152 million, an increase of $41 million, or 37%, primarily refecting credit migration in the Canadian Retail and Wholesale Banking segments, partially offset by lower provisions in the U.S. strategic cards portfolio, largely recognized in the Corporate segment. Total PCL for the quarter as an annualized percentage of credit volume was 0.51%. By segment, the increase in PCL was due to an increase in Canadian Retail of $137 million, or 52%, an increase in U.S. Retail of $51 million, or 21%, and an increase in Wholesale Banking of $33 million. Insurance claims and related expenses for the quarter were $705 million, an increase of $21 million, or 3%, compared with the fourth quarter last year, refecting higher current year claims related to business growth, partially offset by more favourable prior years’ claims development, and less severe weather-related events. Reported non-interest expenses for the quarter were $5,543 million, which included $154 million3 of restructuring charges. Non-interest expenses increased $177 million, or 3%, compared with the fourth quarter last year, primarily refecting higher employee related costs, additional employees supporting business growth, and charges related to the acquisition of Greystone, partially offset by lower spend related to strategic initiatives and productivity savings. By segment, the increase in reported non-interest expenses was due to an increase in Canadian Retail of $107 million, or 4%, an increase in Wholesale Banking of $49 million, or 9%, and an increase in U.S. Retail of $32 million, or 2%, partially offset by a decrease in the Corporate segment of $11 million, or 2%. Adjusted non-interest expenses for the quarter were $5,463 million, an increase of $150 million, or 3%, compared with the fourth quarter last year. The Bank’s reported effective tax rate was 20.2% for the quarter, consistent with 20.2% in the same quarter last year. The Bank’s adjusted effective tax rate was 20.1% for the quarter, compared with 20.3% in the same quarter last year. The decrease was largely due to lower income before taxes and business mix. QUARTERLY TREND ANALYSIS Subject to the impact of seasonal trends, items of note, and restructuring charges, the Bank has increased reported earnings over the past eight quarters refecting a consistent strategy, revenue growth, expense discipline, and investments to support future growth. The Bank’s earnings refect increasing revenue from loan and deposit volumes in the Canadian and U.S. Retail segments, a higher contribution from TD Ameritrade and asset growth in the wealth business, partially offset by moderate expense growth. Wholesale Banking’s contribution to earnings declined in 2019 mainly due to challenging market conditions in the frst quarter of 2019. The Bank’s quarterly earnings are impacted by seasonality, the number of days in a quarter, the economic environment in Canada and the U.S., and foreign currency translation. T A B L E 1 3 QUARTERLY RESULTS1 (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 TD Ameritrade Net income – reported Pre-tax adjustments for items of note2 Amortization of intangibles Charges related to the long-term loyalty agreement with Air Canada Charges associated with the acquisition of Greystone Charges associated with the Scottrade transaction Impact from U.S. tax reform Total pre-tax adjustments for items of note Provision for (recovery of) income taxes items of note Net income – adjusted Preferred dividends Net income available to common shareholders and 2019 For the three months ended 2018 Oct. 31 Jul. 31 Apr. 30 Jan. 31 Oct. 31 Jul. 31 Apr. 30 Jan. 31 $ 6,175 4,165 10,340 891 705 5,543 646 301 2,856 $ 6,024 4,475 10,499 655 712 5,374 813 303 3,248 $ 5,872 4,356 10,228 633 668 5,248 773 266 3,172 $ 5,860 $ 5,756 4,380 10,136 670 684 5,366 691 235 2,960 4,138 9,998 850 702 5,855 503 322 2,410 $ 5,655 4,244 9,899 561 627 5,131 705 230 3,105 $ 5,398 4,084 9,482 556 558 4,837 746 131 2,916 $ 5,430 3,945 9,375 693 575 4,861 1,040 147 2,353 74 – 30 – – 104 14 2,946 68 75 – 26 – – 101 11 3,338 62 78 – 30 – – 108 14 3,266 62 80 607 31 – – 718 175 2,953 60 76 – – 25 – 101 13 3,048 51 77 – – 18 – 95 73 3,127 59 86 – – 77 – 163 17 3,062 52 85 – – 73 48 206 (387) 2,946 52 non-controlling interests in subsidiaries – adjusted $ 2,878 $ 3,276 $ 3,204 $ 2,893 $ 2,997 $ 3,068 $ 3,010 $ 2,894 Attributable to: Common shareholders – adjusted Non-controlling interests – 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) Average earning assets Net interest margin as a percentage $ 2,878 – $ 3,276 – $ 3,204 – $ 2,875 $ 2,979 18 18 $ 3,050 18 $ 2,992 18 $ 2,876 18 $ 1.54 1.59 $ 1.75 1.79 $ 1.70 1.75 $ 1.27 $ 1.58 1.63 1.57 $ 1.65 1.67 $ 1.54 1.62 $ 1.24 1.56 1.54 1.59 13.6% 14.0 1.74 1.79 15.8% 16.2 1.70 1.75 16.5% 17.0 1.27 1.57 12.2% 15.0 1.58 1.63 15.8% 16.3 1.65 1.66 16.9% 17.1 1.54 1.62 16.8% 17.6 1.24 1.56 13.2% 16.6 $ 1,264 $ 1,240 $ 1,191 $ 1,200 $ 1,183 $ 1,152 $ 1,124 $ 1,116 1.94% 1.93% 2.02% 1.94% 1.93% 1.95% 1.97% 1.93% 1 Certain comparative amounts have been recast to conform with the presentation 2 For explanations of items of note, refer to the “Non-GAAP Financial Measures – adopted in the current period. Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 3 By segment, the restructuring charges are comprised of $68 million in U.S. Retail, $51 million in Corporate, $23 million in Wholesale Banking, and $12 million in Canadian Retail. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 25 BUSINESS SEGMENT ANALYSIS Business Focus For management reporting purposes, the Bank’s operations and activities are organized around the following three key business segments: Canadian Retail, U.S. Retail, and Wholesale Banking. The Bank’s other activities are grouped into the Corporate segment. Canadian Retail serves nearly 16 million customers in the Canadian personal and commercial banking, wealth, and insurance businesses. Personal Banking provides fnancial products and advice through its network of 1,091 branches, 3,509 automated teller machines (ATM), telephone, digital and mobile banking. The credit cards business provides a comprehensive line-up of credit cards including proprietary, co-branded, and affnity credit card programs. Auto Finance provides fexible fnancing options to customers at point of sale for automotive and recreational vehicle purchases. Business Banking offers customized products and advice to help business owners meet their fnancing, investment, cash management, international trade, and day-to-day banking needs. Merchant Solutions provides point-of-sale payment solutions for large and small businesses. The wealth business offers wealth and asset management products and advice to retail and institutional clients in Canada 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 to customers across Canada. U.S. Retail comprises the Bank’s personal and business banking operations under the brand TD Bank, America’s Most Convenient Bank®, and wealth management in the U.S. Personal banking provides a full range of fnancial products and services to over 9 million retail customers through multiple delivery channels, including a network of 1,241 stores located along the east coast from Maine to Florida, mobile and internet banking, ATM, and telephone. Business banking serves the needs of businesses, through a diversifed range of products and services to meet their fnancing, investment, cash management, international trade, and day-to-day banking needs. Wealth management offers a range of wealth products and services to retail and institutional clients. U.S. Retail works with TD Ameritrade to refer mass affuent clients to TD Ameritrade for their direct investing needs. The results of the Bank’s equity investment in TD Ameritrade are included in U.S. Retail and reported as equity in net income of an investment in TD Ameritrade. Wholesale Banking offers a wide range of capital markets and corporate and investment banking services, including underwriting and distribution of new debt and equity issues, providing advice on strategic acquisitions and divestitures, and meeting the daily trading, funding, and investment needs of our clients. Operating under the TD Securities brand, our clients include highly-rated corporates, governments, and institutions in key fnancial 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. Corporate segment is comprised of a number of service and control groups such as technology solutions, shared services, treasury and balance sheet management, marketing, human resources, fnance, risk management, compliance, legal, anti-money laundering, and others. Certain costs relating to these functions are allocated to operating business segments. The basis of allocation and methodologies are reviewed periodically to align with management’s evaluation of the Bank’s business segments. Results of each business segment refect revenue, expenses, assets, and liabilities generated by the businesses in that segment. Where applicable, the Bank measures and evaluates the performance of each segment based on adjusted results and ROE, and for those segments the Bank indicates 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, refer to the “How the Bank Reports” section of this document and Note 29 of the 2019 Consolidated Financial Statements. For information concerning the Bank’s measure of ROE, which is a non-GAAP fnancial measure, refer to the “Return on Common Equity” section. Effective November 1, 2017, upon adoption of IFRS 9, the current period PCL related to performing (Stage 1 and Stage 2) and impaired (Stage 3) fnancial assets, loan commitments, and fnancial guarantees is recorded within the respective segment. Under IAS 39 and prior to November 1, 2017, the PCL related to the collectively assessed allowance for incurred but not identifed credit losses that related to Canadian Retail and Wholesale Banking segments was recorded in the Corporate segment. Prior period results were not restated. PCL on impaired fnancial assets includes Stage 3 PCL under IFRS 9 and counterparty-specifc and individually insignifcant PCL under IAS 39. PCL on performing fnancial assets, loan commitments, and fnancial guarantees include Stage 1 and Stage 2 PCL under IFRS 9 and incurred but not identifed credit losses under IAS 39. The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in an adjustment during 2018 to the Bank’s U.S. deferred tax assets and liabilities to the lower base rate of 21% as well as an adjustment to the Bank’s carrying balances of certain tax credit- related investments and its investment in TD Ameritrade. The earnings impact of these adjustments was reported in the Corporate segment. The lower corporate tax rate had, and continues to have, a positive effect on TD’s current and future earnings, which are and will be refected in the results of the affected segments. The amount of the beneft may vary due to, among other things, changes in interpretations and assumptions the Bank has made and guidance that may be issued by applicable regulatory authorities. For additional details, refer to “How the Bank Reports” and “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. Net interest income within Wholesale Banking is calculated on a 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 refected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the year was $127 million, compared with $176 million last year. The “Business Outlook and Focus for 2019” section for each business 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, refer to the “Caution Regarding Forward-Looking Statements” section and the “Risk Factors That May Affect Future Results” section. 26 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 1 4 RESULTS BY SEGMENT1,2 (millions of Canadian dollars) Net interest income (loss) Non-interest income (loss) Total revenue Provision for (recovery of) credit losses – impaired Provision for (recovery of) credit losses – performing Total provision for (recovery 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 TD Ameritrade Net income (loss) – reported Pre-tax adjustments for items of note4 Amortization of intangibles Charges related to the long-term loyalty agreement with Air Canada Charges associated with the acquisition of Greystone Charges associated with the Scottrade transaction Impact from U.S. tax reform Total pre-tax adjustments for items of note Provision for (recovery of) income taxes for items of note Canadian Retail U.S. Retail 2019 2018 2019 2018 $ 12,349 $ 11,576 $ 8,951 $ 8,176 $ 11,877 24,226 11,137 22,713 2,840 11,791 2,768 10,944 Wholesale Banking3 2018 2019 Corporate3 2018 2019 2019 Total 2018 911 $ 1,150 $ 1,720 $ 1,337 $ 23,931 $ 22,239 16,653 38,892 17,134 41,065 2,367 3,517 381 1,718 97 1,817 2,320 3,231 1,126 927 936 776 20 (8) 548 471 2,630 2,166 180 1,306 2,787 10,735 9,398 2,535 – 6,863 – 607 117 – – 724 166 71 998 2,444 9,473 9,798 2,615 – 7,183 146 1,082 – 6,411 4,298 471 1,154 4,981 – – – – – – – – – – – – – – 141 917 – 6,100 3,927 432 693 4,188 – – – 193 – 193 5 24 44 – 2,393 794 186 – 608 11 3 – 2,125 1,389 335 – 1,054 49 597 – 2,481 (1,261) (457) 91 562 – 2,497 (1,341) (200) 399 3,029 2,787 22,020 13,229 2,735 314 2,480 2,444 20,195 13,773 3,182 38 (766) 50 (1,091) 1,192 11,686 743 11,334 – – – – – – – – – – – – – – 307 324 – – – – 307 – – – 48 372 307 607 117 – – 1,031 324 – – 193 48 565 48 (507) $ (289) (284) 214 (430) $ 12,503 $ 12,183 Net income (loss) – adjusted $ 7,421 $ 7,183 $ 4,981 $ 4,376 $ 608 $ 1,054 $ Average common equity CET1 Capital risk-weighted assets5 $ 17,776 $ 15,018 $ 39,464 $ 34,260 $ 7,320 $ 5,954 $ 14,078 $ 15,267 $ 78,638 $ 70,499 435,632 248,406 243,655 108,526 118,374 455,977 13,347 70,104 71,972 17,225 1 Certain comparative amounts have been recast to conform with the presentation 3 Net interest income within Wholesale Banking is calculated on a TEB. The TEB adopted in the current period. 2 The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to the Bank under the agreements. adjustment reflected in Wholesale Banking is reversed in the Corporate segment. 4 For explanations of items of note, refer to the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 5 Each capital ratio has its own RWA measure due to OSFI-prescribed scalar for inclusion of the CVA. For fiscal 2019 the scalars for inclusion of CVA for CET1, Tier 1 and Total Capital RWA are all 100%. For fiscal 2018, the scalars were 80%, 83%, and 86%, respectively. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 27 ECONOMIC SUMMARY AND OUTLOOK For calendar year 2019, global economic growth is on track to record the slowest pace in a decade at 2.8%, down from 3.7% in the 2018 calendar year. This below-trend pace has been largely due to a cyclical downturn across advanced and emerging market economies, as well as a more persistent moderation in China’s expansion. U.S. tariffs and heightened policy uncertainty have exacerbated the slowdown in global activity. Advanced economies continue to produce only modest growth, with the euro area representing a notable weak spot. Central banks have responded with additional monetary easing, while some governments have also been motivated to undertake stimulus spending. These actions are expected to stabilize global growth and underpin a modest acceleration in calendar years 2020 and 2021. The U.S. economy continues to perform well relative to its peers, but growth has been decelerating. The U.S. Bureau of Economic Analysis reported a 1.9% annualized gain in real gross domestic product (GDP) over the July-September 2019 period. Resilient consumer spending (+2.9%) was again the main contributor. Other drivers included government spending and residential investment, with the latter breaking a six-quarter streak of contraction. However, non-residential investment remained weak, contracting in the July-September period. In the near term, forward-looking indicators suggest that this sector will remain soft. The October 2019 meeting of the Federal Reserve Open Market Committee saw members vote to reduce the key U.S. policy rate to a range of 1.50% to 1.75%. The statement accompanying the decision removed language around “act[ing] as appropriate to sustain the expansion”, providing a signal that no further downward adjustment in rates will be forthcoming in the absence of events that cause a material reassessment of the Committee’s outlook. TD Economics forecasts U.S. economic growth to ease to around 1.8% per year in calendar years 2020 and 2021, slightly below the economy’s estimated trend rate. Any signifcant reduction in trade and business climate uncertainty would likely generate some upside to this view. In Canada, net trade contributed to an impressive but unsustainable 3.7% (annualized) rebound in activity in the April-June 2019 period. Several one-time factors contributed to this outcome, and subsequent economic indicators point to a return to a more modest pace of growth of around 1% annualized in the third calendar quarter. TD Economics is projecting a real GDP gain of around 1.5% for calendar year 2019. Despite modest output trends, Canadian labour markets remain strong outside of the Prairie provinces, as evidenced by rising employment and accelerating wage gains. Within major housing markets, activity has been gaining momentum since the summer. These trends, however, have not translated into strong consumer spending, which remains subdued relative to its fundamentals. This likely refects high levels of household indebtedness, a low household savings rate, and a lack of pent-up demand for big-ticket items such as motor vehicles. Like the U.S., Canadian exports and non-residential business investment remain challenged in the face of elevated global uncertainty and soft commodity demand. These structural factors are likely to limit Canada’s growth potential over the medium term. TD Economics forecasts real economic growth to average 1.6% per year over calendar years 2020 and 2021. At its October 2019 rate decision, the Bank of Canada struck a more cautious tone. The central bank is concerned that the drag on activity from global uncertainty will spill into areas beyond investment and trade. The Bank of Canada will be closely monitoring housing markets and consumption in assessing whether monetary easing is warranted. Another consideration is the potential for fscal stimulus from the federal government, which may mitigate the need for the central bank to act. Given the economic risks, TD Economics has not ruled out the possibility of precautionary cuts to the policy rate in calendar year 2020. However, recent Bank of Canada communications focused on Canadian household debt levels create the risk that the current 1.75% level will be maintained for some time. The Canadian dollar is expected to trade within the US76-79 cents range. The balance of risks has improved slightly in recent months, but not suffciently to alter the overall global outlook. Some recent progress in U.S.-China trade talks needs to be assessed in the context of whether it is suffcient to improve businesses’ outlook, particularly when it comes to investment. The potential for re-escalation in the trade confict between the two countries or with others remains a consideration, and past tariffs remain largely in place. Beyond the U.S.-China situation, the possibility of trade conficts between the U.S. and Europe, India, Vietnam, or others cannot be dismissed. In all instances, the potential exists for the further disruption of globally integrated supply chains. Although a no-deal outcome on Brexit appears to have been avoided, the future state of the United Kingdom (U.K.) economic relationship with the European Union is still unclear. This outcome is now delayed as the U.K. is preparing for a general election on December 12, 2019. Lastly, ongoing tensions in the Middle East and the Korean Peninsula, as well as populist threats to political and economic systems all remain potential downside risks. These all keep global uncertainty elevated and may drive periods of fnancial market volatility. 28 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS BUSINESS SEGMENT ANALYSIS Canadian Retail Canadian Retail offers a full range of fnancial products and services to nearly 16 million customers in the Canadian personal and commercial banking, wealth, and insurance businesses. NET INCOME (millions of Canadian dollars) TOTAL REVENUE (millions of Canadian dollars) AVERAGE DEPOSITS (billions of Canadian dollars) $8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 $25,000 20,000 15,000 10,000 5,000 0 $350 300 250 200 150 100 50 0 2017 2018 2019 2017 2018 2019 2017 2018 2019 Reported Adjusted Personal Business Wealth T A B L E 1 5 REVENUE (millions of Canadian dollars) Personal banking Business banking Wealth Insurance Total 2019 $ 12,076 3,184 4,432 4,534 $ 24,226 2018 $ 11,463 2,990 4,185 4,075 $ 22,713 2017 $ 10,706 2,702 3,838 3,816 $ 21,062 TD BANK GROUP ANNUAL REP O RT 20 1 9 M AN AGEM EN T’S D ISC US SION AND ANALY SIS 29 BUSINESS HIGHLIGHTS • Continued to invest in our omni-channel, customer-centric model, evolving our advisory focus as we continued to progress our Future Ready strategy and enhance the value proposition of our products, including our mortgage concierge service which connects customers with mobile mortgage specialists who are nearby and available. • Maintained our focus on shaping the future of retail banking by introducing new digital capabilities, including a new online money transfer service allowing customers to quickly and easily send money around the world from their TD personal accounts, an industry-leading digital mortgage application in the real estate secured lending business and frst-in-Canada card controls for TD credit cardholders. • Recognized as a leader in customer service, including: – The award winner among the Big 5 Canadian Retail Banks4 for “Customer Service Excellence”5, “Value for Money”6 , “Values my Business”7, “Recommend to Friends & Family”8 , “Branch Service”9, “ATM Banking”10, and “Automated Telephone Banking”11 by the 2019 Ipsos Customer Service Index (CSI) study12 . – The highest customer satisfaction among the Big Five Retail Banks by J.D. Power13 . • Acknowledged for our forward focus in digital banking by multiple independent providers of industry market data including: – #1 in consumer demand, customer engagement, and customer sentiment among top retail banking apps in Canada according to mobile data and analytics frm App Annie14; – #1 in Canadian digital banking with the highest number of digital unique visitors and the most digital engagement according to comScore15; and – #1 average digital reach of any bank in Canada and amongst the leaders for average domestic digital reach when compared to the leading banks in other major developed markets, according to comScore15 . • Continued to win the trust of new and existing customers as evidenced by strong volume growth across key businesses: – Strong retention rate across the portfolio, using newly developed tools to engage and retain our customers; – Personal chequing and savings deposit volume growth of 4%; – Strong growth in credit cards with retail sales exceeding $104 billion; – Strong Business Banking loan volume growth of 9%; and – Record accumulation of assets across our wealth businesses including record assets under management in TD Asset Management (TDAM) and record assets under administration in TD Direct Investing and Advice businesses. • Advanced our proven business model maintaining strong market share16 positions across all businesses including: – #1 market share in personal deposits, credit cards, and Direct Investing; – #2 market share in real estate secured lending, personal loans, mutual funds, and Business Banking deposits and loans; – Largest direct distribution insurer17 and leader in the affnity market17 in Canadian insurance; and – Largest money manager in Canada (including TD Greystone Asset Management)18 . CHALLENGES IN 2019 • Competitive pressures and an inverted yield curve contributed to lower margins on lending products. • Households remained cautious to spend, partly refecting high debt levels and elevated uncertainty in the macro environment. • Strong competition for new and existing customers from the major Canadian banks and non-bank competitors. • Ongoing normalization of credit losses from prior year low levels. • Increased investment across all businesses to respond to evolving customer needs, heightened regulatory expectations, and intense competition. INDUSTRY PROFILE The personal and business banking environment in Canada comprises large chartered banks with sizeable regional banks and a number of niche competitors providing strong competition in specifc products and markets. Continued success depends upon delivering a full suite of competitively priced products, outstanding customer service and convenience, maintaining disciplined risk management practices, and prudent expense management. The Canadian wealth management industry includes banks, insurance companies, independent mutual fund companies, brokers, and independent asset management companies. Market share growth in the wealth management industry lies in the ability to differentiate by providing an integrated wealth solution and keeping pace with technological changes and the regulatory environment. This includes providing the right products, and legendary and consistent relationship-focused client experiences to serve the evolving needs and goals of our client base. The property and casualty industry in Canada is fragmented and competitive, consisting of personal and commercial line writers, whereas the life and health insurance industry is comprised of several large competitors. Success in the insurance business depends on offering a range of products that provide protection at competitive prices that properly refect the level of risk assumed. The above industries also include non-traditional competitors ranging from start-ups to established non-fnancial companies expanding into fnancial services. 4 Big 5 Canadian Retail Banks consist of Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, Scotiabank, and The Toronto-Dominion Bank. 5 TD Canada Trust has shared in the award for Customer Service Excellence in the syndicated Ipsos 2019 Customer Service Index Study (2019 Ipsos Study). 6 TD Canada Trust has shared in the award for Value for Money in the 2019 Ipsos Study. 7 TD Canada Trust has shared in the award for Values my Business in the 2019 Ipsos Study. 14 TD ranked first according to 2019 App Annie report, which measured smartphone monthly active users, downloads, average sessions per user, average review score, and time spent for last 12-month period ending September 2019. 15 Source: from comScore Mobile Metrix®, Financial Services – Banking (Mobile Apps), Total Audience, 12-month average ending September 2019, Canada, from comScore MMX® Multi-Platform, Financial Services – Banking, Total audience, 3-month average ending September 2019, Canada, United States, Spain, U.K., and France. 8 TD Canada Trust has shared in the award for Recommend to Friends & Family 16 Market share ranking is based on most current data available from OSFI for in the 2019 Ipsos Study. 9 TD Canada Trust has shared in the award for the Branch Service Excellence in the 2019 Ipsos Study. 10 TD Canada Trust has shared in the ATM Banking Excellence award in the 2019 Ipsos Study. 11 TD Canada Trust has shared in the Automated Telephone Banking Excellence award in the 2019 Ipsos Study. 12 Ipsos 2019 Financial Service Excellence Awards are based on continuous fielding Customer Service Index (CSI) survey results. Sample size for the total 2019 CSI program year ended with the September 2019 survey which yielded 47,746 financial institution ratings nationally. Leadership is defined as either a statistically significant lead over the other Big 5 Canadian Retail Banks (at a 95% confidence interval) or a statistically equal tie with one or more of the Big 5 Canadian Retail Banks. 13 J.D. Power 2019 Canada Retail Banking Customer Satisfaction Survey. personal deposits and loans as at August 2019, from The Nilson Report for credit cards as at March 2019, from the Canadian Bankers Association for Real Estate Secured Lending as at May 2019, from the Canadian Bankers Association for business deposits and loans as at December 2018, from Strategic Insight for Direct Investing asset, trades, and revenue metrics as at June 2019, and from Investment Funds Institute of Canada for mutual funds when compared to the Big 6 Banks as at September 2019. The Big 6 Banks consist of Bank of Montreal, Canadian Imperial Bank of Canada, National Bank of Canada, Royal Bank of Canada, Scotiabank, and The Toronto-Dominion Bank. 17 Based on Gross Written Premiums for Property and Casualty business. Ranks based on data available from OSFI, insurers, Insurance Bureau of Canada, and provincial regulators as at December 31, 2018. 18 Strategic Insight Managed Money Advisory Service – Canada (Spring 2019 report, AUM effective December 2018), Benefits Canada 2019 Top 40 Money Managers report (May 2019 report, AUM effective December 2018); AUM as of October 31, 2019 for Greystone. 30 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS OVERALL BUSINESS STRATEGY The strategy for Canadian Retail is to: • Provide trusted advice to help our customers feel confdent about their fnancial future. • Consistently deliver legendary, personal, and connected customer • • Execute with speed and impact, taking only those risks we can understand and manage. Innovate with purpose for our customers and colleagues, simplifying to make it easier to get things done. • Be recognized as an extraordinary place to work where diversity and experiences across all channels. inclusiveness are valued. • Deepen customer relationships by delivering One TD and growing • Contribute to the well-being of our communities. in underrepresented products and markets. T A B L E 1 6 CANADIAN RETAIL (millions of Canadian dollars, except as noted) Net interest income Non-interest income Total revenue Provision for credit losses – impaired1 Provision for credit losses – performing2 Total provision for credit losses3 Insurance claims and related expenses Non-interest expenses – reported Non-interest expenses – adjusted4 Provision for (recovery of) income taxes – reported Provision for (recovery of) income taxes – adjusted4 Net income – reported Net income – adjusted4 Selected volumes and ratios Return on common equity – reported5 Return on common equity – adjusted4,5 Net interest margin (including on securitized assets) Effciency ratio – reported Effciency ratio – adjusted4 Assets under administration (billions of Canadian dollars) Assets under management (billions of Canadian dollars) Number of Canadian retail branches Average number of full-time equivalent staff 2019 $ 12,349 11,877 24,226 1,126 180 1,306 2,787 10,735 10,011 2,535 2,701 6,863 $ 7,421 2018 $ 11,576 11,137 22,713 927 71 998 2,444 9,473 9,473 2,615 2,615 7,183 $ 7,183 2017 $ 10,611 10,451 21,062 986 – 986 2,246 8,934 8,934 2,371 2,371 6,525 $ 6,525 38.6% 41.7 2.96 44.3 41.3 422 353 1,091 40,936 $ 47.8% 47.8 2.91 41.7 41.7 389 289 1,098 38,560 $ 45.2% 45.2 2.83 42.4 42.4 387 283 1,128 38,880 $ 1 PCL − impaired represents Stage 3 PCL under IFRS 9 and counterparty-specific and 4 Adjusted non-interest expenses exclude the following items of note: Charges individually insignificant PCL under IAS 39 on financial assets. 2 PCL − performing represents Stage 1 and Stage 2 PCL under IFRS 9 and incurred but not identified PCL under IAS 39 on financial assets, loan commitments, and financial guarantees. 3 Effective November 1, 2017, the PCL related to the allowances for credit losses for all three stages are recorded within the respective segment. Under IAS 39 and prior to November 1, 2017, the PCL related to the incurred but not identified allowance for credit losses related to products in the Canadian Retail segment was recorded in the Corporate segment. related to the long-term loyalty agreement with Air Canada in 2019 – $607 million ($446 million after tax); and charges associated with the acquisition of Greystone in 2019 – $117 million ($112 million after tax). For explanations of items of note, refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “How We Performed” section of this document. 5 Capital allocated to the business segment was based on 10% CET1 Capital in fiscal 2019, and 9% in fiscal 2018 and 2017. REVIEW OF FINANCIAL PERFORMANCE Canadian Retail reported net income for the year was $6,863 million, a decrease of $320 million, or 4%, compared with last year. The decrease in earnings refects charges related to the agreement with Air Canada and the acquisition of Greystone, higher non-interest expenses, insurance claims, and PCL, partially offset by revenue growth. On an adjusted basis, net income for the year was $7,421 million, an increase of $238 million, or 3%. The reported and adjusted annualized ROE for the year was 38.6% and 41.7%, respectively, compared with 47.8% last year. Canadian Retail revenue is derived from Canadian personal and commercial banking, wealth, and insurance businesses. Revenue for the year was $24,226 million, an increase of $1,513 million, or 7%, compared with last year. Net interest income increased $773 million, or 7%, refecting volume growth and higher margins. Average loan volumes increased $21 billion, or 5%, refecting 5% growth in personal loans and 9% growth in business loans. Average deposit volumes increased $11 billion, or 3%, refecting 4% growth in personal deposits and 2% growth in business deposits. Net interest margin was 2.96%, or an increase of 5 bps, refecting higher interest rates, partially offset by competitive pricing in loans. Non-interest income increased $740 million, or 7%, refecting higher revenue from the insurance business, the acquisition of Greystone, higher asset levels in the wealth management business, and higher fee-based revenue in the banking businesses. An increase in the fair value of investments supporting claims liabilities, which resulted in a similar increase to insurance claims, increased non-interest income by $171 million. Assets under administration (AUA) were $422 billion as at October 31, 2019, an increase of $33 billion, or 8%, compared with last year, refecting new asset growth and increases in market value. Assets under management (AUM) were $353 billion as at October 31, 2019, an increase of $64 billion, or 22%, compared with last year, refecting the acquisition of Greystone and increases in market value. PCL for the year was $1,306 million, an increase of $308 million, compared with last year. PCL – impaired was $1,126 million, an increase of $199 million, or 21%, refecting low prior period provisions in the commercial portfolio, higher losses in the other personal and auto portfolios, and volume growth across all portfolios. PCL – performing was $180 million, an increase of $109 million, refecting credit migration in the consumer lending and commercial portfolios and volume growth. Annualized PCL as a percentage of credit volume was 0.31%, an increase of 6 bps. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 31 Insurance claims and related expenses were $2,787 million, an increase of $343 million, or 14%, compared with last year. The increase refects changes in the fair value of investments supporting claims liabilities, higher current year claims refecting business growth and less favourable prior years’ claims development, partially offset by fewer severe weather-related events. Reported non-interest expenses for the year were $10,735 million, an increase of $1,262 million, or 13%, compared with last year. The increase refects charges related to the agreement with Air Canada and the acquisition of Greystone, higher spend supporting business growth including employee-related expenses, and investment in strategic initiatives, partially offset by higher restructuring and promotion costs last year. On an adjusted basis, non-interest expenses were $10,011 million, an increase of $538 million, or 6%. The reported and adjusted effciency ratio for the quarter was 44.3% and 41.3%, respectively, compared with 41.7% last year. KEY PRODUCT GROUPS Personal Banking • Personal Deposits – offers a comprehensive line-up of chequing, savings, and investment products to retail clients. • Consumer Lending – offers a diverse range of unsecured fnancing products to suit the needs of retail clients. • Real Estate Secured Lending – offers homeowners a wide range of lending products secured by residential properties. • Credit Cards and Merchant Solutions – offers a variety of credit card products including proprietary, co-branded, and affnity credit card programs, as well as point-of-sale technology and payment solutions for large and small businesses. • Auto Finance – offers retail automotive and recreational vehicle fnancing including promotional rate loans offered in cooperation with large automotive manufacturers. Business Banking • Commercial Banking – serves the borrowing, deposit and cash management needs of businesses across a wide range of industries including real estate, agriculture, automotive, and commercial mortgages. • Small Business Banking – offers a wide range of fnancial products and services to small businesses. Wealth • Direct Investing – offers resources to self-directed retail investors to facilitate research, investment management and trading in a range of investment products through online, phone and mobile channels. • Wealth Advice – provides wealth management advice and fnancial planning solutions to retail clients. The Wealth Advice business is integrated with the personal and business banking businesses. • Asset Management – provides investment management and structuring services to retail and institutional clients. TD Mutual Funds provides a diversifed range of mutual funds and professionally managed portfolios. Insurance • Property and Casualty – offers home and auto insurance through direct channels and to members of affnity groups such as professional associations, universities and employer groups. • Life and Health – offers credit protection to TD Canada Trust borrowing customers. Other simple life and health insurance products, credit card balance protection, and travel insurance products, are distributed through direct channels. BUSINESS OUTLOOK AND FOCUS FOR 2020 The pace of economic expansion in Canada is expected to remain consistent with 2019, with the recent moderate upward momentum in housing market activity expected to continue. However, growth in 2020 could be impacted by the outcome of geopolitical events. While many factors affect margins and they will fuctuate from quarter-to-quarter, we expect to see downward pressure on margins. We expect continued changes in the regulatory environment, which combined with changing customer expectations and the high level of competition, including from market disruptors, will require continued investment in our products, channels, and infrastructure. We will maintain our disciplined approach to risk management, but credit losses may be impacted by volume growth and ongoing normalization of credit conditions. Overall, we expect to deliver solid results in 2020. Our key priorities for 2020 are as follows: • Enhance end-to-end omni-channel capabilities to support key customer journeys, enabling a seamless, intuitive and legendary customer experience; • Grow our market share by providing best-in-class products and services, when and where our customers need them, with an emphasis on underrepresented products and markets; • Expand our advisory capabilities and leverage our deep understanding of our customers to help them better understand their fnancial needs and feel confdent about their fnancial future; • Accelerate growth and distribution capabilities in the Wealth Advice channels, enrich the client offering in the Direct Investing business, and innovate for leadership in Asset Management; • Continue to invest in our insurance products and services, ensuring that they are competitive, easy to understand, and provide the protection our clients need; • Invest in our business and infrastructure to keep pace with evolving customer expectations, regulatory requirements, and cyber risks; • Enhance application of artifcial intelligence, data and advanced analytics to deliver best-in-class customer experiences and drive high levels of engagement; and • Continue to evolve our brand as an employer of choice, where colleagues achieve their full potential and where diversity and inclusiveness are valued. 32 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS BUSINESS SEGMENT ANALYSIS U.S. Retail Operating under the brand name, TD Bank, America’s Most Convenient Bank®, the U.S. Retail Bank offers a full range of fnancial products and services to over 9 million customers in the Bank’s U.S. personal and business banking operations, including wealth management. U.S. Retail includes an equity investment in TD Ameritrade. NET INCOME (millions of Canadian dollars) TOTAL REVENUE (millions of Canadian dollars) EFFICIENCY RATIO (percent) $5,000 4,000 3,000 2,000 1,000 0 $12,000 10,000 8,000 6,000 4,000 2,000 0 58% 56 54 52 2017 2018 2019 2017 2018 2019 2017 2018 2019 Reported Adjusted Reported Adjusted T A B L E 1 7 REVENUE – Reported 1 (millions of dollars) Personal Banking Business Banking Wealth Other2 Total 1 Excludes equity in net income of an investment in TD Ameritrade. 2 Other revenue consists primarily of revenue from investing activities and an IDA agreement with TD Ameritrade. 2019 $ 6,894 3,786 496 615 $ 11,791 Canadian dollars 2018 $ 6,140 3,527 511 766 $ 10,944 2017 $ 5,599 3,399 504 719 $ 10,221 2019 $ 5,189 2,850 373 464 $ 8,876 2018 $ 4,769 2,740 397 595 $ 8,501 U.S. dollars 2017 $ 4,283 2,600 386 549 $ 7,818 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 33 BUSINESS HIGHLIGHTS • Record performance in: – Reported earnings of US$3,750 million, an increase of 15%, compared with last year; – Reported effciency ratio of 54.4%, an improvement of 130 bps, compared with last year; and – Reported contribution from TD Ameritrade of US$869 million, an increase of 62% compared to last year. • Continued to provide legendary customer service and convenience: – “Rated #1 in Customer Satisfaction for Retail Banking in the Southeast by J.D. Power”19; – “Ranked Highest in Customer Satisfaction with Small Business Banking in the South Region by J.D. Power”20; and – Launched “Unexpectedly Human” brand campaign, showcasing the Bank’s customer-centric approach and commitment to make an impact in local communities. • Recognized as an extraordinary and inclusive place to work: – Recognized as one of Philly.com’s 2019 Top Workplaces; and – Recognized on DiversityInc.’s Top 50 List, with notable mention towards the inclusive culture we continue to build. • Continued to focus on enhancements to our core capabilities and infrastructure, as well as building out digital capabilities: – Converted Small Business customers to digital Next-Generation Platform; – Launched new eSignature capability, enabling retail and wealth customers to open accounts digitally across multiple products; and – Launched new digital mortgage offering, to create a simpler, faster, and easier mortgage application process. CHALLENGES IN 2019 • Declining interest rate environment during the second half of 2019. • Continuing industry trend of assets under management moving from active to passive investment strategies. • Increased competition from U.S. banks and non-bank competitors. INDUSTRY PROFILE The U.S. personal and business banking industry is highly competitive and includes several very large fnancial institutions as well as regional banks, small community and savings banks, fnance companies, credit unions, and other providers of fnancial services. The wealth management industry includes national and regional banks, insurance companies, independent mutual fund companies, brokers, and independent asset management companies. The personal and business banking and wealth management industries also include non-traditional competitors ranging from start-ups to established non-fnancial companies expanding into fnancial services. These industries serve individuals, businesses, and governments. Products include deposit, lending, cash management, fnancial advice, and asset management. These products may be distributed through a single channel or an array of distribution channels such as physical locations, digital, phone, and ATMs. Certain businesses also serve customers through indirect channels. Traditional competitors are embracing new technologies and strengthening their focus on the customer experience. Non-traditional competitors (such as Fintech) have continued to gain momentum and are increasingly collaborating with banks to evolve customer products and experience. The keys to proftability continue to be attracting and retaining customer relationships with legendary service and convenience, offering products and services through an array of distribution channels that meet customers’ evolving needs, making strategic investments while maintaining disciplined expense management over operating costs, and prudent risk management. OVERALL BUSINESS STRATEGY The strategy for U.S. Retail is to: • Deliver legendary omni-channel service and convenience. • Grow and deepen customer relationships. • Leverage our differentiated brand as the “human” bank. • Innovate with purpose to simplify processes and execute with speed and excellence. • Be a premier destination for top talent. • Maintain prudent risk management. • Actively support the communities where we operate. 19 TD Bank received the highest score in the Southeast region of the J.D. Power 2019 U.S. Retail Banking Satisfaction Study of customers’ satisfaction with their own retail bank. Visit jdpower.com. 20 J.D. Power Small Business Satisfaction Study ranking results based off of responses from 2,554 small business owners or financial decision makers in the South. 34 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 1 8 U.S. RETAIL (millions of dollars, except as noted) Canadian Dollars Net interest income Non-interest income1 Total revenue – reported Provisions for credit losses – impaired2 Provisions for credit losses – performing3 Total provisions for credit losses Non-interest expenses – reported Non-interest expenses – adjusted4 Provisions for (recovery of) income taxes – reported1 Provisions for (recovery of) income taxes – adjusted1,4 U.S. Retail Bank net income – reported U.S. Retail Bank net income – adjusted4 Equity in net income of an investment in TD Ameritrade – reported1,5 Equity in net income of an investment in TD Ameritrade – adjusted1,6 Net income – reported Net income – adjusted U.S. Dollars Net interest income Non-interest income1 Total revenue – reported Provision for credit losses – impaired2 Provision for credit losses – performing3 Total provision for credit losses Non-interest expenses – reported Non-interest expenses – adjusted4 Provisions for (recovery of) income taxes – reported1 Provisions for (recovery of) income taxes – adjusted1,4 U.S. Retail Bank net income – reported U.S. Retail Bank net income – adjusted4 Equity in net income of an investment in TD Ameritrade – reported1,5 Equity in net income of an investment in TD Ameritrade – adjusted1,6 Net income – reported Net income – adjusted Selected volumes and ratios Return on common equity – reported7 Return on common equity – adjusted4,6,7 Net interest margin8 Effciency ratio – reported Effciency ratio – adjusted4 Assets under administration (billions of U.S. dollars) Assets under management (billions of U.S. dollars) Number of U.S. retail stores Average number of full-time equivalent staff 2019 2018 2017 $ 8,951 2,840 11,791 936 146 1,082 6,411 6,411 471 471 3,827 3,827 1,154 1,154 4,981 $ 4,981 $ 6,737 2,139 8,876 705 109 814 4,826 4,826 355 355 2,881 2,881 869 869 3,750 $ 3,750 $ 8,176 2,768 10,944 776 141 917 6,100 6,079 432 437 3,495 3,511 693 865 4,188 $ 4,376 $ 6,350 2,151 8,501 605 108 713 4,739 4,722 334 338 2,715 2,728 538 673 3,253 $ 3,401 $ 7,486 2,735 10,221 648 144 792 5,878 5,852 671 681 2,880 2,896 442 462 3,322 $ 3,358 $ 5,727 2,091 7,818 498 109 607 4,500 4,479 511 519 2,200 2,213 336 352 2,536 $ 2,565 12.6% 12.6 3.31 54.4 54.4 21 44 1,241 26,675 $ 12.2% 12.8 3.29 55.7 55.5 19 52 1,257 26,594 $ 9.7% 9.8 3.11 57.6 57.3 18 63 1,270 25,923 $ 1 The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in an adjustment during 2018 to the Bank’s U.S. deferred tax assets and liabilities to the lower base rate of 21% as well as an adjustment to the Bank’s carrying balances of certain tax credit-related investments and its investment in TD Ameritrade. This earnings impact was reported in the Corporate segment. For additional details, refer to the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 2 PCL − impaired represents Stage 3 PCL under IFRS 9 and counterparty-specific and individually insignificant PCL under IAS 39 on financial assets. 3 PCL − performing represents Stage 1 and Stage 2 PCL under IFRS 9 and incurred but not identified PCL under IAS 39 on financial assets, loan commitments, and financial guarantees. For explanations of items of note, refer to the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 5 The after-tax amounts for amortization of intangibles relating to the Equity in net income of the investment in TD Ameritrade is recorded in the Corporate segment with other acquired intangibles. 6 Adjusted equity in net income of an investment in TD Ameritrade excludes the following item of note: The Bank’s share of charges associated with TD Ameritrade’s acquisition of Scottrade in 2018 – $172 million or US$135 million after tax, 2017 – $20 million or US$16 million after tax. For explanations of items of note, refer to the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 7 Capital allocated to the business segments was based on 10% CET1 Capital in 4 Adjusted non-interest expense excludes the following items of note: Charges fiscal 2019, and 9% in fiscal 2018 and 2017. associated with the Bank’s acquisition of Scottrade Bank in 2018 – $21 million ($16 million after tax) or US$17 million (US$13 million after tax), 2017 – $26 million ($16 million after tax) or US$21 million (US$13 million after tax). 8 Net interest margin excludes the impact related to the TD Ameritrade IDA and the impact of intercompany deposits and cash collateral. In addition, the value of tax-exempt interest income is adjusted to its equivalent before-tax value. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 35 REVIEW OF FINANCIAL PERFORMANCE U.S. Retail reported net income for the year was $4,981 million (US$3,750 million), an increase of $793 million (US$497 million), or 19% (15% in U.S. dollars), compared with last year. On an adjusted basis, net income for the year increased $605 million (US$349 million), or 14% (10% in U.S. dollars). The reported and adjusted ROE for the year was 12.6%, compared with 12.2%, and 12.8%, respectively, in the prior year. U.S. Retail net income includes contributions from the U.S. Retail Bank and the Bank’s investment in TD Ameritrade. Net income for the year from the U.S. Retail Bank and the Bank’s investment in TD Ameritrade were $3,827 million (US$2,881 million) and $1,154 million (US$869 million), respectively. The reported contribution from TD Ameritrade of US$869 million increased US$331 million, or 62%, compared with last year, primarily due to higher asset-based revenue and charges associated with the Scottrade transaction in the prior year. On an adjusted basis, the contribution from TD Ameritrade increased US$196 million, or 29%. U.S. Retail Bank reported net income for the year was US$2,881 million, an increase of US$166 million, or 6%, compared with last year, primarily due to higher revenue, partially offset by higher expenses and PCL. U.S. Retail Bank adjusted net income increased US$153 million, or 6%. U.S. Retail Bank revenue is derived from personal and business banking, and wealth management. Revenue for the year was US$8,876 million, an increase of US$375 million, or 4%, compared with last year. Net interest income increased US$387 million, or 6%, refecting growth in loan and deposit volumes as well as higher deposit margins. Net interest margin was 3.31%, a 2 bps increase primarily due to higher deposit margins, partially offset by balance sheet mix. Non-interest income decreased US$12 million, or 1%, as lower wealth management fees and investment income were partially offset by growth in personal banking fees. Average loan volumes increased US$8 billion, or 5%, compared with last year, due to growth in personal and business loans of 4% and 6%, respectively. Average deposit volumes increased US$4 billion, or 2%, compared with last year, due to growth in personal and business deposit volumes of 4% and 5%, respectively, partially offset by a 3% decrease in sweep deposit volume from TD Ameritrade. AUA were US$21 billion as at October 31, 2019, relatively fat compared with the prior year. AUM were US$44 billion as at October 31, 2019, a decrease of US$8 billion, or 16%, refecting net fund outfows including the impact of the strategic disposition of U.S. money market funds in the frst quarter of this year. PCL for the year was US$814 million, an increase of US$101 million, or 14%, compared with last year. PCL – impaired was US$705 million, an increase of US$100 million, or 17%, primarily refecting higher provisions for commercial and auto portfolios. PCL – performing was US$109 million, an increase of US$1 million, or 1%. U.S. Retail PCL including only the Bank’s contractual portion of credit losses in the U.S. strategic cards portfolio, as an annualized percentage of credit volume was 0.52%, or an increase of 4 bps. KEY PRODUCT GROUPS Personal Banking • Personal Deposits – offers a full suite of chequing and savings products to retail customers through multiple delivery channels. • Consumer Lending – offers a diverse range of fnancing products to suit the needs of retail customers. • Credit Cards Services – offers TD-branded credit cards for retail and small business franchise customers. TD also offers private label and co-brand credit cards through nationwide, retail partnerships to provide credit card products to their U.S. customers. • Auto Finance – offers indirect retail fnancing through a network of auto dealers, along with foorplan fnancing to automotive dealerships throughout the U.S. Business Banking • Small Business Banking – offers a range of fnancial products and services to small businesses. • Commercial Banking – serves the needs of U.S. businesses and governments across a wide range of industries. Wealth • Advice-based Business – provides private banking, investment advisory, and trust services to retail and institutional clients. The advice-based business is integrated with the U.S. personal and commercial banking businesses. • Asset Management – the U.S. asset management business is comprised of Epoch Investment Partners Inc. and the U.S. arm of TDAM’s investment business. BUSINESS OUTLOOK AND FOCUS FOR 2020 We anticipate the operating environment to remain relatively stable in 2020, characterized by moderate economic growth, ferce competition and lower average interest rates. As a result, we expect modest loan and deposit growth, with declining net interest margins on a full year basis. Volume growth, consumer credit conditions, and economic uncertainties may contribute to an increase in credit losses in 2020. We expect to maintain a disciplined expense management approach, while continuing to make strategic business investments. We expect our contribution from TD Ameritrade to be lower following the elimination of commissions for its online exchange-listed stock, exchange-traded funds (ETF) (U.S. and Canadian), and option trades. Our key priorities for 2020 are as follows: • Deliver consistency and excellence in sales and service to drive more meaningful interactions and better serve the needs of our customers; • Deepen customer engagement through delivering a personalized and connected experience across all channels; • Continue to invest in data and technology; • Leverage our infrastructure and capabilities to simplify and enhance the customer and employee experience; • Grow our market share by deepening customer relationships Reported non-interest expenses for the year were US$4,826 million, and expanding into attractive markets; which included US$52 million of restructuring charges. Non-interest expense increased US$87 million, or 2%, compared with last year, primarily refecting higher investments in business initiatives and volume growth, higher employee-related costs, and restructuring charges, partially offset by productivity savings, the elimination of the Federal Deposit Insurance Corporation (FDIC) deposit insurance surcharge, and recovery of a legal provision. On an adjusted basis, non-interest expenses for the year increased US$104 million, or 2%. The reported and adjusted effciency ratios for the year were 54.4%, compared with 55.7% and 55.5%, respectively, in the prior year. • Prudently manage risk and meet regulatory expectations; • Continue to make progress on our talent strategy with a focus on diversity and inclusion; and • Continue to build capabilities to be digitally enabled. TD AMERITRADE HOLDING CORPORATION Refer to Note 12 of the 2019 Consolidated Financial Statements for further information on TD Ameritrade. 36 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS BUSINESS SEGMENT ANALYSIS Wholesale Banking Operating under the brand name TD Securities, Wholesale Banking offers a wide range of capital markets and corporate and investment banking services to corporate, government, and institutional clients in key global fnancial centres. NET INCOME (millions of Canadian dollars) TOTAL REVENUE (millions of Canadian dollars) GROSS LENDING PORTFOLIO (billions of Canadian dollars) $1,200 1,000 800 600 400 200 0 $4,000 3,500 3,000 2,500 2,000 1,500 1,000 $55 50 45 40 35 30 25 2017 2018 2019 2017 2018 2019 2017 2018 2019 T A B L E 1 9 REVENUE1 (millions of Canadian dollars) Global markets Corporate and investment banking Other Total 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2019 $ 2,251 990 (10) $ 3,231 2018 $ 2,440 996 81 $ 3,517 2017 $ 2,413 860 51 $ 3,324 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 37 BUSINESS HIGHLIGHTS • Earnings of $608 million and a ROE of 8.3%. • Lower revenue, refecting challenging market conditions, reduced client activity and trading volatility in the frst quarter of this year and the effects of a signifcant upgrade to the derivative valuation system and related methodologies in the fourth quarter of this year, partially offset by growth in the U.S. • Notable deals in the year: – Advised on two of the largest Canadian mergers and acquisitions (M&A) transactions of 2019 including; lead fnancial advisor to Goldcorp (US$12.5 billion) on its US$32 billion merger with Newmont (US$19.5 billion) to create the world’s leading gold company, and fnancial advisor for the $5.2 billion re-capitalization of Garda World Security, the largest ever completed for a privately-owned Canadian company; – Active in the environmental, social and corporate governance space (ESG) by participating in over 30 green and sustainable bond transactions, including Landesbank Baden-Württemberg’s (LBBW) US$750 million bond, which was the frst-ever U.S. dollar covered green bond, and African Development Bank’s US$100 million bond, which was the frst Secured Overnight Financing Rate (SOFR)- linked green bond; and – Delivered on key mandates for both Canadian and U.S. clients which demonstrated our capabilities and expertise in U.S. markets. We onboarded over 60 new corporate clients and 9 new TD Prime Services clients, executed 13 new securitization programs, actively led 72 U.S. Investment Grade Corporate bonds, up 29% year-over-year, and were joint book-runners on over 20 asset-backed securities (ABS) transactions, more than double the number in the prior year. We were also an M&A advisor to Brookfeld Business Partners and Caisse de dépôt et placement du Québec (CDPQ) on their acquisition of Johnson Controls’ Power Solutions and co-led the long-term debt fnancings. • Focused investments supporting the global expansion of Wholesale Banking’s U.S. dollar strategy, including adding senior leaders to support our Technology, Power and Utilities and Sponsor clients. In addition, we have invested in and are building an effcient and agile infrastructure including a new global foreign exchange system as well as a new derivative valuation system both of which enhance our pricing, capacity and risk management capabilities. • Top-two dealer status in Canada (for the ten-month period ended October 31, 2019)21: – #2 in equity options block trading; – #1 in syndicated loans (on a rolling twelve-month basis); – #1 in M&A announced (on a rolling twelve-month basis); – #1 in M&A completed (on a rolling twelve-month basis); – #1 in government debt underwriting; and – #2 in corporate debt underwriting. • TD Securities was recognized for demonstrating our expertise and execution capabilities within Capital Markets: – For the second year in a row, TD Securities tied for #1 in Overall Canadian Fixed Income as Greenwich Share Leader and Greenwich Quality Leader; – TD Securities Equity Research was awarded the most StarMine Analyst Awards from Refnitiv of any Canadian Broker, the ffth time within the last six years. These awards celebrate the world’s top individual sell-side analysts and sell-side frms; – Recognized as the 2019 GlobalCapital Award winner for “Canada Derivatives House of the Year” for the second year in a row, as well as “Coming Force in SSA Bonds”; and – Winner for “Precious Metals House of the Year” in the 2019 Energy Risk Awards. CHALLENGES IN 2019 • Market volatility in the rates, credit and equity markets resulted in a diffcult trading environment, particularly in the frst quarter. • Signifcantly reduced equity underwriting activity in Canada and lower activity in energy sector. • Geo-political environment, trade uncertainties, weak economic growth, and changes to interest rate outlook contributed to market uncertainty and reduced client activity. • Continued structural changes to traditional order fow trading from electronifcation and increased competition impacting margins. • Investments and capital required to meet continued regulatory changes. Increasing cost structure for the industry overall. INDUSTRY PROFILE The wholesale banking sector is a mature, highly competitive market with competition arising from banks, large global investment frms, and independent niche dealers. Wholesale Banking provides services to corporate, government, and institutional clients. Products include capital markets and corporate and investment banking services. Regulatory requirements for wholesale banking businesses have continued to evolve, impacting strategy and returns for the sector. Overall, wholesale banks have continued to shift their focus to client-driven trading revenue and fee income to reduce risk and to preserve capital. Competition is expected to remain intense for transactions with high- quality counterparties, as securities frms focus on prudent risk and capital management. Longer term, wholesale banks that have a diversifed client-focused business model, offer a wide range of products and services, and exhibit effective cost and capital management will be well-positioned to achieve attractive returns for shareholders. OVERALL BUSINESS STRATEGY Continue to build an integrated North American dealer franchise with global execution capabilities. • In Canada, we will be the top-ranked investment dealer. • In the U.S., we will grow client relationships by consistently delivering value and trusted advice in sectors where we are competitively positioned. • We will continue to grow with and support our TD partners. Invest in an effcient and agile infrastructure, innovation and data capabilities, and adapt to industry and regulatory changes. Be an extraordinary and inclusive place to work by attracting, developing, and retaining the best talent. 21 Rankings reflect TD Securities’ position among Canadian peers in Canadian product markets. Equity options block trading: block trades by number of contracts on the Montreal Stock Exchange, Source: Montreal Exchange. Syndicated loans: deal volume awarded equally between the book-runners, Source: Bloomberg. M&A announced and completed: Canadian targets, Source: Thomson Reuters. Government and corporate debt underwriting: excludes self-led domestic bank deals and credit card deals, bonus credit to lead, Source: Bloomberg. 38 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 2 0 WHOLESALE BANKING1 (millions of Canadian dollars, except as noted) Net interest income (TEB) Non-interest income2,3 Total revenue Provision for (recovery of) credit losses – impaired3,4 Provision for (recovery of) credit losses – performing5 Total provision for (recovery of) credit losses6 Non-interest expenses Provision for (recovery of) income taxes (TEB)7 Net income Selected volumes and ratios Trading-related revenue (TEB) Gross drawn (billions of Canadian dollars)8 Return on common equity9 Effciency ratio Average number of full-time equivalent staff 2019 $ 911 2,320 3,231 20 24 44 2,393 186 $ 608 2018 $ 1,150 2,367 3,517 (8) 11 3 2,125 335 $ 1,054 2017 $ 1,804 1,520 3,324 (28) – (28) 1,982 331 $ 1,039 $ 1,573 24.1 8.3% 74.1 4,536 $ 1,749 23.9 17.7% 60.4 4,187 $ 1,714 20.3 17.4% 59.6 3,989 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Effective February 1, 2017, the total gains and losses on derivatives hedging the reclassified securities portfolio (classified as FVOCI under IFRS 9 and AFS portfolio under IAS 39) are recorded in Wholesale Banking, previously reported in the Corporate segment and treated as an item of note. Refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 3 Effective November 1, 2017, the accrual costs related to CDS used to manage Wholesale Banking’s corporate lending exposure are recorded in non-interest income, previously reported as a component of PCL. The change in market value of the CDS, in excess of the accrual cost, continues to be reported in the Corporate segment. 6 Effective November 1, 2017, the PCL related to the allowances for credit losses for all three stages are recorded within the respective segment. Under IAS 39 and prior to November 1, 2017, the PCL related to the incurred but not identified allowance for credit losses related to products in Wholesale Banking was recorded in the Corporate segment. 7 The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in a one-time adjustment during 2018 to Wholesale Banking’s U.S. deferred tax assets and liabilities to the lower base rate of 21%. The earnings impact was reported in the Corporate segment. For additional details, refer to the “Non-GAAP Financial Measures − Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. 8 Includes gross loans and bankers’ acceptances, excluding letters of credit, cash 4 PCL − impaired represents Stage 3 PCL under IFRS 9 and counterparty-specific and collateral, CDS, and reserves for the corporate lending business. individually insignificant PCL under IAS 39 on financial assets. 9 Capital allocated to the business segments was based on 10% CET1 Capital 5 PCL − performing represents Stage 1 and Stage 2 PCL under IFRS 9 and incurred but not identified PCL under IAS 39 on financial assets, loan commitments, and financial guarantees. in fiscal 2019, and 9% in fiscal 2018 and 2017. REVIEW OF FINANCIAL PERFORMANCE Wholesale Banking net income for the year was $608 million, a decrease of $446 million, or 42%, compared with the prior year refecting lower revenue, higher non-interest expenses, and higher PCL. Revenue for the year was $3,231 million, a decrease of $286 million, or 8%, compared with the prior year refecting challenging market conditions in the frst quarter of this year and derivative valuation charges of $96 million in the fourth quarter of this year. PCL for the year was $44 million, compared to $3 million in the prior year. PCL – impaired was $20 million refecting credit migration. PCL – performing was $24 million refecting credit migration. Non-interest expenses were $2,393 million, an increase of $268 million, or 13%, compared with the prior year. The increase refects restructuring charges of $23 million, a favourable revaluation of certain liabilities for post-retirement benefts recognized in the prior year, continued investments supporting the global expansion of Wholesale Banking’s U.S. dollar strategy, higher initiative spend, and the impact of foreign exchange translation, partially offset by lower variable compensation. LINES OF BUSINESS • Global Markets includes sales, trading and research, debt and equity underwriting, client securitization, trade fnance, cash management, prime brokerage, and trade execution services22 . • Corporate and Investment Banking includes corporate lending and syndications, debt and equity underwriting, and advisory services22 . • Other includes the investment portfolio and other accounting adjustments. BUSINESS OUTLOOK AND FOCUS FOR 2020 We expect Wholesale Banking earnings to improve in 2020, as we recover from a weak frst quarter in 2019 and as our U.S. dollar businesses continue to mature. However, we remain alert to market sentiment as a combination of global geo-political and trade uncertainties, increased competition, and evolving capital and regulatory requirements may continue to impact industry activity and our business. While these factors may affect corporate and investor sentiment in the near-term, we expect that our increasingly diversifed, well-integrated, and client-focused business model will deliver solid results and support future growth. Our key priorities for 2020 are as follows: • Maintain top market share in our Canadian Franchise. • Grow our U.S. dollar business, adding new clients and deepening our relationship value by maturing our product and advice offerings. • Increase wallet share with real money, prime services and government clients globally. • Drive innovation and build data and analytical capabilities to improve end-to-end process effciency and enhance client value. • Permanently lower our cost structure to refect the reduced margins and volumes in parts of our business. • Maintain our focus on managing risk, capital, balance sheet, and liquidity. • Continue to be an extraordinary place to work with a focus on inclusion and diversity. 22 Revenue is shared between Global Markets and Corporate and Investment Banking lines of business in accordance with an established agreement. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 39 BUSINESS SEGMENT ANALYSIS Corporate Corporate segment is comprised of a number of service and control groups. Certain costs relating to these functions are allocated to operating business segments. The basis of allocation and methodologies are reviewed periodically to align with management’s evaluation of the Bank’s business segments. T A B L E 2 1 CORPORATE (millions of Canadian dollars) Net income (loss) – reported1,2,3 Pre-tax adjustments for items of note4 Amortization of intangibles Impact from U.S. tax reform1 Dilution gain on the Scottrade transaction Loss on sale of the Direct Investing business in Europe Fair value of derivatives hedging the reclassifed available-for-sale securities portfolio2 Total pre-tax adjustments for items of note Provision for (recovery of) income taxes for items of note1 Net income (loss) – adjusted Decomposition of items included in net income (loss) – adjusted Net corporate expenses Other Non-controlling interests Net income (loss) – adjusted Selected volumes Average number of full-time equivalent staff 2019 2018 $ (766) $ (1,091) 307 – – – – 307 48 $ (507) $ (715) 190 18 $ (507) 324 48 – – – 372 (289) (430) (822) 320 72 (430) $ $ $ 2017 $ (369) 310 – (204) 42 (41) 107 73 $ (335) $ (767) 311 121 $ (335) 16,884 15,042 14,368 1 The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in a net charge to earnings during 2018 of $392 million, comprising a net $48 million pre-tax charge related to the write-down of certain tax credit-related investments, partially offset by the favourable impact of the Bank’s share of TD Ameritrade’s remeasurement of its deferred income tax balances and a net $344 million income tax expense resulting from the remeasurement of the Bank’s deferred tax assets and liabilities to the lower base rate of 21% and other related tax adjustments. segment and treated as an item of note. Refer to the “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the “How We Performed” section of this document. 3 Effective November 1, 2017, the PCL related to the allowances for credit losses for all three stages are recorded within the respective segment. Under IAS 39 and prior to November 1, 2017, the PCL related to the incurred but not identified allowance for credit losses related to products in the Canadian Retail and Wholesale Banking segments were recorded in the Corporate segment. 2 Effective February 1, 2017, the total gains and losses on derivatives hedging the 4 For explanations of items of note, refer to the “Non-GAAP Financial Measures – reclassified AFS securities portfolio (classified as FVOCI under IFRS 9 and AFS under IAS 39) are recorded in Wholesale Banking, previously reported in the Corporate Reconciliation of Adjusted to Reported Net Income” table in the “Financial Results Overview” section of this document. Corporate segment includes expenses related to a number of service and control functions, the impact of treasury and balance sheet management activities, tax items at an enterprise level, and intercompany adjustments such as elimination of TEB and the retailer program partners’ share relating to the U.S. strategic cards portfolio. The Corporate segment reported net loss for the year was $766 million, compared with a reported net loss of $1,091 million last year. The year-over-year decrease in reported net loss was attributable to the impact from U.S. tax reform last year and lower net corporate expenses in the current year, partially offset by lower contribution from other items and non-controlling interests. Other items decreased refecting lower revenue from treasury and balance sheet management activities and the impact of legal provisions in the current year. Net corporate expenses decreased primarily refecting lower net pension expenses in the current year, partially offset by restructuring charges of $51 million. The adjusted net loss for the year was $507 million, compared with an adjusted net loss of $430 million last year. FOCUS FOR 2020 In 2020, service and control groups within the Corporate segment will continue supporting our Business segments as well as executing enterprise and regulatory initiatives and managing the Bank’s balance sheet and funding activities. We will continue to proactively address the complexities and challenges from changing demands and expectations of our customers, communities, colleagues, governments and regulators. We will maintain focus on the design, development, and implementation of processes, systems, technologies, enterprise and regulatory controls and initiatives to enable the Bank’s key businesses to operate effciently, effectively, and to be in compliance with all applicable regulatory requirements. 40 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 2018 FINANCIAL RESULTS OVERVIEW Summary of 2018 Performance T A B L E 2 2 REVIEW OF 2018 FINANCIAL PERFORMANCE1 (millions of Canadian dollars) Net interest income Non-interest income Total revenue Provision for (recovery of) credit losses – impaired Provision for (recovery of) credit losses – performing Total 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 TD Ameritrade Net income (loss) – reported Adjustments for items of note, net of income taxes Net income (loss) – adjusted 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. NET INCOME Reported net income for the year was $11,334 million, an increase of $817 million, or 8%, compared with the prior year. The increase refects revenue growth and a higher contribution from TD Ameritrade, partially offset by a higher PCL, refecting the Bank’s adoption of IFRS 9, an increase in non-interest expenses, and a higher effective tax rate. Reported diluted EPS for the year was $6.01, an increase of 9%, compared with $5.50 in the prior year. Adjusted diluted EPS for the year was $6.47, a 17% increase, compared with $5.54 in the prior year. Reported revenue was $38,892 million, an increase of $2,690 million, or 7%, compared with the prior year. Adjusted revenue was $38,981 million, an increase of $2,982 million, or 8%, compared with the prior year. NET INTEREST INCOME Net interest income for the year was $22,239 million, an increase of $1,392 million, or 7%, compared with the prior year. The increase refects loan and deposit volume growth and higher margins in the Canadian and U.S. Retail segments, and the beneft of the Scottrade transaction, partially offset by the impact of foreign currency translation. By segment, the increase in reported net interest income was due to an increase in Canadian Retail of $965 million, or 9%, an increase in U.S. Retail of $690 million, or 9%, and an increase in the Corporate segment of $391 million, or 41%, partially offset by a decrease in Wholesale Banking of $654 million, or 36%. NON-INTEREST INCOME Reported non-interest income for the year was $16,653 million, an increase of $1,298 million, or 8%, compared with the prior year. The increase refects higher non-interest income in Wholesale Banking, fee-based income in the Canadian and U.S. Retail segments, wealth asset growth, an increase in revenues for the insurance business, and higher trading volumes in the direct investing business in the Canadian Retail segment. The increase was partially offset by the dilution gain on the Scottrade transaction in the prior year and losses on certain tax credit-related investments in the year. Adjusted non-interest income for the year was $16,742 million, an increase of $1,590 million, or 10%, compared with the prior year. By segment, the increase in reported non-interest income was due to an increase in Wholesale Banking of $847 million, or 56%, an increase in Canadian Retail of $686 million, or 7%, and an increase in U.S. Retail of $33 million, or 1%, partially offset by a decrease in Corporate of $268 million, or 41%. Canadian Retail $ 11,576 11,137 22,713 927 71 998 2,444 9,473 9,798 2,615 – 7,183 – $ 7,183 U.S. Retail $ 8,176 2,768 10,944 776 141 917 – 6,100 3,927 432 693 4,188 188 $ 4,376 Wholesale Banking Corporate $ 1,150 2,367 3,517 (8) 11 3 – 2,125 1,389 335 – 1,054 – $ 1,054 $ 1,337 381 1,718 471 91 562 – 2,497 (1,341) (200) 50 (1,091) 661 (430) $ Total $ 22,239 16,653 38,892 2,166 314 2,480 2,444 20,195 13,773 3,182 743 11,334 849 $ 12,183 PROVISION FOR CREDIT LOSSES PCL for the year was $2,480 million, an increase of $264 million, or 12%, compared with the prior year. PCL – impaired was $2,166 million, an increase of $176 million, or 9%, primarily refecting U.S. credit card and U.S. auto portfolio volume growth, seasoning and mix, partially offset by strong credit performance in Canadian Retail. PCL – performing was $314 million, an increase of $88 million, or 39%, primarily refecting the impact of methodology changes related to the adoption of IFRS 9 including where Stage 2 loans were measured based on a lifetime expected credit loss (ECL). Total PCL year to date as an annualized percentage of credit volume was 0.39%. By segment, the increase in PCL was due to an increase in U.S. Retail of $125 million, or 16%, an increase in the Corporate segment of $96 million, or 21% (largely refecting PCL for the U.S. strategic cards portfolio, which is offset in Corporate segment non-interest expenses), an increase in Wholesale Banking of $31 million, and an increase in Canadian Retail of $12 million, or 1%. INSURANCE CLAIMS AND RELATED EXPENSES Insurance claims and related expenses were $2,444 million, an increase of $198 million, or 9%, compared with the prior year, refecting an increase in reinsurance liabilities assumed, more severe weather-related events, higher current year claims, and changes in the fair value of investments supporting claims liabilities which resulted in a similar increase to non-interest income, partially offset by more favourable prior years’ claims development, and the impact of changes to forward-looking actuarial assumptions. NON-INTEREST EXPENSES Reported non-interest expenses for the year were $20,195 million, an increase of $776 million, or 4%, compared with the prior year. The increase was primarily due to an increase in employee-related expenses including revenue-based variable compensation expenses, business and volume growth, and higher spend related to strategic initiatives, partially offset by productivity savings. By segment, the increase in non-interest expenses was due to an increase in Canadian Retail of $539 million, or 6%, an increase in U.S. Retail of $222 million, or 4%, an increase in Wholesale Banking of $143 million, or 7%, partially offset by a decrease in the Corporate segment of $128 million, or 5%. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 41 PROVISION FOR INCOME TAXES Reported total income and other taxes increased $1,022 million, or 28.6%, compared with last year, refecting an increase in income tax expense of $929 million, or 41.2%, and an increase in other taxes of $93 million, or 7.1%. Adjusted total income and other taxes were up $655 million from last year, or 17.9%, refecting an increase in income tax expense of $562 million. The Bank’s reported effective tax rate was 23.1% for 2018, compared with 18.3% last year. The year-over-year increase was largely due to higher income before taxes, lower tax-exempt dividend income, the impact of U.S. tax reform on U.S. deferred tax assets and liabilities and a prior year non-taxable dilution gain on the Scottrade transaction, partially offset by the lower U.S. federal tax rate associated with U.S. tax reform. For a reconciliation of the Bank’s effective income tax rate with the Canadian statutory income tax rate, refer to Note 25 of the 2018 Consolidated Financial Statements. The Bank’s adjusted effective income tax rate for 2018 was 20.5%, compared with 18.9% last year. The year-over-year increase was largely due to higher income before taxes and lower tax-exempt dividend income, partially offset by the lower U.S. federal tax rate associated with U.S. tax reform. The Bank reports its investment in TD Ameritrade using the equity method of accounting. TD Ameritrade’s tax expense of $206 million in 2018, compared with $268 million last year, was not part of the Bank’s effective tax rate. BALANCE SHEET Total assets were $1,335 billion as at October 31, 2018, an increase of $56 billion, or 4%, from November 1, 2017. The increase was primarily due to loans, net of allowance for loan losses of $43 billion, debt securities at amortized cost, net of allowance for credit losses of $31 billion, trading loans, securities, and other of $24 billion, and derivatives of $1 billion. The increase was partially offset by decreases in cash and interest-bearing deposits with banks of $20 billion, fnancial assets at FVOCI of $13 billion, securities purchased under reverse repurchase agreements of $7 billion, and non-trading fnancial assets at fair value through proft and loss of $5 billion. The foreign currency translation impact on total assets, primarily in the U.S. Retail segment, was an increase of approximately $10 billion, or 1%. Total liabilities were $1,255 billion as at October 31, 2018, an increase of $51 billion, or 4%, from November 1, 2017. The increase was primarily due to trading deposits of $35 billion, deposits of $19 billion, and obligations related to securities sold under repurchase agreements of $5 billion. The increase was partially offset by decreases in derivatives of $3 billion, subordinated notes and debentures of $1 billion, and other liabilities of $4 billion. The foreign currency translation impact on total liabilities, primarily in the U.S. Retail segment, was an increase of approximately $10 billion, or 1%. Equity was $80 billion as at October 31, 2018, an increase of $5 billion, or 6%, from November 1, 2017. The increase was primarily due to higher retained earnings, partially offset by a decrease in other comprehensive income due to losses on cash fow hedges. 2018 FINANCIAL RESULTS OVERVIEW 2018 Financial Performance by Business Line Canadian Retail net income for the year was $7,183 million, an increase of $658 million, or 10%, compared with last year. The increase in earnings refects revenue growth, partially offset by higher non-interest expenses, insurance claims, and PCL. The ROE for the year was 47.8%, compared with 45.2% last year. Canadian Retail revenue is derived from Canadian personal and commercial banking, wealth, and insurance businesses. Revenue for the year was $22,713 million, an increase of $1,651 million, or 8%, compared with last year. Net interest income increased $965 million, or 9%, refecting volume growth and higher margins. Average loan volumes increased $23 billion, or 6%, refecting 5% growth in personal loans and 10% growth in business loans. Average deposit volumes increased $15 billion, or 5%, refecting 4% growth in personal deposits and 8% growth in business deposits. Net interest margin was 2.91%, or an increase of 8 bps, refecting rising interest rates, partially offset by competitive pricing in loans. Non-interest income increased $686 million, or 7%, refecting wealth asset growth, an increase in revenues from the insurance business, higher fee-based revenue in the personal banking business, and higher trading volumes in the direct investing business. An increase in the fair value of investments supporting claims liabilities, which resulted in a similar increase to insurance claims, increased non-interest income by $41 million. AUA were $389 billion as at October 31, 2018, an increase of $2 billion, or 1%, compared with last year, refecting new asset growth, partially offset by decreases in market value. AUM were $289 billion as at October 31, 2018, an increase of $6 billion, or 2%, compared with last year, refecting new asset growth. PCL for the twelve months ended October 31, 2018 was $998 million, an increase of $12 million, or 1% compared with last year. PCL – impaired was $927 million, a decrease of $59 million, or 6%, refecting strong credit performance across all business lines. PCL – performing (recorded in the Corporate segment last year as incurred but not identifed credit losses under IAS 39) was $71 million primarily refecting the adoption of IFRS 9 including where Stage 2 loans are measured on a lifetime ECL. Full year PCL as a percentage of credit volume was 0.25%, a decrease of 1 basis point. Net impaired loans were $664 million, an increase of $109 million, or 20%. Net impaired loans as a percentage of total loans were 0.16%, compared with 0.15%, as at October 31, 2017. Insurance claims and related expenses for the year were $2,444 million, an increase of $198 million, or 9%, compared with last year, refecting an increase in reinsurance liabilities assumed, more severe weather-related events, higher current year claims, and an increase in the fair value of investments supporting claims liabilities which resulted in a similar increase to non-interest income, partially offset by more favourable prior years’ claims development, and the impact of changes to forward-looking actuarial assumptions. Non-interest expenses for the year were $9,473 million, an increase of $539 million, or 6%, compared with last year, refecting increased employee-related expenses including revenue-based variable compensation expenses in the wealth business, increased marketing and promotion costs, increased spend related to strategic initiatives, and restructuring costs across a number of businesses. The effciency ratio was 41.7%, compared with 42.4% last year. 42 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS U.S. Retail reported net income for the year was $4,188 million (US$3,253 million), an increase of $866 million (US$717 million), or 26% (28% in U.S. dollars), compared with last year. On an adjusted basis, net income for the year was $4,376 million (US$3,401 million), an increase of $1,018 million (US$836 million), or 30% (33% in U.S. dollars). The reported and adjusted ROE for the year was 12.2% and 12.8%, respectively, compared with 9.7%, and 9.8%, respectively, in the prior year. U.S. Retail net income includes contributions from the U.S. Retail Bank and the Bank’s investment in TD Ameritrade. Reported net income for the year from the U.S. Retail Bank and the Bank’s investment in TD Ameritrade were $3,495 million (US$2,715 million) and $693 million (US$538 million), respectively. On an adjusted basis for the year, the U.S. Retail Bank and the Bank’s investment in TD Ameritrade contributed net income of $3,511 million (US$2,728 million) and $865 million (US$673 million), respectively. The reported contribution from TD Ameritrade of US$538 million increased US$202 million, or 60%, compared with last year, primarily due to the beneft of the Scottrade transaction, higher interest rates, increased trading volumes, and a lower corporate tax rate, partially offset by higher operating expenses and charges associated with the Scottrade transaction. On an adjusted basis, the contribution from TD Ameritrade increased US$321 million, or 91%. U.S. Retail Bank reported net income for the year was US$2,715 million, an increase of US$515 million, or 23%, compared with last year, primarily due to higher loan and deposit volumes, higher deposit margins, fee income growth, the beneft of the Scottrade transaction, and a lower corporate tax rate, partially offset by higher expenses and PCL. U.S. Retail Bank adjusted net income increased US$515 million, or 23%. U.S. Retail Bank revenue is derived from personal and business banking, and wealth management. Revenue for the year was US$8,501 million, an increase of US$683 million, or 9%, compared with last year. Net interest income increased US$623 million, or 11%, primarily due to a more favourable interest rate environment, growth in loan and deposit volumes, and the beneft of the Scottrade transaction. Net interest margin was 3.29%, an 18 bps increase primarily due to higher deposit margins and balance sheet mix. Non-interest income increased US$60 million, or 3%, refecting fee income growth in personal and commercial banking, partially offset by losses on certain tax credit-related investments. Average loan volumes increased US$6 billion, or 4%, compared with last year, due to growth in personal and business loans of 6% and 3%, respectively. Average deposit volumes increased US$19 billion, or 8%, refecting 1% growth in business deposit volumes, 4% growth in personal deposit volumes and a 15% increase in sweep deposit volume primarily due to the Scottrade transaction. AUA were US$19 billion as at October 31, 2018, relatively fat compared with the prior year. AUM were US$52 billion as at October 31, 2018, a decrease of 17%, refecting net fund outfows. PCL was US$713 million, an increase of US$106 million, or 17%, compared with last year. PCL – impaired was US$605 million, an increase of US$107 million, or 21%, primarily refecting volume growth, seasoning, and mix in the credit card and auto portfolios. PCL – performing was US$108 million, relatively fat compared to last year, primarily refecting lower provisions for the commercial portfolios, offset by the impact of methodology changes related to the adoption of IFRS 9 where Stage 2 loans are now measured based on a lifetime ECL. U.S. Retail PCL including only the Bank’s contractual portion of credit losses in the U.S. strategic cards portfolio, as an annualized percentage of credit volume was 0.48%, or an increase of 6 bps. Net impaired loans, excluding ACI loans, were US$1.4 billion, a decrease of US$45 million, or 3%. Excluding ACI loans, net impaired loans as a percentage of total loans were 1% as at October 31, 2018. Reported non-interest expenses for the year were US$4,739 million, an increase of US$239 million, or 5%, compared with last year, refecting higher investments in business initiatives, business and volume growth, and employee-related costs, partially offset by productivity savings. On an adjusted basis, non-interest expenses for the year were US$4,722 million, an increase of US$243 million, or 5%. The reported and adjusted effciency ratios for the year were 55.7% and 55.5%, respectively, compared with 57.6% and 57.3%, respectively, last year. Wholesale Banking net income for the year was $1,054 million, an increase of $15 million, or 1%, compared with the prior year refecting higher revenue, partially offset by higher non-interest expenses and PCL for the year compared to a net recovery of PCL in the prior year. The ROE for the year was 17.7%, compared with 17.4% in the prior year. Revenue for the year was $3,517 million, an increase of $193 million, or 6%, compared with the prior year refecting increased corporate lending, advisory fees, and trading-related revenue. PCL for the year was $3 million, compared with a net recovery of $28 million in the prior year. PCL – impaired was a net recovery of $8 million, compared with a net recovery of $28 million in the prior year, refecting a lower recovery of provisions in the oil and gas sector. PCL – performing (recorded in the Corporate segment last year as incurred but not identifed credit losses under IAS 39) for the year was $11 million primarily refecting the adoption of IFRS 9 including where Stage 2 loans are measured on a lifetime ECL. Non-interest expenses were $2,125 million, an increase of $143 million, or 7%, compared with the prior year refecting continued investments in employees supporting the global expansion of Wholesale Banking’s U.S. dollar strategy, higher initiative spend to enhance new product capabilities and higher variable compensation commensurate with increased revenue, partially offset by the revaluation of certain liabilities for post-retirement benefts. Corporate segment reported net loss for the year was $1,091 million, compared with a reported net loss of $369 million last year. The year- over-year increase in reported net loss was attributable to the impact from U.S. tax reform this year, the dilution gain on the Scottrade transaction last year, increased net corporate expenses and decreased non-controlling interests this year and the gain on fair value of derivatives hedging the reclassifed AFS securities portfolio last year. Net corporate expenses increased primarily due to the positive impact of tax adjustments last year, the impact of the reduction of the U.S. corporate tax rate on current year expenses and investments in advanced analytic and artifcial intelligence capabilities in the current year. The adjusted net loss for the year was $430 million, compared with an adjusted net loss of $335 million last year. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 43 GROUP FINANCIAL CONDITION Balance Sheet Review AT A GLANCE OVERVIEW Total assets were $1,415 billion as at October 31, 2019, an increase of $80 billion, or 6%, compared with October 31, 2018. T A B L E 2 3 CONDENSED CONSOLIDATED BALANCE SHEET ITEMS1 (millions of Canadian dollars) Assets Cash and Interest-bearing deposits with banks Trading loans, securities, and other Non-trading fnancial assets at fair value through proft or loss Derivatives Financial assets designated at fair value through proft or loss Financial assets at fair value through other comprehensive income Debt securities at amortized cost, net of allowance for credit losses Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Other Total assets Liabilities Trading deposits Derivatives Financial liabilities designated at fair value through proft or loss Deposits Obligations related to securities sold under repurchase agreements Subordinated notes and debentures Other Total liabilities Total equity Total liabilities and equity 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. Total assets were $1,415 billion as at October 31, 2019, an increase of $80 billion, or 6%, from October 31, 2018. The increase refects securities purchased under reverse repurchase agreements of $39 billion, loans, net of allowance for loan losses of $38 billion, debt securities at amortized cost, net of allowance for credit losses of $23 billion, trading loans, securities, and other of $18 billion, and non-trading fnancial assets at fair value through proft or loss of $2 billion. The increase was partially offset by decreases in fnancial assets at fair value through other comprehensive income of $19 billion, derivatives of $8 billion, cash and interest-bearing deposits with banks of $5 billion, and other assets of $8 billion. Cash and interest-bearing deposits with banks decreased $5 billion refecting cash management activities. Trading loans, securities, and other increased by $18 billion refecting an increase in trading volume. Non-trading fnancial assets at fair value through proft or loss increased $2 billion refecting new investments. Derivatives decreased $8 billion refecting the impact of netting positions, partially offset by higher mark-to-market values on interest rate swaps. Financial assets at fair value through other comprehensive income decreased $19 billion refecting maturities and sales, partially offset by new investments. 44 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS October 31 2019 $ 30,446 146,000 6,503 48,894 4,040 111,104 130,497 165,935 684,608 87,263 $ 1,415,290 $ 26,885 50,051 105,131 886,977 125,856 10,725 121,964 1,327,589 87,701 $ 1,415,290 As at October 31 2018 $ 35,455 127,897 4,015 56,996 3,618 130,600 107,171 127,379 646,393 95,379 $ 1,334,903 $ 114,704 48,270 16 851,439 93,389 8,740 138,305 1,254,863 80,040 $ 1,334,903 Debt securities at amortized cost, net of allowance for credit losses increased $23 billion refecting new investments, partially offset by maturities. Securities purchased under reverse repurchase agreements increased $39 billion refecting an increase in trading volume and fnancing activities. Loans, net of allowance for loan losses increased $38 billion refecting growth in business and government loans, residential mortgages, and other personal loans. Other assets decreased $8 billion refecting amounts receivable from brokers, dealers and clients due to unsettled and pending trades. Total liabilities were $1,328 billion as at October 31, 2019, an increase of $72 billion, or 6%, from October 31, 2018. The increase refects fnancial liabilities designated at fair value through proft or loss of $105 billion, deposits of $35 billion, obligations related to securities sold under repurchase agreements of $32 billion, derivatives of $2 billion, and subordinated notes and debentures of $2 billion. The increase was partially offset by decreases in trading deposits of $88 billion, and other liabilities of $16 billion. Trading deposits decreased $88 billion refecting maturing deposits, partially offset by issuances of fnancial liabilities designated at fair value through proft or loss. Derivatives increased $2 billion refecting higher mark-to-market values on interest rate swaps, partially offset by the impact of netting positions. Financial liabilities designated at fair value through proft or loss increased $105 billion refecting new issuances of funding instruments. Deposits increased $35 billion refecting an increase in personal deposits, and business and government deposits. Obligations related to securities sold under repurchase agreements increased $32 billion refecting an increase in trading volume and fnancing activities. Subordinated notes and debentures increased $2 billion refecting the issuance of non-viability contingent capital (NVCC) subordinated debentures. Other liabilities decreased $16 billion refecting amounts payable to brokers, dealers, and clients due to unsettled and pending trades, and obligations related to securities sold short. Equity was $88 billion as at October 31, 2019, an increase of $8 billion, or 10%, from October 31, 2018. The increase refects other comprehensive income from gains on cash fow hedges, retained earnings, the issuance of Non-Cumulative 5-year Rate Reset Preferred Shares, Series 22 and 24, and the issuance of common shares due to the acquisition of Greystone, partially offset by the redemption of the TD Capital Trust III securities. GROUP FINANCIAL CONDITION Credit Portfolio Quality AT A GLANCE OVERVIEW • Loans and acceptances net of allowance for loan losses were $700 billion, an increase of $34 billion compared with last year. • Impaired loans net of Stage 3 allowances were $2,298 million, a decrease of $170 million compared with last year. • Provision for credit losses was $3,029 million, compared with $2,480 million last year. • Total allowance for credit losses including off-balance sheet positions increased by $378 million to $5,036 million. Effective November 1, 2017, the Bank adopted IFRS 9, which replaces the guidance in IAS 39. The Bank periodically reviews the methodology for assessing signifcant increase in credit risk and ECLs. Refer to Notes 2 and 3 of the 2019 Consolidated Financial Statements for a summary of the Bank’s accounting policies and signifcant accounting judgments, estimates, and assumptions. Forward-looking information is incorporated as appropriate where macroeconomic scenarios and associated probability weights are updated quarterly and incorporated to determine the probability-weighted ECLs. As part of periodic review and updates, certain revisions may be made to refect updates in statistically derived loss estimates for the Bank’s recent loss experience of its credit portfolios and forward-looking views, which may cause a change to the allowance for ECLs. During the year, ordinary course updates were made to the forward-looking estimates used to determine the Bank’s probability-weighted ECLs. Certain refnements were made to the methodology, the cumulative effect of which was not material and included in the change during 2019. Allowance for credit losses are further described in Note 8 of the 2019 Consolidated Financial Statements. LOAN PORTFOLIO The Bank increased its credit portfolio net of allowance for loan losses by $34 billion, or 5%, from the prior year, largely due to volume growth in the business and government, residential mortgages and consumer instalment and other personal portfolios. 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 fnancial instruments, as explained in Note 31 of the 2019 Consolidated Financial Statements. CONCENTRATION OF CREDIT RISK The Bank’s loan portfolio continued to be concentrated in Canadian and U.S. residential mortgages, consumer instalment and other personal loans, and credit card loans, representing 64% of total loans net of Stage 3 allowances, stable from 2018. During the year, these portfolios increased by $20 billion, or 5%, and totalled $452 billion at year end. Residential mortgages represented 33% of the total loans net of Stage 3 allowances in 2019, down 1% from 2018. Consumer instalment and other personal loans, and credit card loans were 31% of total loans net of Stage 3 allowances in 2019, consistent with 2018. The Bank’s business and government credit exposure was 36% of total loans net of Stage 3 allowances, up 1% from 2018. The largest business and government sector concentrations in Canada were the Real estate and Financial sectors, which comprised 5% and 3%, of net loans respectively. Real estate, Government, public sector entities and education, and health and social services were the largest U.S. sector concentrations in 2019 representing 5%, 2%, and 2% of net loans, respectively. Geographically, the credit portfolio remained concentrated in Canada. In 2019, the percentage of loans net of Stage 3 allowances held in Canada was 67%, consistent with 2018. The largest Canadian regional exposure was in Ontario, which represented 39% of total loans net of Stage 3 allowances for 2019, compared with 41% in the prior year. The balance of the credit portfolio was predominantly in the U.S., which represented 33% of loans net of Stage 3 allowances, up 1% from 2018. Exposures to ACI loans, and other geographic regions were relatively small. The largest U.S. regional exposures were in New England, New York, and New Jersey which represented 6%, 6%, and 5% of total loans net of Stage 3 allowances, respectively, compared with 6%, 5% and 5%, respectively, in the prior year. Under IFRS 9, the Bank now calculates allowances for expected credit losses on debt securities measured at amortized cost and FVOCI. The Bank has $237,638 million in such debt securities of which $237,638 million are performing securities (Stage 1 and 2) and none are impaired. The allowance for credit losses on debt securities at amortized cost and debt securities at FVOCI was $1 million and $3 million, respectively. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 45 LOANS AND ACCEPTANCES, NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC T A B L E 2 4 AND INDIVIDUALL Y INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY INDUSTRY SECTOR1,2 (millions of Canadian dollars, except as noted) October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 As at Percentage of total Stage 3 allowances for loan losses impaired Gross loans Net loans Net loans Net loans Canada Residential mortgages Consumer instalment and other personal HELOC3 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 $ 200,952 $ 27 $ 200,925 $ 193,811 $ 190,308 28.5% 28.9% 30.1% 91,053 25,697 18,455 18,428 354,585 19,818 15,932 35,750 8,191 6,709 19,836 2,540 668 5,531 7,142 3,539 1,713 4,672 1,971 4,685 3,598 2,865 2,971 2,350 4,302 119,033 $ 473,618 13 53 42 70 205 6 – 6 2 6 – 1 – – 8 39 10 18 – 11 6 16 6 6 6 141 $ 346 91,040 25,644 18,413 18,358 354,380 19,812 15,932 35,744 8,189 6,703 19,836 2,539 668 5,531 7,134 3,500 1,703 4,654 1,971 4,674 3,592 2,849 2,965 2,344 4,296 118,892 $ 473,272 86,147 24,170 18,540 17,969 340,637 18,358 13,633 31,991 7,459 6,918 19,313 2,330 544 4,177 6,664 3,170 1,740 3,901 2,897 4,474 3,200 2,925 3,134 1,860 4,371 111,068 $ 451,705 74,931 22,245 17,326 17,935 322,745 17,974 12,830 30,804 6,674 6,657 13,102 1,968 500 4,251 5,837 2,931 1,400 3,975 2,010 3,865 2,782 2,742 1,966 1,671 3,805 96,940 $ 419,685 12.9 3.6 2.6 2.6 50.2 2.8 2.3 5.1 1.2 1.0 2.8 0.4 0.1 0.8 1.0 0.5 0.2 0.7 0.3 0.7 0.5 0.4 0.4 0.3 0.6 17.0 67.2% 12.8 3.6 2.8 2.7 50.8 2.7 2.0 4.7 1.1 1.0 2.9 0.3 0.1 0.6 1.0 0.5 0.3 0.6 0.4 0.7 0.5 0.4 0.5 0.3 0.7 16.6 67.4% 11.8 3.5 2.8 2.8 51.0 2.8 2.0 4.8 1.1 1.1 2.1 0.3 0.1 0.7 0.9 0.5 0.2 0.6 0.3 0.6 0.4 0.4 0.3 0.3 0.6 15.3 66.3% 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. 3 Home Equity Line of Credit. 46 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 2 4 LOANS AND ACCEPTANCES, NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALL Y INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY INDUSTRY SECTOR (continued) 1,2 (millions of Canadian dollars, except as noted) October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 As at Percentage of total 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 classifed as loans Acquired credit-impaired loans4 Total other loans Total Stage 1 and Stage 2 allowance for loan losses – performing (incurred but not identifed allowance under IAS 39) Personal, business and government5 Debt securities classifed as loans Total Stage 1 and Stage 2 allowance for loan losses – performing (incurred but not identifed allowance under IAS 39)5 Total, net of allowance5 Percentage change over previous year – loans and acceptances, net of Stage 3 allowance for loan losses (impaired) (counterparty-specifc and individually insignifcant under IAS 39) Percentage change over previous year – loans and acceptances, net of allowance Stage 3 allowances for loan losses impaired Gross loans Net loans Net loans Net loans $ 34,501 $ 26 $ 34,475 $ 31,099 $ 31,435 4.9% 4.6% 5.0% 11,526 32,454 1,113 18,129 97,723 8,863 24,150 33,013 673 6,696 5,688 3,591 688 12,449 13,177 2,217 1,877 4,543 3,046 11,730 5,872 8,733 4,755 10,031 2,439 131,218 228,941 12 1,789 1,801 704,360 37 26 2 252 343 5 6 11 – – – 1 – 2 2 6 – – – 7 6 2 1 1 6 45 388 – – – 734 11,489 32,428 1,111 17,877 97,380 8,858 24,144 33,002 673 6,696 5,688 3,590 688 12,447 13,175 2,211 1,877 4,543 3,046 11,723 5,866 8,731 4,754 10,030 2,433 131,173 228,553 12 1,789 1,801 703,626 12,275 29,845 872 16,700 90,791 8,045 22,419 30,464 705 5,750 7,698 3,415 637 12,451 12,422 2,058 1,922 2,663 2,833 10,920 5,374 7,713 4,896 9,976 2,150 124,047 214,838 14 2,258 2,272 668,815 12,382 29,162 843 14,730 88,552 7,309 22,153 29,462 710 7,332 7,130 3,189 567 12,428 11,408 1,846 1,674 2,070 3,221 10,384 4,909 7,019 3,799 9,995 2,137 119,280 207,832 14 1,579 1,593 629,110 n/a3 313 313 $ 704,673 n/a 12 12 $ 746 n/a 301 301 $ 703,927 n/a 435 435 $ 669,250 3,083 630 3,713 $ 632,823 1.6 4.7 0.2 2.5 13.9 1.3 3.4 4.7 0.1 1.0 0.8 0.5 0.1 1.8 1.9 0.3 0.3 0.6 0.4 1.7 0.8 1.2 0.7 1.4 0.3 18.6 32.5 – 0.3 0.3 100.0 – – – 100.0% 1.8 4.5 0.1 2.5 13.5 1.2 3.3 4.5 0.1 0.9 1.2 0.5 0.1 1.9 1.9 0.3 0.3 0.4 0.4 1.6 0.8 1.2 0.7 1.5 0.3 18.6 32.1 – 0.4 0.4 99.9 2.0 4.6 0.1 2.3 14.0 1.2 3.5 4.7 0.1 1.2 1.1 0.5 0.1 2.0 1.8 0.3 0.3 0.3 0.5 1.6 0.8 1.1 0.6 1.6 0.3 18.9 32.9 – 0.2 0.2 99.4 – 0.1 0.1 100.0% 0.5 0.1 0.6 100.0% 3,701 n/a 2,845 n/a 2,915 20 3,701 $ 700,226 2,845 $ 666,405 2,935 $ 629,888 5.2% 5.8% 4.7% 5.1 5.8 4.7 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. 3 Not applicable. 4 Includes all FDIC covered loans and other ACI loans. 5 In the fourth quarter of 2019, the Bank revised its allocation methodology for the reporting of Allowance for Credit Losses for off-balance sheet instruments for certain retail portfolios. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 47 T A B L E 2 5 LOANS AND ACCEPTANCES, NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALL Y INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY GEOGRAPHY1,2 (millions of Canadian dollars, except as noted) Canada Atlantic provinces British Columbia3 Ontario3 Prairies3 Québec Total Canada United States Carolinas (North and South) Florida New England4 New Jersey New York Pennsylvania Other Total United States International Europe Other Total international Total excluding other loans Other loans Total Stage 1 and Stage 2 allowances (incurred but not identifed allowance under IAS 39)5 Total, net of allowance5 Percentage change over previous year – loans and acceptances, net of Stage 3 allowances for loan losses (impaired) (counterparty-specifc and individually insignifcant under IAS 39) Canada United States International Other loans Total October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 As at Percentage of total Stage 3 allowances for loan losses impaired Gross loans $ 12,735 67,446 277,859 76,007 39,571 473,618 12,703 18,190 42,482 31,488 39,602 13,015 71,461 228,941 1,022 779 1,801 704,360 313 $ 704,673 $ 13 31 204 75 23 346 15 27 48 32 47 18 201 388 – – – 734 12 $ 746 Net loans Net loans Net loans $ 12,722 67,415 277,655 75,932 39,548 473,272 $ 11,741 63,345 272,694 70,258 33,667 451,705 $ 11,378 57,924 249,508 68,879 31,996 419,685 12,688 18,163 42,434 31,456 39,555 12,997 71,260 228,553 1,022 779 1,801 703,626 301 $ 703,927 11,511 17,552 41,471 33,330 36,340 11,884 62,750 214,838 1,059 1,213 2,272 668,815 435 $ 669,250 10,813 15,806 38,564 34,024 35,118 11,594 61,913 207,832 678 915 1,593 629,110 3,713 $ 632,823 3,701 $ 700,226 2,845 $ 666,405 2,935 $ 629,888 1.8% 9.6 39.4 10.8 5.6 67.2 1.8 2.6 6.0 4.5 5.6 1.9 10.1 32.5 0.2 0.1 0.3 100.0 – 100.0% 1.8% 9.5 40.6 10.5 5.0 67.4 1.7 2.6 6.2 5.0 5.4 1.8 9.4 32.1 0.2 0.2 0.4 99.9 0.1 100.0% 1.8% 9.2 39.4 10.9 5.0 66.3 1.7 2.5 6.1 5.4 5.6 1.8 9.8 32.9 0.1 0.1 0.2 99.4 0.6 100.0% 2019 4.8% 6.4 (20.7) (30.8) 5.1% 2018 7.6% 3.4 42.6 (88.3) 5.8% 2017 4.8% 3.9 4.2 56.0 4.7% 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. 3 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. 4 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. 5 In the fourth quarter of 2019, the Bank revised its allocation methodology for the reporting of Allowance for Credit Losses for off-balance sheet instruments for certain retail portfolios. REAL ESTATE SECURED LENDING Retail real estate secured lending includes mortgages and lines of credit to North American consumers to satisfy fnancing needs including home purchases and refnancing. While the Bank retains frst 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 frst position. In Canada, credit policies are designed so 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 borrowers’ default. The Bank also purchases default insurance on lower loan-to-value ratio loans. The insurance is provided by either government-backed entities or approved private mortgage insurers. In the U.S., for residential mortgage originations, mortgage insurance is usually obtained from either government-backed entities or approved private mortgage insurers when the loan-to-value exceeds 80% of the collateral value at origination. 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 proftability. A variety of portfolio segments, including dwelling type and geographical regions, are examined during the exercise to determine whether specifc vulnerabilities exist. Based on the Bank’s most recent reviews, potential losses on all real estate secured lending exposures are considered manageable. 48 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 2 6 CANADIAN REAL ESTATE SECURED LENDING1 (millions of Canadian dollars) Total Total 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. Total real estate Amortizing Non-amortizing secured lending As at Residential mortgages Total amortizing Home equity real estate lines of credit secured lending Home equity lines of credit $ 200,952 $ 56,503 $ 257,455 $ 34,550 $ 292,005 October 31, 2019 $ 193,829 $ 50,554 $ 244,383 $ 35,605 $ 279,988 October 31, 2018 T A B L E 2 7 REAL ESTATE SECURED LENDING1,2,3 (millions of Canadian dollars, except as noted) Residential mortgages Insured4 Uninsured Home equity lines of credit Insured4 Uninsured As at Total Insured4 Uninsured October 31, 2019 Canada Atlantic provinces British Columbia5 Ontario5 Prairies5 Québec Total Canada United States Total Canada Atlantic provinces British Columbia5 Ontario5 Prairies5 Québec Total Canada United States Total $ 3,340 10,944 31,299 22,283 8,823 76,689 938 $ 77,627 1.7% $ 2,861 26,395 5.4 69,399 15.6 16,062 11.1 9,546 4.4 38.2% 124,263 33,750 $ 158,013 $ 3,492 12,389 35,355 23,561 9,350 84,147 900 $ 85,047 1.8% $ 2,544 23,460 6.4 60,308 18.2 14,998 12.2 8,372 4.8 43.4% 109,682 30,462 $ 140,144 1.4% $ 13.1 34.5 8.0 4.8 61.8% 363 1,872 6,650 3,008 1,149 13,042 – $ 13,042 1.3% $ 12.1 31.2 7.7 4.3 56.6% 424 1,981 7,052 3,408 1,105 13,970 1 $ 13,971 0.4% $ 1,297 15,302 2.1 43,970 7.3 11,125 3.3 6,317 1.3 78,011 14.4% 11,549 $ 89,560 16.8 48.3 12.2 6.9 85.6% 1.4% $ 3,703 12,816 37,949 25,291 9,972 89,731 938 $ 90,669 1.3% $ 4,158 41,697 4.4 113,369 13.0 27,187 8.7 15,863 3.4 30.8% 202,274 45,299 $ 247,573 1.4% 14.3 38.8 9.3 5.4 69.2% October 31, 2018 0.5% $ 1,312 14,221 2.3 40,163 8.2 10,963 4.0 5,530 1.3 72,189 16.3% 12,367 $ 84,556 16.5 46.6 12.7 6.4 83.7% 1.5% $ 3,916 14,370 42,407 26,969 10,455 98,117 901 $ 99,018 1.4% $ 3,856 37,681 5.1 100,471 15.1 25,961 9.6 13,902 3.7 34.9% 181,871 42,829 $ 224,700 1.4% 13.5 35.9 9.3 5.0 65.1% 1 Certain comparative amounts have been restated to conform with the presentation 4 Default insurance is contractual coverage for the life of eligible facilities whereby adopted in the current period. 2 Geographic location is based on the address of the property mortgaged. 3 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. 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 government-backed entities or other approved private mortgage insurers. 5 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and the 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 fgures are calculated based on current customer payment behaviour in order to properly refect 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 8 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 1.0% 4.8 1.6% 3.6% 6.3 4.0% 6.5% 4.8 6.3% 16.2% 6.1 14.7% 44.2% 25.8 41.4% 27.8% 49.9 31.1% 0.7% 2.0 0.9% –% 100.0% 0.3 100.0 –% 100.0% October 31, 2019 1.0% 4.8 1.6% 3.8% 8.2 4.4% 6.7% 4.8 6.5% 15.1% 5.2 13.7% 42.7% 29.4 40.8% 30.1% 46.3 32.4% 0.6% 1.0 0.6% –% 100.0% 0.3 100.0 –% 100.0% October 31, 2018 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 49 T A B L E 2 9 UNINSURED AVERAGE LOAN-TO-VALUE – Newly Originated and Newly Acquired1,2,3 Canada Atlantic provinces British Columbia6 Ontario6 Prairies6 Québec Total Canada United States Total October 31, 2019 For the 12 months ended October 31, 2018 Residential Home equity mortgages lines of credit4,5 Total Residential mortgages Home equity lines of credit4,5 Total 73% 66 68 73 73 69 70 69% 69% 62 65 70 72 66 62 65% 72% 65 67 72 73 68 68 68% 74% 66 67 73 73 68 69 68% 70% 62 65 71 73 66 61 65% 73% 64 67 72 73 67 65 67% 1 Geographic location is based on the address of the property mortgaged. 2 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. 3 Based on house price at origination. 4 HELOC loan-to-value includes first position collateral mortgage if applicable. 5 HELOC fixed rate advantage option is included in loan-to-value calculation. 6 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and the Northwest Territories is included in the Prairies region. IMPAIRED LOANS A loan is considered impaired and migrates to Stage 3 when it is 90 days or more past due for retail exposures, rated BRR 9 for non-retail exposures, or 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. Gross impaired loans excluding FDIC covered loans and other ACI loans decreased $122 million, or 4%, compared with the prior year. In Canada, impaired loans net of Stage 3 allowances increased by $92 million, or 14% in 2019. Residential mortgages, consumer instalment and other personal loans, and credit cards, had net impaired loans of $491 million, an increase of $37 million, or 8%, compared with the prior year, with contribution from all of the consumer lending portfolios. Business and government loans net of Stage 3 allowances were $253 million, an increase of $55 million, or 28%, compared with the prior year, largely due to new formations in the Canadian Commercial portfolio. In the U.S., net impaired loans decreased by $262 million, or 14% in 2019. Residential mortgages, consumer instalment and other personal loans, and credit cards, had net impaired loans of $1,200 million, a decrease of $274 million, or 19%, compared with the prior year largely refecting resolutions outpacing formations in the U.S. HELOC portfolio, including a reclassifcation to performing for certain clients current with their payments. Business and government net impaired loans were $354 million, an increase of $12 million, or 4%, compared with the prior year. Geographically, 32% of total net impaired loans were located in Canada and 68% in the U.S. The largest regional concentration of net impaired loans in Canada was in Ontario, increasing to 17% of total net impaired loans, compared with 13% in the prior year. The largest regional concentration of net impaired loans in the U.S. was in New England representing 16% of total net impaired loans, down 2% from the prior year. T A B L E 3 0 CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES1,2,3 (millions of Canadian dollars) Personal, Business and Government Loans Impaired loans as at beginning of period Classifed as impaired during the period4 Transferred to not impaired during the period Net repayments Disposals of loans Amounts written off Recoveries of loans and advances previously written off Exchange and other movements Impaired loans as at end of year 2019 2018 2017 $ 3,154 6,037 (1,272) (1,492) (292) (3,175) – 72 3,032 $ $ 3,085 5,012 (864) (1,360) (21) (2,748) – 50 $ 3,154 $ 3,509 4,724 (966) (1,556) – (2,538) – (88) $ 3,085 1 Includes customers’ liability under acceptances. 2 Excludes ACI loans, DSCL under IAS 39, and DSAC and DSOCI under IFRS 9. 3 Includes loans that are measured at FVOCI. 4 Under IFRS 9, loans are considered impaired and migrate to Stage 3 when they are insured real estate personal loans), rated BRR 9 for non-retail exposures, or when there is objective evidence that there has been a deterioration of credit quality to the extent the Bank no longer has reasonable assurance as to the timely collection of the full amount of principal and interest. 90 days or more past due for retail exposures (including Canadian government- 50 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 3 1 IMPAIRED LOANS NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY INDUSTRY SECTOR1,2,3,4 (millions of Canadian dollars, except as noted) Oct. 31 2019 Oct. 31 2018 Oct. 31 2017 Oct. 31 2016 Oct. 31 Oct. 31 2019 2015 Oct. 31 2018 Oct. 31 2017 Oct. 31 2016 Oct. 31 2015 As at Percentage of total Stage 3 allowances for loan losses impaired Gross impaired loans Net impaired loans Net impaired loans Net impaired loans Net impaired loans Net impaired loans Canada Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card5 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 $ 280 $ 27 $ 253 $ 246 $ 279 $ 385 $ 378 11.0% 10.0% 11.6% 13.9% 14.2% 147 82 51 136 696 8 2 10 15 31 1 3 – – 12 181 16 37 – 24 17 16 13 53 42 70 205 6 – 6 2 6 – 1 – – 8 39 10 18 – 11 6 16 134 29 9 66 491 2 2 4 13 25 1 2 – – 4 142 6 19 – 13 11 – 118 23 12 55 454 3 2 5 4 9 2 1 1 – 4 136 7 9 – 5 5 6 102 11 19 51 462 3 3 6 5 2 – 1 – – 11 2 15 22 – 6 8 7 140 9 20 46 600 3 7 10 9 1 2 2 – – 11 11 18 51 – 4 11 3 166 17 19 45 625 5.8 1.3 0.4 2.9 21.4 4.8 0.9 0.5 2.2 18.4 4.3 0.5 0.8 2.1 19.3 5.0 0.3 0.7 1.7 21.6 6.2 0.7 0.7 1.7 23.5 6 7 13 3 1 1 1 – 1 3 2 6 68 – 4 9 2 0.1 0.1 0.2 0.6 1.1 – 0.1 – – 0.2 6.2 0.2 0.8 – 0.6 0.5 – 0.1 0.1 0.2 0.2 0.4 0.1 – – – 0.2 5.5 0.3 0.4 – 0.2 0.2 0.2 0.1 0.1 0.2 0.2 0.1 – – – – 0.5 0.1 0.7 0.9 – 0.2 0.3 0.3 0.1 0.3 0.4 0.3 – 0.1 0.1 – – 0.4 0.4 0.7 1.8 – 0.1 0.4 0.1 0.2 0.3 0.5 0.1 – – – – – 0.1 0.1 0.2 2.6 – 0.2 0.3 0.1 12 10 9 394 $ 1,090 6 6 6 141 $ 346 6 4 3 253 $ 744 1 2 1 198 $ 652 – 5 2 92 $ 554 – – 4 137 $ 737 2 2 3 121 $ 746 0.2 0.2 0.1 11.0 32.4% – 0.1 – 8.0 26.4% – 0.2 0.1 3.8 23.1% – – 0.1 4.9 26.5% 0.1 0.1 0.1 4.5 28.0% 1 Includes customers’ liability under acceptances. 2 Primarily based on the geographic location of the customer’s address. 3 Includes loans that are measured at FVOCI. 4 Excludes ACI loans, DSCL under IAS 39, and DSAC and DSOCI under IFRS 9. 5 Credit cards are considered impaired when they are 90 days past due and written off at 180 days past due. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 51 T A B L E 3 1 IMPAIRED LOANS NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY INDUSTRY SECTOR (continued) 1,2,3,4 (millions of Canadian dollars, except as noted) Oct. 31 2019 Oct. 31 2018 Oct. 31 2017 Oct. 31 2016 As at Oct. 31 2015 Oct. 31 2019 Oct. 31 2018 Oct. 31 2017 Oct. 31 2016 Oct. 31 2015 Percentage of total Stage 3 allowances for loan losses impaired Gross impaired loans Net impaired loans Net impaired loans Net impaired loans Net impaired loans Net impaired loans $ 444 $ 26 $ 418 $ 416 $ 429 $ 418 $ 361 18.2% 16.9% 17.9% 15.0% 13.6% 455 232 5 90 1,200 796 198 6 58 1,474 795 234 4 38 1,500 863 190 4 38 1,513 780 155 5 44 1,345 19.8 10.1 0.2 3.9 52.2 32.3 8.0 0.2 2.4 59.8 33.1 9.8 0.2 1.6 62.6 31.0 6.8 0.1 1.4 54.3 29.3 5.8 0.2 1.7 50.6 United States Residential mortgages Consumer instalment and other personal HELOC Indirect Auto Other Credit card5 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 Total Net impaired loans as a % of common equity 492 258 7 342 1,543 25 72 97 1 5 15 9 – 11 34 30 4 – 1 75 44 15 37 26 2 252 343 5 6 11 – – – 1 – 2 2 6 – – – 7 6 2 20 66 86 1 5 15 8 – 9 32 24 4 – 1 68 38 13 24 97 121 2 8 28 10 1 7 11 19 3 11 1 44 37 15 27 73 100 2 12 39 9 1 9 11 20 4 17 1 46 37 26 54 87 141 1 14 24 4 12 8 29 22 4 77 – 75 43 41 68 133 201 1 11 26 7 – 8 38 30 13 6 – 74 65 40 5 27 26 399 1,942 – $ 3,032 1 1 6 45 388 – $ 734 4 26 20 354 1,554 – $ 2,298 3 15 6 342 1,816 – $ 2,468 1 6 3 344 1,844 – $ 2,398 9 25 6 535 2,048 – $ 2,785 13 31 5 569 1,914 – $ 2,660 2.81% 3.33% 3.45% 4.09% 4.24% 0.9 2.9 3.8 – 0.2 0.7 0.3 – 0.4 1.4 1.0 0.2 – – 2.9 1.7 0.6 0.2 1.1 0.9 15.4 67.6 – 1.0 3.9 4.9 0.1 0.3 1.1 0.4 – 0.3 0.5 0.8 0.1 0.5 – 1.8 1.5 0.6 0.1 0.6 0.2 13.8 73.6 – 1.1 3.1 4.2 0.1 0.5 1.6 0.4 – 0.4 0.5 0.8 0.2 0.7 – 1.9 1.6 1.1 – 0.2 0.1 14.3 76.9 – 1.9 3.1 5.0 – 0.5 0.9 0.1 0.4 0.3 1.1 0.8 0.1 2.8 – 2.7 1.6 1.5 0.3 0.9 0.2 19.2 73.5 – 2.6 5.0 7.6 – 0.4 1.0 0.3 – 0.3 1.4 1.1 0.5 0.2 – 2.8 2.4 1.5 0.5 1.2 0.2 21.4 72.0 – 100.0% 100.0% 100.0% 100.0% 100.0% 1 Includes customers’ liability under acceptances. 2 Primarily based on the geographic location of the customer’s address. 3 Includes loans that are measured at FVOCI. 4 Excludes ACI loans, DSCL under IAS 39, and DSAC and DSOCI under IFRS 9. 5 Credit cards are considered impaired when they are 90 days past due and written off at 180 days past due. 52 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 3 2 IMPAIRED LOANS NET OF STAGE 3 ALLOWANCE FOR LOAN LOSSES (NET OF COUNTERPARTY-SPECIFIC AND INDIVIDUALLY INSIGNIFICANT ALLOWANCES UNDER IAS 39) BY GEOGRAPHY1,2,3,4,5 (millions of Canadian dollars, except as noted) As at Percentage of total October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 Canada Atlantic provinces British Columbia6 Ontario6 Prairies6 Québec Total Canada United States Carolinas (North and South) Florida New England7 New Jersey New York Pennsylvania Other Total United States Total Stage 3 Gross allowances for loan losses impaired impaired loans Net impaired loans Net impaired loans Net impaired loans $ 37 102 586 286 79 1,090 119 168 415 251 371 102 516 1,942 $ 3,032 $ 13 31 204 75 23 346 15 27 48 32 47 18 201 388 $ 734 $ 24 71 382 211 56 744 104 141 367 219 324 84 315 1,554 $ 2,298 $ 30 52 315 177 78 652 108 156 442 333 354 113 310 1,816 $ 2,468 $ 29 57 196 191 81 554 97 148 441 336 366 126 330 1,844 $ 2,398 1.1% 3.1 16.6 9.2 2.4 32.4 4.5 6.1 16.0 9.5 14.1 3.7 13.7 67.6 100.0% 1.2% 2.1 12.8 7.2 3.1 26.4 4.4 6.3 17.9 13.5 14.3 4.6 12.6 73.6 100.0% 1.2% 2.4 8.2 7.9 3.4 23.1 4.0 6.2 18.4 14.0 15.3 5.2 13.8 76.9 100.0% Net impaired loans as a % of net loans 0.33% 0.37% 0.38% 1 Includes customers’ liability under acceptances. 2 Primarily based on the geographic location of the customer’s address. 3 Includes loans that are measured at FVOCI. 4 Excludes ACI loans, DSCL under IAS 39, and DSAC and DSOCI under IFRS 9. 5 Credit cards are considered impaired when they are 90 days past due and written 6 The territories are included as follows: Yukon is included in British Columbia; Nunavut is included in Ontario; and the Northwest Territories is included in the Prairies region. 7 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. off at 180 days past due. ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses including off-balance sheet positions of $5,036 million as at October 31, 2019, was comprised of Stage 3 allowance for impaired loans of $761 million, Stage 2 allowance of $1,856 million, and Stage 1 allowance of $2,415 million collectively for performing loans and off-balance sheet positions and allowance for debt securities of $4 million. Stage 3 allowances (impaired) The impaired allowance for loan losses increased $55 million, or 8%, compared with last year, primarily refecting credit migration in the Canadian Retail and Wholesale segments. Stage 1 and Stage 2 allowances (performing) As at October 31, 2019, the performing allowance was $4,271 million, up from $3,872 million as at October 31, 2018. The increase was primarily due to volume growth and credit migration. The allowance for debt securities decreased by $76 million, or 95% compared with last year primarily refecting the sale of certain debt securities. PROVISION FOR CREDIT LOSSES The PCL is the amount charged to income to bring the total allowance for credit losses, including both Stage 1 and 2 allowances (performing) and Stage 3 allowance (impaired), to a level that management considers adequate to absorb expected and incurred credit-related losses in the Bank’s loan portfolio. Provisions are reduced by any recoveries in the year. In Canada, PCL – impaired related to residential mortgages, consumer instalment and other personal loans, and credit card loans was $991 million, an increase of $111 million, or 13%, compared to 2018 refecting volume growth and credit migration. PCL – impaired related to business and government loans was $148 million, an increase of $103 million, compared with last year, primarily refecting credit migration. In the U.S., PCL – impaired related to residential mortgages, consumer instalment and other personal loans, and credit card loans was $1,390 million, an increase of $130 million, or 10%, compared to 2018, primarily refecting volume growth, seasoning, and mix in the credit card and auto portfolios. PCL – impaired related to business and government loans was $120 million, an increase of $113 million compared to 2018, primarily refecting higher provisions in the commercial portfolios. Geographically, 38% of PCL – impaired were attributed to Canada and 49% to the U.S. including recoveries in the ACI loan portfolios. The largest regional concentration of PCL – impaired in Canada was in Ontario, which represented 16% of total PCL – impaired, up from 15% in 2018. The largest regional concentration of PCL – impaired in the U.S. was in New York, representing 6% of total PCL – impaired, remaining stable from the prior year. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 53 The following table provides a summary of provisions charged to the Consolidated Statement of Income. T A B L E 3 3 PROVISION FOR CREDIT LOSSES UNDER IFRS 9 (millions of Canadian dollars) 2019 2018 Provision for credit losses – Stage 3 (impaired) Canadian Retail U.S. Retail Wholesale Banking Corporate1 Total provision for credit losses – Stage 3 Provision for credit losses – Stage 1 and Stage 2 (performing)2 Canadian Retail U.S. Retail Wholesale Banking Corporate1 Total provision for credit losses – Stage 1 and 2 Provision for credit losses $ 1,126 936 20 548 2,630 $ 927 776 (8) 471 2,166 180 146 24 49 399 $ 3,029 71 141 11 91 314 $ 2,480 1 Includes PCL on the retailer program partners’ share of the U.S. strategic cards portfolio. 2 Includes financial asset, loan commitments, and financial guarantees. T A B L E 3 4 PROVISION FOR CREDIT LOSSES UNDER IAS 39 (millions of Canadian dollars) Provision for credit losses – counterparty-specifc and individually insignifcant Counterparty-specifc Individually insignifcant Recoveries Total provision for credit losses for counterparty-specifc and individually insignifcant Provision for credit losses – incurred but not identifed Canadian Retail and Wholesale Banking1 U.S. Retail Corporate2 Total provision for credit losses – incurred but not identifed Provision for credit losses 2017 $ 40 2,575 (625) 1,990 – 144 82 226 $ 2,216 1 The incurred but not identified PCL is included in the Corporate segment results for management reporting. 2 The retailer program partners’ share of the U.S. strategic cards portfolio. T A B L E 3 5 PROVISION FOR CREDIT LOSSES BY INDUSTRY SECTOR1,2 (millions of Canadian dollars, except as noted) For the years ended Percentage of total October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 Stage 3 provision for credit losses (impaired) (Counterparty-specifc and individually insignifcant provision under IAS 39) 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 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. $ 26 $ 15 $ 22 1.0% 0.7% 1.1% 11 238 227 489 991 1 1 2 2 8 – 3 – – 7 48 9 8 – 15 15 5 7 8 11 148 $ 1,139 11 205 178 471 880 (2) 3 1 1 3 – – – – 3 2 4 (2) – 4 14 (2) 2 2 13 45 $ 925 7 245 172 485 931 – 1 1 – – – – 1 – 4 9 5 (11) – 6 11 1 1 2 5 35 $ 966 0.4 9.1 8.6 18.6 37.7 – – – – 0.3 – 0.1 – – 0.3 1.9 0.3 0.3 – 0.6 0.6 0.2 0.3 0.3 0.4 5.6 43.3% 0.5 9.5 8.2 21.7 40.6 (0.1) 0.1 – – 0.1 – – – – 0.1 0.1 0.2 (0.1) – 0.2 0.7 (0.1) 0.1 0.1 0.7 2.1 42.7% 0.4 12.3 8.6 24.4 46.8 – 0.1 0.1 – – – – 0.1 – 0.2 0.4 0.2 (0.5) – 0.3 0.5 0.1 0.1 0.1 0.2 1.8 48.6% 54 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 3 5 PROVISION FOR CREDIT LOSSES BY INDUSTRY SECTOR (continued) 1,2 (millions of Canadian dollars, except as noted) For the years ended Percentage of total 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 Total excluding other loans Other loans Debt securities classifed as loans Debt securities at amortized cost and FVOCI Acquired credit-impaired loans3 Total other loans Total Stage 3 provision for credit losses (impaired) (Counterparty-specifc and individually insignifcant provision under IAS 39) Stage 1 and 2 provision for credit losses (Incurred but not identifed provision under IAS 39) Personal, business, and government Debt securities classifed as loans Debt securities at amortized cost and FVOCI Total Stage 1 and 2 provision for credit losses (Incurred but not identifed provision under IAS 39) Total provision for credit losses 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. 3 Includes all FDIC covered loans and other ACI loans. October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 $ 10 $ 13 $ 7 0.4% 0.7% 0.4% (12) 318 180 894 1,390 3 4 7 – 1 2 – – 1 7 15 (1) – 18 27 8 2 2 16 15 120 1,510 2,649 n/a – (19) (19) 15 272 155 805 1,260 (2) (4) (6) – 1 7 (1) – – – 1 2 (7) – (1) – 1 1 (4) 13 7 1,267 2,192 n/a – (26) (26) 7 229 128 688 1,059 1 (3) (2) – (1) 19 1 (7) (2) (6) 7 (1) (15) (1) 3 – (6) (1) 1 16 5 1,064 2,030 (2) n/a (38) (40) (0.4) 12.1 6.8 34.0 52.9 0.1 0.2 0.3 – – – – – – 0.3 0.6 – – 0.7 1.1 0.3 – – 0.6 0.6 4.5 57.4 100.7 n/a – (0.7) (0.7) 0.7 12.5 7.2 37.1 58.2 (0.1) (0.2) (0.3) – – 0.3 – – – – – 0.1 (0.3) – – – – – (0.2) 0.7 0.3 58.5 101.2 n/a – (1.2) (1.2) 0.4 11.5 6.4 34.5 53.2 0.1 (0.2) (0.1) – (0.1) 1.0 0.1 (0.4) (0.1) (0.3) 0.4 (0.1) (0.8) (0.1) 0.2 – (0.3) (0.1) 0.1 0.8 0.2 53.4 102.0 (0.1) n/a (1.9) (2.0) $ 2,630 $ 2,166 $ 1,990 100.0% 100.0% 100.0% $ 400 n/a (1) 399 $ 3,029 $ 306 n/a 8 314 $ 2,480 $ 237 (11) n/a 226 $ 2,216 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 55 T A B L E 3 6 PROVISION FOR CREDIT LOSSES BY GEOGRAPHY1,2,3 (millions of Canadian dollars, except as noted) For the years ended Percentage of total October 31 2019 October 31 2018 October 31 2017 October 31 2019 October 31 2018 October 31 2017 Canada Atlantic provinces British Columbia4 Ontario4 Prairies4 Québec Total Canada United States Carolinas (North and South) Florida New England5 New Jersey New York Pennsylvania Other6 Total United States Total excluding other loans Other loans7 Total Stage 3 provision for credit losses (impaired) (Counterparty-specifc and individually insignifcant provision under IAS 39) Stage 1 and 2 provision for credit losses (incurred but not identifed provision under IAS 39) Total provision for credit losses Provision for credit losses as a % of average net loans and acceptances6 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 Stage 3 provision for credit losses (impaired) (Counterparty-specifc and individually insignifcant provision under IAS 39) Stage 1 and 2 provision for credit losses (Incurred but not identifed provision under IAS 39) Total provision for credit losses as a % of average net loans and acceptances $ 80 120 490 302 147 1,139 63 112 161 128 174 61 811 1,510 2,649 (19) $ 74 106 361 262 122 925 54 93 148 107 142 51 672 1,267 2,192 (26) $ 75 109 374 258 150 966 42 77 112 95 143 52 543 1,064 2,030 (40) 2.6% 4.0 16.2 10.0 4.8 37.6 2.1 3.7 5.3 4.2 5.7 2.0 26.8 49.8 87.4 (0.6) 3.0% 4.3 14.5 10.6 4.9 37.3 2.2 3.7 6.0 4.3 5.7 2.1 27.1 51.1 88.4 (1.1) 3.4% 4.9 16.9 11.6 6.8 43.6 1.9 3.5 5.1 4.3 6.4 2.3 24.5 48.0 91.6 (1.8) 2,630 2,166 1,990 86.8 87.3 89.8 399 $ 3,029 314 $ 2,480 226 $ 2,216 13.2 100.0% 12.7 100.0% 10.2 100.0% October 31 2019 October 31 2018 October 31 2017 0.01% 0.65 0.13 0.25 0.03 2.28 0.10 0.69 – 0.39 (5.29) 0.39 0.06 0.01% 0.63 0.04 0.21 0.04 2.18 0.01 0.63 – 0.34 (4.97) 0.34 0.05 0.01% 0.73 0.04 0.24 0.03 1.92 – 0.55 – 0.34 (1.47) 0.33 0.04 0.44% 0.39% 0.36% 1 Primarily based on the geographic location of the customer’s address. 2 Includes loans that are measured at FVOCI. 3 Includes customers’ liability under acceptances. 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 The states included in New England are as follows: Connecticut, Maine, Massachusetts, New Hampshire, and Vermont. 6 Other includes PCL attributable to other states/regions including those outside TD’s core U.S. geographic footprint. 7 Other loans include DSCL, DSAC and FVOCI, and ACI. 56 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 Counterparty1 (millions of Canadian dollars) As at Loans and commitments2 Derivatives, repos, and securities lending3 Trading and investment portfolio4,5 Country Corporate Sovereign Financial Total Corporate Sovereign Financial Total Corporate Sovereign Financial Total Total Exposure6 GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe Belgium Finland France Germany Netherlands Norway Sweden Switzerland United Kingdom Other7 Total Rest of Europe Total Europe GIIPS Greece Italy Ireland Portugal Spain Total GIIPS Rest of Europe Belgium Finland France Germany Netherlands Norway Sweden Switzerland United Kingdom Other7 Total Rest of Europe Total Europe $ – $ – – – – – – $ – – – 36 36 – $ 1 296 – 63 360 – $ 1 296 – 99 396 – $ – 14 – – 14 – $ – – 56 – 56 – $ 4 247 1 125 377 – 4 261 57 125 447 $ – $ 13 – 2 25 40 – $ – – – 588 588 – $ 6 1 – 56 63 – $ 19 1 2 669 691 – 24 558 59 893 1,534 October 31, 2019 263 – 576 1,301 485 – – 664 3,218 – 6,507 1,326 190 1,646 2,678 1,576 346 302 1,344 10,030 1,028 20,466 $ 6,507 $ 4,888 $ 1,144 $ 12,539 $ 3,771 $ 3,350 $ 13,792 $ 20,913 428 109 1,936 1,979 1,073 413 25 778 5,190 212 12,143 511 141 1,118 1,163 687 38 109 981 7,880 787 13,415 803 – 23 683 412 1 – 363 1,457 15 3,757 – 93 1,163 628 477 410 12 58 1,919 92 4,852 12 49 505 832 477 307 193 – 693 226 3,294 165 16 197 50 111 3 13 56 53 120 784 10 – 162 256 65 3 20 19 155 7 697 82 940 3,508 8,525 2,945 563 1,420 – 864 1,167 20,014 1,851 5 1,261 22 7,436 184 13,577 139 5,933 274 2,003 678 2,405 638 2,231 90 17,866 1,627 2,473 59 57,036 3,716 $ 737 $ 20,602 $ 3,779 $ 25,118 $ 58,570 97 962 3,854 8,920 3,284 1,244 2,078 109 2,646 1,233 24,427 $ – $ – – – – – – $ 178 – – 30 208 – $ 1 197 – 56 254 – $ 179 197 – 86 462 – $ – 17 – – 17 – $ – – 139 – 139 – $ 3 268 56 61 388 – 3 285 195 61 544 $ – $ – $ 26 – 1 23 50 22 – – 522 544 – $ 5 – – – 5 – $ 53 – 1 545 599 – 235 482 196 692 1,605 October 31, 2018 263 – 579 1,106 509 121 – 997 2,872 – 6,447 660 146 2,520 2,181 1,141 362 522 2,164 11,379 1,022 22,097 $ 6,447 $ 3,168 $ 1,330 $ 10,945 $ 2,604 $ 3,485 $ 16,552 $ 22,641 488 141 1,226 1,670 1,409 159 162 1,144 3,973 111 10,483 486 110 1,822 933 362 54 235 2,127 9,262 773 16,164 140 – 77 443 273 20 – 37 1,558 39 2,587 – 141 514 354 706 33 67 58 1,082 5 2,960 225 – 133 210 194 5 95 89 19 106 1,076 34 36 621 805 506 288 287 – 559 210 3,346 40 – 122 240 44 24 15 39 336 3 863 94 1,071 5,613 7,779 3,717 426 1,548 – 857 1,403 22,508 1,284 2 1,358 – 9,657 176 11,933 63 6,576 265 1,601 630 2,891 644 3,372 25 18,974 2,429 2,605 66 60,251 4,300 $ 913 $ 23,052 $ 4,305 $ 28,270 $ 61,856 136 1,071 5,911 8,082 4,026 1,080 2,207 64 3,622 1,472 27,671 1 Certain comparative amounts have been reclassified to conform with the 4 Trading and investment portfolio includes deposits. Trading exposures are net presentation adopted in the current period. of eligible short positions. 2 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, 2019, or October 31, 2018. 5 The fair values of the GIIPS exposures in Level 3 in the trading and investment portfolio were not significant as at October 31, 2019 and October 31, 2018. 6 The reported exposures do not include $26 million of protection the Bank 3 Exposures are calculated on a fair value basis and are net of collateral. Total market value of pledged collateral is $1.1 billion (October 31, 2018 – $0.4 billion) for GIIPS and $84.5 billion for the rest of Europe (October 31, 2018 – $66 billion). Derivatives are presented as net exposures where there is an International Swaps and Derivatives Association master netting agreement. purchased through CDS (October 31, 2018 – $186 million). 7 Other European exposure is distributed across 10 countries (October 31, 2018 – 11 countries), each of which has a net exposure including loans and commitments, derivatives, repos and securities lending, and trading and investment portfolio below $1 billion as at October 31, 2019. Of the Bank’s European exposure, approximately 96% (October 31, 2018 – 96%) is to counterparties in countries rated either Aa3 or better by Moody’s Investor Services (Moody’s) or AA or better by Standard & Poor’s (S&P), with the majority of this exposure to the sovereigns themselves or 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, 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 57 In addition to the European exposure identifed above, the Bank also has $14 billion (October 31, 2018 – $11.2 billion) of exposure to supranational entities with European sponsorship and $2.9 billion (October 31, 2018 – $1 billion) of indirect exposure to European collateral from non-European counterparties related to repurchase and securities lending transactions that are margined daily. 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. GROUP FINANCIAL CONDITION Capital Position T A B L E 3 8 CAPITAL STRUCTURE AND RATIOS – Basel III (millions of Canadian dollars, except as noted) Common Equity Tier 1 Capital 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 fow hedge reserve Shortfall of provisions to expected losses Gains and losses due to changes in own credit risk on fair valued liabilities Defned beneft pension fund net assets (net of related tax liability) Investment in own shares Signifcant investments in the common stock of banking, fnancial, 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 Signifcant investments in the capital of banking, fnancial, 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 qualifying Tier 2 instruments plus related stock surplus Directly issued capital instruments subject to phase out from Tier 2 Collective allowances Tier 2 Capital before regulatory adjustments Tier 2 regulatory adjustments Signifcant investments in the capital of banking, fnancial, 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 assets1 Common Equity Tier 1 Capital Tier 1 Capital Total Capital Capital Ratios and Multiples 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) Leverage ratio2 1 Each capital ratio has its own RWA measure due to the OSFI-prescribed scalar for inclusion of the CVA. For fiscal 2019, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are all 100%. For fiscal 2018, the scalars were 80%, 83%, and 86%, respectively. 58 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 2019 2018 $ 21,828 49,497 10,581 81,906 $ 21,267 46,145 6,639 74,051 (19,712) (2,389) (245) (1,389) (1,148) (132) (13) (22) (1,814) (26,864) 55,042 5,795 1,196 – 6,991 (350) (350) 6,641 61,683 10,527 198 1,874 12,599 (19,285) (2,236) (317) 2,568 (953) (115) (113) (123) (1,088) (21,662) 52,389 4,996 2,455 245 7,696 (350) (350) 7,346 59,735 8,927 198 1,734 10,859 (160) (160) 12,439 74,122 $ (160) (160) 10,699 $ 70,434 $ 455,977 455,977 455,977 $ 435,632 435,780 435,927 12.1% 13.5 16.3 4.0 12.0% 13.7 16.2 4.2 2 The leverage ratio is calculated as Tier 1 Capital divided by leverage exposure, as defined. THE BANK’S CAPITAL MANAGEMENT OBJECTIVES The Bank’s capital management objectives are: • To be an appropriately capitalized fnancial institution as determined by: – the Bank’s Risk Appetite Statement (RAS); – capital requirements defned by relevant regulatory authorities; and – the Bank’s internal assessment of capital requirements consistent with the Bank’s risk profle and risk tolerance levels. • To have the most economically achievable weighted-average cost of capital, consistent with preserving the appropriate mix of capital elements to meet targeted capitalization levels. • To ensure ready access to sources of appropriate capital, at reasonable 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 overall 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 Treasury and Balance Sheet Management (TBSM) group manages capital for the Bank and is responsible for forecasting and monitoring compliance with capital targets. The Board of Directors (the “Board”) oversees capital adequacy risk management. The Bank continues to hold suffcient capital levels to ensure that fexibility 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 Economic capital is the Bank’s internal measure of capital requirements and is one of the key components in the Bank’s assessment of internal capital adequacy. 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 utilized to fund acquisitions or investments to support future earnings growth. The Bank uses internal models to determine the amount of risk- based capital required to support the risks resulting from the Bank’s business operations. Characteristics of these models are described in the “Managing Risk” section of this document. The objective of the Bank’s economic capital framework is to hold risk-based capital to cover unexpected losses in a manner consistent with the Bank’s capital management objectives. The Bank operates its capital regime under the Basel Capital Framework. Consequently, in addition to addressing Pillar 1 risks covering credit risk, market risk, and operational risk, the Bank’s economic capital framework captures other material Pillar 2 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 classifed as “Other”, namely business risk, insurance risk, and risks associated with the Bank’s signifcant investments. The framework also captures diversifcation benefts across risk types and business segments. Please refer to the “Economic Capital and Risk-Weighted Assets by Segment” section for a business segment breakdown of the Bank’s economic capital. REGULATORY CAPITAL Capital requirements of the Basel Committee on Banking 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. Risk sensitive regulatory capital ratios are calculated by dividing CET1, Tier 1, and Total Capital by their respective RWA, inclusive of any minimum requirements outlined under the regulatory foor. In 2015, Basel III implemented a non-risk sensitive leverage ratio to act as a supplementary measure to the risk-sensitive capital requirements. The objective of the leverage ratio is to constrain the build-up of excess leverage in the banking sector. The leverage ratio is calculated by dividing Tier 1 Capital by leverage exposure which is primarily comprised of on-balance sheet assets with adjustments made to derivative and securities fnancing transaction exposures, and credit equivalent amounts of off-balance sheet exposures. OSFI’s Capital Requirements under Basel III OSFI’s Capital Adequacy Requirements (CAR) guideline details how the Basel III capital rules apply to Canadian banks. From fscal 2014 to 2018, the CVA capital charge was phased-in based on a scalar approach. For fscal 2018, the scalars inclusion of CVA for CET1, Tier 1, and Total Capital RWA were 80%, 83%, and 86%, respectively. For fscal 2019, the CVA has been fully phased-in. Effective January 1, 2013, all newly issued non-common Tier 1 and Tier 2 Capital instruments must include NVCC provisions to qualify as regulatory capital. NVCC provisions require the conversion of non-common capital instruments into a variable number of common shares of the Bank upon the occurrence of a trigger event as defned in the guidance. 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. The CAR guideline contains two methodologies for capital ratio calculation: (1) the “transitional” method; and (2) the “all-in” method. 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, Tier 1 Capital, and Total Capital ratio minimum requirements to 7%, 8.5%, and 10.5%, respectively. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 59 In March 2013, OSFI designated the six major Canadian banks as Effective in the second quarter of 2018, OSFI implemented a revised domestic systemically important banks (D-SIBs), for which a 1% common equity capital surcharge is in effect from January 1, 2016. As a result, the six Canadian banks designated as D-SIBs, including TD, are required to meet an “all-in” Pillar 1 target CET1, Tier 1, and Total Capital ratios of 8%, 9.5%, and 11.5%, respectively. On November 22, 2019, the Bank was designated as a Global Systemically Important Bank (G-SIB) by the Financial Stability Board (FSB). As a result of the designation, the Bank would be subject to an additional loss absorbency requirement (CET1 as a percentage of RWA) of 1% under applicable FSB member authority requirements; however, in accordance with OSFI’s CAR guideline, for Canadian banks designated as a G-SIB, the higher of the D-SIB and G-SIB surcharges will apply. As the D-SIB surcharge is currently equivalent to the 1% G-SIB common equity ratio requirement, the Bank’s G-SIB designation has no additional impact on the Bank’s minimum CET1 regulatory requirements. For further detail please refer to the Global Systemically Important Bank’s Designation and Disclosure section. At the discretion of OSFI, a common equity countercyclical capital buffer (CCB) within a range of 0% to 2.5% may be imposed. The primary objective of the CCB is to protect the banking sector against future potential losses resulting from periods of excess aggregate credit growth that have often been associated with the build-up of system-wide risk. The CCB is an extension of the capital conservation buffer and must be met with CET1 capital. The CCB is calculated using the weighted-average of the buffers deployed in Canada and across BCBS member jurisdictions and selected non-member jurisdictions to which the bank has private sector credit exposures. Effective November 1, 2017, OSFI required D-SIBs and foreign bank subsidiaries in Canada to comply with the CCB regime, phased-in according to the transitional arrangements. As a result, the maximum countercyclical buffer relating to foreign private sector credit exposures was capped at 1.25% of total RWA in the frst quarter of 2017 and increases each subsequent year by an additional 0.625%, to reach its fnal maximum of 2.5% of total RWA in the frst quarter of 2019. As at October 31, 2019, the CCB is only applicable to private sector credit exposures located in France, Hong Kong, Sweden, Norway, and the United Kingdom. Based on the allocation of exposures and buffers currently in place in France, Hong Kong, Sweden, Norway, and the United Kingdom, the Bank’s countercyclical buffer requirement is 0% as at October 31, 2019. On June 25, 2018, OSFI provided greater transparency related to previously undisclosed Pillar 2 CET1 capital buffer through the introduction of the public Domestic Stability Buffer (DSB). The DSB is held by D-SIBs against Pillar 2 risks associated with systemic vulnerabilities including, but not limited to: i) Canadian consumer indebtedness; ii) asset imbalances in the Canadian market; and iii) Canadian institutional indebtedness. The level of the buffer ranges between 0% and 2.5% of total RWA and must be met with CET1 Capital. At a minimum, OSFI will review the buffer semi-annually and any changes will be made public. The buffer was originally set at 1.5%. In December 2018, OSFI announced that the DSB would be increased to 1.75% as of April 30, 2019. In June 2019, OSFI announced the DSB would be further increased by 25 bps to 2% as of October 31, 2019, effectively raising the CET1 target to 10%, inclusive of the DSB. A breach of the buffer will not automatically constrain capital distributions; however, OSFI will require a remediation plan. methodology for calculating the regulatory capital foor. The revised foor is based on the Basel II standardized approach, with the foor factor transitioned in over three quarters. The foor was fully transitioned, to a factor of 75%, in the fourth quarter of fscal 2018. The Bank is not constrained by the capital foor. In the frst quarter of 2019, the Bank implemented the revised CAR guidelines related to the domestic implementation of the standardized approach for measuring counterparty credit risk (SA-CCR), capital requirements for bank exposures to central counterparties, as well as revisions to the securitization framework. The leverage ratio is calculated as per OSFI’s Leverage Requirements guideline and has a regulatory minimum requirement of 3%. The Canadian Bail-in regime, including OSFI’s Total Loss Absorbing Capacity (TLAC) guideline, came into effect on September 23, 2018. Under this guideline, the Bank is required to meet target TLAC requirements by November 1, 2021. The Bank is currently subject to a target risk-based TLAC ratio of 23.50% of RWA and a TLAC leverage ratio of 6.75%. There is no impact to the supervisory target risk-based TLAC ratio or TLAC leverage ratio requirements as a result of the Bank’s G-SIB designation. 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 specifes methodologies for the measurement of credit, trading market, and operational risks. The Bank uses the advanced approaches for the majority of its portfolios. In the U.S. Retail segment, the Bank calculates the majority of the retail portfolio’s, and certain other portfolio’s, credit RWA using the Advanced Internal Ratings-Based (AIRB) approach. The remaining assets in the U.S. Retail segment continue to use the standardized approach for credit risk. 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 Life Insurance Capital Adequacy 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, 2019, the Bank’s CET1, Tier 1, and Total Capital ratios were 12.1%, 13.5%, and 16.3%, respectively. Compared with the Bank’s CET1 Capital ratio of 12.0% at October 31, 2018, the CET1 Capital ratio, as at October 31, 2019, increased due to organic capital growth, partially offset by common shares repurchased, actuarial losses on employee beneft plans, the loyalty agreement with Air Canada, and the acquisition of Greystone. As at October 31, 2019, the Bank’s leverage ratio was 4.0%. Compared with the Bank’s leverage ratio of 4.2% at October 31, 2018, the leverage ratio, as at October 31, 2019, decreased due to common shares repurchased, actuarial losses on employee beneft plans, an increase in exposure resulting from the implementation of the SA-CCR in the frst quarter of 2019, and business growth in all segments, partially offset by organic capital growth. 60 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Common Equity Tier 1 Capital CET1 Capital was $55 billion as at October 31, 2019. Earnings growth contributed the majority of CET1 Capital growth in the year. Capital management funding activities during the year included the common share issuance of $482 million under the dividend reinvestment plan and from stock option exercises. Tier 1 and Tier 2 Capital Tier 1 Capital was $62 billion as at October 31, 2019, consisting of CET1 Capital and Additional Tier 1 Capital of $55 billion and $7 billion, respectively. Tier 1 Capital management activities during the year consisted of the issuance of $350 million non-cumulative Rate Reset Preferred Shares, Series 22 and $450 million non-cumulative Rate Reset Preferred Shares, Series 24, both of which included NVCC Provisions to ensure loss absorbency at the point of non-viability. On December 31, 2018, TD Capital Trust III, a subsidiary of the Bank, redeemed all of the outstanding TD Capital Trust III Securities – Series 2008 at a price of $1 billion plus the unpaid distribution payable on the redemption date. On June 30, 2019, TD Capital Trust IV redeemed all of the outstanding $550 million TD Capital Trust IV Notes – Series 1 at a redemption price of 100% of the principal amount plus any accrued and unpaid interest payable on the date of redemption. Tier 2 Capital was $12 billion as at October 31, 2019. Tier 2 Capital management activities during the year consisted of the issuance of $1.75 billion 3.06% subordinated debentures due January 26, 2032, which included NVCC Provisions to ensure loss absorbency at the point of non-viability. 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 capital modelling and stress testing practices which help inform the Bank’s overall CAR. The ICAAP is led by TBSM and is supported by numerous functional areas who together help assess the Bank’s internal capital adequacy. This assessment ultimately represents the capacity to bear risk in congruence with the Bank’s risk profle and RAS. TBSM assesses and monitors the overall adequacy of the Bank’s available capital in relation to both internal and regulatory capital requirements under normal and stressed conditions. DIVIDENDS At October 31, 2019, the quarterly dividend was $0.74 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 $2.89 per share (2018 – $2.61). For cash dividends payable on the Bank’s preferred shares, refer to Note 21 of the 2019 Consolidated Financial Statements. As at October 31, 2019, 1,812 million common shares were outstanding (2018 – 1,828 million). The Bank’s ability to pay dividends is subject to the requirements of the Bank Act and OSFI. Refer to Note 21 of the 2019 Consolidated Financial Statements for further information on dividend restrictions. NORMAL COURSE ISSUER BID On October 24, 2019, the Bank announced that, subject to the approval of OSFI and the Toronto Stock Exchange (TSX), it intends to terminate its current normal course issuer bid (Current NCIB) and launch a new normal course issuer bid (New NCIB) to repurchase for cancellation up to 30 million of its common shares. The Current NCIB to repurchase up to 20 million common shares commenced on June 18, 2019 and is scheduled to terminate on June 17, 2020 unless terminated earlier in accordance with its terms. The Bank has repurchased all 20 million of its common shares under the Current NCIB, at an average price of $75.35 per share for a total amount of $1.5 billion. During the year ended October 31, 2019, the Bank repurchased an aggregate of 30 million common shares under the Current NCIB and a prior NCIB, at an average price of $74.48 per share, for a total amount of $2.2 billion. During the year ended October 31, 2018, the Bank repurchased 20 million common shares under its then current NCIB at an average price of $75.07 per share for a total amount of $1.5 billion. 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 are included in the following table. T A B L E 3 9 COMMON EQUITY TIER 1 CAPITAL RISK-WEIGHTED ASSETS1 (millions of Canadian dollars) Credit risk Retail Residential secured Qualifying revolving retail Other retail Non-retail Corporate Sovereign Bank Securitization exposures Equity exposures Exposures subject to standardized or Internal Ratings-Based (IRB) approaches Adjustment to IRB RWA for scaling factor Other assets not included in standardized or IRB approaches Total credit risk Market risk Operational risk Total As at October 31 2019 October 31 2018 $ 33,397 $ 31,280 29,276 44,564 35,693 44,885 191,753 8,997 8,540 11,533 4,775 182,685 8,370 9,001 13,142 1,173 339,573 11,062 319,491 10,189 37,536 388,171 12,200 55,606 40,364 370,044 13,213 52,375 $ 455,977 $ 435,632 1 Each capital ratio has its own RWA measure due to the OSFI-prescribed scalar for inclusion of the CVA. For fiscal 2019, the scalars for inclusion of CVA for CET1, Tier 1 and Total Capital RWA are all 100%. For fiscal 2018, the scalars were 80%, 83%, and 86%, respectively. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 61 ECONOMIC CAPITAL AND RISK-WEIGHTED ASSETS BY SEGMENT The following chart provides a breakdown of the Bank’s RWA and economic capital as at October 31, 2019. RWA reflects capital requirements assessed based on regulatory prescribed rules for credit risk, trading market risk, and operational risk. Economic capital reflects the Bank’s internal view of capital requirements for these risks as well as risks not captured within the assessment of RWA as described in the “Economic Capital” section of this document. The results shown in the chart do not reflect attribution of goodwill and intangibles. For additional 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 65% 9% 9% 17% TD Bank Group CET1 RWA1 Credit Risk $ 388,171 Trading Market Risk $ 12,200 $ 55,606 Operational Risk Corporate Canadian Retail U.S. Retail2 Wholesale Banking • Global Markets • Corporate and Investment Banking • Other • Treasury and Balance Sheet Management • Other Control and Service Functions • Personal Deposits • Consumer Lending • Credit Cards Services • Auto Finance • Commercial Banking • Small Business Banking • Advice-based Wealth Business • Asset Management • TD Ameritrade • Personal Deposits • Consumer Lending • Real Estate Secured Lending • Credit Cards and Merchant Solutions • Auto Finance • Commercial Banking • Small Business Banking • Direct Investing • Advice-based Wealth Business • Asset Management • Property and Casualty Insurance • Life and Health Insurance Economic Capital (%) Credit Risk Market Risk Operational Risk Other Risks 76% 4% 7% 13% Credit Risk Market Risk Operational Risk Other Risks 60% 6% 10% 24% Credit Risk Market Risk Operational Risk Other Risks 65% 19% 8% 8% Credit Risk Market Risk Operational Risk Other Risks 38% 30% 12% 20% CET1 RWA1 Credit Risk Trading Market Risk $ Operational Risk $ 107,950 – $ 10,424 Credit Risk Trading Market Risk $ Operational Risk $ 220,885 – $ 27,521 Credit Risk $ 51,883 Trading Market Risk $ 12,200 7,889 Operational Risk $ Credit Risk $ Trading Market Risk $ $ Operational Risk 7,453 – 9,772 1 Amounts are in millions of Canadian dollars 2 U.S. Retail includes TD Ameritrade in Other Risks for Economic Capital 62 TD BANK GROUP ANNUAL REPORT 2019 MANAGEMENT’S DISCUSSION AND ANALYSISAll series of preferred shares – Class A include NVCC provisions. If a NVCC trigger event were to occur, the maximum number of common shares that could be issued, assuming there are no declared and unpaid dividends on the respective series of preferred shares at the time of conversion, would be 1.2 billion in aggregate. For NVCC subordinated notes and debentures, if a NVCC trigger event were to occur, the maximum number of common shares that could be issued, assuming there is no accrued and unpaid interest on the respective subordinated notes and debentures, would be 3.1 billion in aggregate. The following subordinated debentures contain NVCC provisions: the 2.692% subordinated debentures due June 24, 2025, 2.982% subordinated debentures due September 30, 2025, 3.589% subordinated debentures due September 14, 2028, 3.224% subordinated debentures due July 25, 2029, 4.859% subordinated debentures due March 4, 2031, 3.625% subordinated debentures due September 15, 2031, and the 3.06% subordinated debentures due January 26, 2032. Refer to Note 19 of the Bank’s 2019 Consolidated Financial Statements for additional details. Future Regulatory Capital Developments In November 2019, BCBS published a consultation document which proposes a set of targeted adjustments to the CVA risk framework that was issued in December 2017. The revisions aim to align the revised CVA risk framework with the minimum capital requirements for market risk and the capital requirements for bank exposures to central counterparties. In November 2019, BCBS released a discussion paper on sovereign disclosures. The BCBS is seeking views on three potential disclosure templates, which would require banks to disclose their sovereign exposures and RWA by jurisdictional breakdown, currency, and accounting classifcation. In November 2019, BCBS released a discussion paper on market risk disclosures. The discussion paper proposes changes to the January 1, 2022 version of the Pillar 3 market risk tables/templates to refect changes from the new minimum capital requirements for market risk, published in January 2019. In October 2019, the U.S. Federal Reserve Board fnalized the risk-based tailoring rule for domestic bank holding companies and foreign banking organizations (FBOs). The rule further tailors the regulatory framework for enhanced prudential standards and the U.S. Basel III capital and liquidity requirements. The fnal rule classifes institutions into different categories, and applies different regulatory requirements, based on an assessment of fve risk-based indicators: size, cross-jurisdictional activity, reliance on weighted short-term wholesale funding, non-bank assets, and off-balance sheet exposures. TD Group US Holding LLC (TDGUS) will be a category III institution, effective December 31, 2019. As these are U.S. regulatory rules, the Bank does not expect there to be an impact to capital at the consolidated Bank level. In July 2019, in consideration of the fnal Basel III revisions published by the BCBS in December 2017, OSFI published guidance related to the capital requirements for operational risk. Banks currently approved to use the Advanced Measurement Approach (AMA) will be required to use a revised Basel III standardized approach when the revised requirements are implemented in Canada in the frst quarter of 2021. To facilitate implementation of the revised requirements, OSFI is providing a transition period for fscal 2020, during which time banks currently reporting under AMA, should report operational risk capital using the current standardized approach. T A B L E 4 0 EQUITY AND OTHER SECURITIES1 (millions of shares/units, except as noted) Common shares outstanding Treasury shares – common Total common shares Stock options Vested Non-vested Preferred shares – Class A Series 12 Series 33 Series 5 Series 7 Series 9 Series 11 Series 12 Series 14 Series 16 Series 18 Series 20 Series 224 Series 245 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 20086 Debt issued by TD Capital Trust IV: TD Capital Trust IV Notes – Series 17 TD Capital Trust IV Notes – Series 2 TD Capital Trust IV Notes – Series 3 As at October 31 2019 October 31 2018 Number of shares/units Number of shares/units 1,812.5 (0.6) 1,811.9 1,830.4 (2.1) 1,828.3 4.7 8.1 4.7 8.4 20.0 20.0 20.0 14.0 8.0 6.0 28.0 40.0 14.0 14.0 16.0 14.0 18.0 232.0 (0.3) 231.7 20.0 20.0 20.0 14.0 8.0 6.0 28.0 40.0 14.0 14.0 16.0 – – 200.0 (0.3) 199.7 – 1,000.0 – 450.0 750.0 550.0 450.0 750.0 1 For further details, including the principal amount, conversion and exchange features, and distributions, refer to Note 21 of the 2019 Consolidated Financial Statements. 2 On October 16, 2019, the Bank announced that none of its 20 million Non-Cumulative 5-Year Rate Reset Preferred Shares NVCC, Series 1 (the “Series 1 Shares”) would be converted on October 31, 2019, into Non-Cumulative Floating Rate Preferred Shares NVCC, Series 2. As previously announced on October 1, 2019, the dividend rate for the Series 1 Shares for the 5-year period from and including October 31, 2019, but excluding October 31, 2024, will be 3.662%. 3 On July 18, 2019, the Bank announced that none of its 20 million Non-Cumulative 5-Year Rate Reset Preferred Shares NVCC, Series 3 (the “Series 3 Shares”) would be converted on July 31, 2019, into Non-Cumulative Floating Rate Preferred Shares NVCC, Series 4. As previously announced on July 2, 2019, the dividend rate for the Series 3 Shares for the 5-year period from and including July 31, 2019, but excluding July 31, 2024, will be 3.681%. 4 Non-Cumulative 5-Year Rate Reset Preferred Shares (NVCC), Series 22 (the “Series 22 Shares”) issued by the Bank on January 28, 2019, at a price of $25 per share, with quarterly non-cumulative cash dividends on these shares, if declared, payable at a per annum rate of 5.20% for the initial period ending April 30, 2024. Thereafter, the dividend rate will reset every five years equal to the then five-year Government of Canada bond yield plus 3.27%. Holders of these shares will have the right to convert their shares into non-cumulative NVCC Floating Rate Preferred Shares, Series 23, subject to certain conditions, on April 30, 2024, and on April 30 every five years thereafter. Holders of the Series 23 Shares will be entitled to receive quarterly floating rate dividends, if declared, at a rate equal to the three- month Government of Canada Treasury Bill yield plus 3.27%. The Series 22 Shares are redeemable by the Bank, subject to regulatory consent, at $25 per share on April 30, 2024, and on April 30 every five years thereafter. 5 Non-Cumulative 5-Year Rate Reset Preferred Shares (NVCC), Series 24 (the “Series 24 Shares”) issued by the Bank on June 4, 2019, at a price of $25 per share, with quarterly non-cumulative cash dividends on these shares, if declared, payable at a per annum rate of 5.10% for the initial period ending July 31, 2024. Thereafter, the dividend rate will reset every five years equal to the then five-year Government of Canada bond yield plus 3.56%. Holders of these shares will have the right to convert their shares into non-cumulative NVCC Floating Rate Preferred Shares, Series 25, subject to certain conditions, on July 31, 2024, and on July 31 every five years thereafter. Holders of the Series 25 Shares will be entitled to receive quarterly floating rate dividends, if declared, at a rate equal to the three- month Government of Canada Treasury Bill yield plus 3.56%. The Series 24 Shares are redeemable by the Bank, subject to regulatory consent, at $25 per share on July 31, 2024, and on July 31 every five years thereafter. 6 TD Capital Trust III redeemed all of the outstanding TD Capital Trust III Securities – Series 2008 on December 31, 2018. 7 TD Capital Trust IV redeemed all of the outstanding TD Capital Trust IV Notes – Series 1 on June 30, 2019. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 63 In June 2019, BCBS published a revision to align the leverage ratio measurement of client cleared derivatives with the measurement defned per the SA-CCR as used for risk-based capital requirements. This treatment will permit both cash and non-cash forms of segregated initial margin and cash and non-cash variation margin received from a client to offset the replacement cost and potential future exposure for client cleared derivatives only. The revisions are effective as of January 1, 2022. In June 2019, BCBS published revisions to leverage ratio disclosure requirements. The revisions set out additional requirements for banks to disclose their leverage ratios based on quarter-end and on daily average value of securities fnancing transactions. This change is effective as of January 1, 2022. In April 2019, OSFI published the fnal version of its guideline B-2: Large Exposure Limits for D-SIBs. The guideline outlines practices for the management of risk related to large exposures and provides additional guidance on methods for identifying, measuring, managing, and monitoring large exposures. The guideline introduces tighter limits for exposures to both G-SIBs and to other Canadian D-SIBs, recognizes eligible credit risk mitigation techniques by measuring exposure on a net basis rather than a gross basis, and reduces the eligible capital base from Total Capital to Tier 1 Capital. The guideline is effective November 1, 2019. In January 2019, BCBS published the fnal minimum capital requirements for market risk standard. The key aspects of the standard include: clarifcation on the scope; a refned standardized approach for foreign exchange risk and index instruments; revised standardized risk weights applicable to general interest rate risk, foreign exchange, and certain other exposures; revisions to the assessment process relating to internal models refecting the risks on individual trading desks; and revisions related to identifcation of risk factors that are eligible for internal modelling. The standard is effective January 1, 2022. In December 2018, BCBS published the fnal “Pillar 3 disclosure requirements – updated framework”. The framework includes disclosure revisions and additions arising from the fnalization of the Basel III reforms related to the following areas: credit risk, operational risk, leverage ratio, CVA risk; RWA calculated by the Bank’s internal models and under standardized approaches; and an overview of risk management, RWA, and key prudential metrics. The framework also contains new disclosure requirements related to asset encumbrance and capital distribution constraints. These disclosure requirements, together with the frst and second phase of the revised Pillar 3 disclosure requirements, issued in January 2015 and March 2017 respectively, complete the Pillar 3 framework. The disclosure requirements related to Basel III reforms are effective January 1, 2022. In August 2018, OSFI provided notifcation to the Bank setting a supervisory target TLAC ratio at 23.0% of RWA, inclusive of the DSB, and the minimum TLAC leverage ratio at 6.75%. This is pursuant to the fnal guideline on TLAC issued by OSFI in April 2018. In June 2019, OSFI announced the DSB would be 2% as of October 31, 2019, effectively raising the supervisory TLAC target to 23.5%. Beginning the frst quarter of 2022, D-SIBs will be expected to meet the supervisory target TLAC requirements. Investments in TLAC issued by G-SIBs or Canadian D-SIBs will be required to be deducted from capital. In July 2018, OSFI released a discussion paper on the proposed implementation of the Basel III reforms for public consultation. The discussion paper sets out OSFI’s proposed policy direction and timelines for domestic implementation. The BCBS issued the fnalized Basel III reforms in December 2017. The reforms include: i) a revised internal ratings-based approach for credit risk where the use of the internal models are constrained by placing limits on certain inputs and the option to use AIRB for certain asset classes has been removed; ii) a revised standardized approach for credit risk that is more granular and risk-sensitive; iii) replacement of the CVA framework with new standardized and basic approaches; iv) streamlining the existing operational risk framework to a risk-sensitive standardized approach which will replace existing methodologies; v) revisions to the measurement of the leverage ratio and introduction of a leverage ratio buffer for G-SIBs; vi) the implementation of the adoption of the minimum capital requirements for market risk (Fundamental Review of the Trading Book); and vii) an aggregate output foor based on the revised Basel III standardized approaches. The reforms are effective the frst quarter of 2022, with the standardized output foor having an added fve-year phased implementation period until 2027. Global Systemically Important Banks Designation and Disclosures The FSB, in consultation with the BCBS and national authorities, identifes G-SIBs. In July 2013, the BCBS issued an update to the fnal rules on G-SIBs and outlined the G-SIB assessment methodology which is based on the submissions of the largest global banks. Twelve indicators are used in the G-SIB assessment methodology to determine systemic importance. The score for a particular indicator is calculated by dividing the individual bank value by the aggregate amount for the indicator summed across all banks included in the assessment. Accordingly, an individual bank’s ranking is reliant on the results and submissions of other global banks. The update also provided clarity on the public disclosure requirements of the twelve indicators used in the assessment methodology. The public communications on G-SIB status is issued annually each November. On November 22, 2019, the Bank was designated as a G-SIB by the FSB. As a result of this designation, the Bank would be subject to an additional loss absorbency requirement (CET1 as a percentage of RWA) of 1% under applicable FSB member authority requirements; however, in accordance with OSFI’s CAR guideline, for Canadian banks designated as a G-SIB, the higher of the D-SIB and G-SIB surcharges will apply. As the D-SIB surcharge is currently equivalent to the 1% G-SIB common equity ratio requirement, the Bank’s designation has no additional impact on the Bank’s minimum CET1 regulatory requirements. There is no impact to the supervisory target risk-based TLAC ratio of 23.5% or TLAC leverage ratio of 6.75% as a result of the Bank’s G-SIB designation. The Bank will be in discussions with regulatory bodies regarding the G-SIB designation. As a result of the Bank’s G-SIB designation, the U.S. Federal Reserve requires TDGUS, as TD’s U.S. IHC, to maintain a minimum amount of TLAC and long-term debt. From the date the Bank was designated as a G-SIB, TDGUS has a three-year transitional period to meet these requirements. The Bank is required to publish the twelve indicators used in the G-SIB indicator-based assessment framework. Public disclosure of fnancial year-end data is required annually, no later than the date of a bank’s frst quarter public disclosure of shareholder fnancial data in the following year. TD’s 2019 fscal year indicators will be disclosed by the Bank in the frst quarter of 2020. In July 2018, BCBS issued a revised G-SIB framework; G-SIBs: revised assessment methodology and the higher loss absorbency requirement. The new assessment methodology introduces a trading volume indicator and modifes the weights in the substitutability category, amends the defnition of cross-jurisdictional indicators, extends the scope of consolidation to insurance subsidiaries, and provides further guidance on bucket migration and associated loss absorbency surcharges. The revised methodology is expected to be implemented in 2021. 64 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS GROUP FINANCIAL CONDITION Securitization and Off-Balance Sheet Arrangements In the normal course of operations, the Bank engages in a variety of fnancial 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 (SEs). The Bank uses SEs to raise capital, obtain sources of liquidity by securitizing certain of the Bank’s fnancial assets, to assist TD’s clients in securitizing their fnancial assets, and to create investment products for the Bank’s clients. Securitizations are an important part of the fnancial markets, providing liquidity by facilitating investor access to specifc portfolios of assets and risks. Refer to Notes 2, 9, and 10 of the 2019 Consolidated Financial Statements for further information regarding the Bank’s involvement with SEs. Securitization of Bank-Originated Assets The Bank securitizes residential mortgages, business and government loans, credit card loans, and personal 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 sponsored by the Canada Mortgage and Housing Corporation (CMHC). The securitization of the residential mortgages with the CMHC does not qualify for derecognition and the mortgages remain on the Bank’s Consolidated Balance Sheet. Additionally, the Bank securitizes credit card and personal loans by selling them to Bank-sponsored SEs 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. Refer to Notes 9 and 10 of the 2019 Consolidated Financial Statements for further information. T A B L E 4 1 EXPOSURES SECURITIZED BY THE BANK AS ORIGINATOR1 (millions of Canadian dollars) Signifcant unconsolidated SEs Signifcant consolidated SEs As at Non-SE third-parties Residential mortgage loans Consumer instalment and other personal loans2 Credit card loans Business and government loans Total exposure Residential mortgage loans Consumer instalment and other personal loans2 Credit card loans Business and government loans Total exposure Securitized assets $ 23,065 – – – $ 23,065 $ 22,516 – – – $ 22,516 Carrying value of retained interests Securitized assets Securitized assets Carrying value of retained interests $ – – – – $ – $ – – – – – $ $ – 750 5,113 – $ 5,863 – $ 1,749 3,884 – $ 5,633 October 31, 2019 $ 624 – – 1,118 $ 1,742 $ – – – 19 $ 19 October 31, 2018 $ 818 – – 1,206 $ 2,024 $ – – – 25 $ 25 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 signifcant unconsolidated SEs and Canadian non-SE third-parties. Residential mortgage loans securitized by the Bank may give rise to full derecognition of the fnancial 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. Consumer Instalment and Other Personal Loans The Bank securitizes consumer instalment and other personal loans through a consolidated SE. The Bank consolidates the SE as it serves as a fnancing vehicle for the Bank’s assets, the Bank has power over the key economic decisions of the SE, and the Bank is exposed to the majority of the residual risks of the SE. As at October 31, 2019, the SE had $750 million of issued notes outstanding (October 31, 2018 – $2 billion). As at October 31, 2019, the Bank’s maximum potential exposure to loss for these conduits was $750 million (October 31, 2018 – $2 billion) with a fair value of $750 million (October 31, 2018 – $2 billion). TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 65 Credit Card Loans The Bank securitizes credit card loans through an SE. The Bank consolidates the SE as it serves as a fnancing vehicle for the Bank’s assets, the Bank has power over the key economic decisions of the SE, and the Bank is exposed to the majority of the residual risks of the SE. As at October 31, 2019, the Bank had $5 billion of securitized credit card receivables outstanding (October 31, 2018 – $4 billion). As at October 31, 2019, the consolidated SE had US$3 billion variable rate notes outstanding (October 31, 2018 – US$3 billion). The notes are issued to third-party investors and have a fair value of US$3 billion as at October 31, 2019 (October 31, 2018 – US$3 billion). Due to the nature of the credit card receivables, their carrying amounts approximate fair value. Business and Government Loans The Bank securitizes business and government loans through signifcant unconsolidated SEs and Canadian non-SE 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 business and government loans, the Bank may be exposed to the risks of transferred loans through retained interests. There are no ECLs 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 Unconsolidated Structured 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 SEs, which are not consolidated by the Bank. The Bank’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 $10.2 billion as at October 31, 2019 (October 31, 2018 – $10.4 billion). Further, as at October 31, 2019, the Bank had committed to provide an additional $3.2 billion in liquidity facilities that can be used to support future asset-backed commercial paper (ABCP) in the purchase of deal-specifc assets (October 31, 2018 – $2.8 billion). All third-party assets securitized by the Bank’s unconsolidated multi-seller conduits were originated in Canada and sold to Canadian securitization structures. Details of the Bank-administered multi-seller ABCP conduits are included in the following table. T A B L E 4 2 EXPOSURE TO THIRD-PARTY ORIGINATED ASSETS SECURITIZED BY BANK-SPONSORED UNCONSOLIDATED CONDUITS (millions of Canadian dollars, except as noted) Residential mortgage loans Automobile loans and leases Equipment leases Trade receivables Total exposure 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. As at October 31, 2019, the Bank held $39.4 million of ABCP issued by Bank-sponsored multi-seller conduits within the Trading loans, securities, and other category on its Consolidated Balance Sheet (October 31, 2018 – $344.7 million). OFF-BALANCE SHEET EXPOSURE TO THIRD-PARTY SPONSORED CONDUITS The Bank has off-balance sheet exposure to third-party sponsored conduits arising from providing liquidity facilities and funding commitments of $3.8 billion as at October 31, 2019 (October 31, 2018 – $3.0 billion). The assets within these conduits are comprised of individual notes backed by automotive loan receivables, credit card receivables, equipment receivables and trade receivables. As at October 31, 2019, these assets have maintained ratings from various credit rating agencies, with a minimum rating of A. On-balance sheet exposure to third-party sponsored conduits have been included in the fnancial statements. October 31, 2019 October 31, 2018 As at Exposure and ratings profle of unconsolidated SEs AAA1 $ 5,569 4,002 451 143 $ 10,165 Expected weighted- average life (years)2 2.3 1.8 2.4 1.6 2.0 Exposure and ratings profle of unconsolidated SEs AAA1 $ 6,002 3,803 413 143 $ 10,361 Expected weighted- average life (years)2 2.9 1.5 1.5 2.5 2.3 COMMITMENTS The Bank enters into various commitments to meet the fnancing needs of the Bank’s clients and to earn fee income. Signifcant commitments of the Bank include fnancial 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 control processes in place to mitigate these risks. Certain commitments still remain off-balance sheet. Note 27 of the 2019 Consolidated Financial Statements provides detailed information about the maximum amount of additional credit the Bank could be obligated to extend. GUARANTEES In the normal course of business, the Bank enters into various guarantee contracts to support its clients. The Bank’s signifcant types of guarantee products are fnancial and performance standby letters of credit, credit enhancements, and indemnifcation agreements. Certain guarantees remain off-balance sheet. Refer to Note 27 of the 2019 Consolidated Financial Statements for further information. 66 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 offcers and directors 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. In addition, the Bank offers deferred share and other plans to non-employee directors, executives, and certain other key employees. Refer to Note 23 of the 2019 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 SUBSIDIARIES, TD AMERITRADE, AND SYMCOR INC. Transactions between the Bank and its subsidiaries meet the defnition 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 Inc. (Symcor) also qualify as related-party transactions. There were no signifcant transactions between the Bank, TD Ameritrade, and Symcor during the year ended October 31, 2019, other than as described in the following sections and in Note 12 of the 2019 Consolidated Financial Statements. Other Transactions with TD Ameritrade and Symcor i) TD AMERITRADE HOLDING CORPORATION The Bank has signifcant infuence over 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 has the right to designate fve of twelve members of TD Ameritrade’s Board of Directors. The Bank’s designated directors include the Bank’s Group President and Chief Executive Offcer and four independent directors of TD or TD’s U.S. subsidiaries. Insured Deposit Account Agreement The Bank is party to an IDA agreement with TD Ameritrade, pursuant to which the Bank makes available to clients of TD Ameritrade, FDIC- insured money market deposit accounts as either designated sweep vehicles or as non-sweep deposit accounts. TD Ameritrade provides marketing and support services with respect to the IDA. The Bank paid fees of $2.2 billion in 2019 (2018 – $1.9 billion; 2017 – $1.5 billion) to TD Ameritrade related to deposit accounts. The amount paid by the Bank is based on the average insured deposit balance of $140 billion in 2019 (2018 – $140 billion; 2017 – $124 billion) with a portion of the amount 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 tied to an agreed rate of return. The Bank earns a servicing fee of 25 bps on the aggregate average daily balance in the sweep accounts (subject to adjustment based on a specifed formula). As at October 31, 2019, amounts receivable from TD Ameritrade were $41 million (October 31, 2018 – $137 million). As at October 31, 2019, amounts payable to TD Ameritrade were $168 million (October 31, 2018 – $174 million). The Bank and other fnancial institutions provided TD Ameritrade with unsecured revolving loan facilities. The total commitment provided by the Bank was $291 million, which was undrawn as at October 31, 2019 (October 31, 2018 – $338 million undrawn). ii) TRANSACTIONS WITH SYMCOR The Bank has one-third ownership in Symcor, a Canadian provider of business process outsourcing services offering a diverse portfolio of integrated solutions in item processing, statement processing and production, and cash management services. The Bank accounts for Symcor’s results using the equity method of accounting. During the year ended October 31, 2019, the Bank paid $81 million (October 31, 2018 – $86 million; October 31, 2017 – $93 million) for these services. As at October 31, 2019, the amount payable to Symcor was $12 million (October 31, 2018 – $14 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, 2019, and October 31, 2018. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 67 GROUP FINANCIAL CONDITION Financial Instruments As a fnancial institution, the Bank’s assets and liabilities are substantially composed of fnancial instruments. Financial assets of the Bank include, but are not limited to, cash, interest-bearing deposits, securities, loans, derivative instruments and securities purchased under reverse repurchase agreements; while fnancial 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 fnancial instruments for both trading and non-trading 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 proft. Trading fnancial instruments include, but are not limited to, trading securities, trading deposits, and trading derivatives. Non-trading fnancial instruments include the majority of the Bank’s lending portfolio, non-trading securities, hedging derivatives, and fnancial liabilities. In accordance with accounting standards related to fnancial instruments, fnancial assets or liabilities classifed as trading, non-trading fnancial instruments at fair value through proft or loss, fnancial instruments designated at fair value through proft or loss, fnancial assets at FVOCI, and all derivatives are measured at fair value in the Bank’s 2019 Consolidated Financial Statements. DSAC, loans, and other liabilities are carried at amortized cost using the effective interest rate method. For details on how fair values of fnancial instruments are determined, refer to the “Accounting Judgments, Estimates, and Assumptions” – “Fair Value Measurement” section of this document. The use of fnancial instruments allows the Bank to earn profts in trading, interest, and fee income. Financial instruments also create a variety of risks which the Bank manages with its extensive risk management policies 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. 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 diffcult to predict, that could cause our results to differ signifcantly from our plans, objectives, and estimates or could impact the Bank’s reputation or sustainability of its business model. All forward-looking statements, including those in this MD&A, are, by their very nature, subject to inherent risks and uncertainties, general and specifc, 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 document. TOP AND EMERGING RISKS 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. Risks are identifed, discussed, and actioned by senior leaders and reported quarterly to the Risk Committee of the Board and the Board. Specifc plans to mitigate top and emerging risks are prepared, monitored, and adjusted as required. General Business and Economic Conditions TD and its customers operate in Canada, the U.S., and to a lesser extent in other countries. As a result, the Bank’s earnings are signifcantly affected by the general business and economic conditions in these regions. These conditions include short-term and long-term interest rates, infation, fuctuations in the debt, commodity and capital markets, and related market liquidity, real estate prices, employment levels, consumer spending and debt levels, evolving consumer trends and business models, business investment, government spending, exchange rates, sovereign debt risks, the strength of the economy, threats of terrorism, civil unrest, reputational risk associated with increased regulatory, public, and media focus, the effects of public health emergencies, the effects of disruptions to public infrastructure, natural disasters, and the level of business conducted in a specifc region. Management maintains an ongoing awareness of the macroeconomic environment in which it operates and incorporates potential material changes into its business plans and strategies; it also 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 potential risks. Geopolitical Risk Risks related to government policy, international trade and political relations across the global landscape may impact overall market and economic stability in the regions in which the Bank operates. While the nature and extent of these risks may vary depending upon the circumstances involved, they may give rise to increased uncertainty for global economic growth, market volatility in interest rates, foreign exchange, commodity prices, credit spreads, and equities impacting the Bank’s trading and non-trading activities, as well as direct and indirect implications on general business and economic conditions that could impact the Bank and its customers. Geopolitical risks evident throughout 2019 include heightened trade tensions and an increase in protectionist measures between international partners, increased political fragmentation across Europe, including the ongoing resolution associated with Brexit, and political unrest in the Asia-Pacifc and Middle Eastern regions. Management maintains an ongoing awareness of geopolitical risks to assess potential impacts to the Bank’s strategy and operations and routinely incorporates these risks into stress testing activities. Executing on Long-Term Strategies and Shorter-Term Key Strategic Priorities The Bank has a number of strategies and priorities, including those detailed in each segment’s “Business Segment Analysis” section of this document, which may include large scale strategic or regulatory initiatives that are at various stages of development or implementation. Examples include organic growth strategies, new acquisitions, integration of recently acquired businesses, projects to meet new regulatory requirements, new platforms and new technology or enhancement to existing technology. Risk can be elevated due to the size, scope, velocity, interdependency, and complexity of projects, the limited timeframes to complete the projects, and competing priorities for limited specialized resources. 68 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS In respect of acquisitions, the Bank undertakes deal assessments and due diligence before completing a merger or an acquisition and closely monitors integration activities and performance post acquisition. However, there is no assurance that the Bank will achieve its objectives, including anticipated cost savings or revenue synergies following acquisitions and integration. In general, while signifcant management attention is placed on the governance, oversight, methodology, tools, and resources needed to manage our priorities and strategies, our ability to execute on them is dependent on a number of assumptions and factors. These include those set out in the “Business Outlook and Focus for 2020”, “Focus for 2020”, and “Managing Risk” sections of this document, as well as disciplined resource and expense management 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 diffcult to predict. If any of the Bank’s acquisitions, strategic plans or priorities are not successfully executed, there could be an impact on the Bank’s operations and fnancial performance and the Bank’s earnings could grow more slowly or decline. Technology and Cyber Security Risk Technology and cyber security risks for large fnancial 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 sociopolitical entities, organized criminals, malicious insiders, or service providers, nation states, hackers and other internal or external parties. The increased risks are also a factor of our size and scale of operations, our geographic footprint, the complexity of our technology infrastructure, and our use of internet and telecommunications technologies to conduct fnancial transactions, such as our continued development of mobile and internet banking platforms. The Bank’s technologies, systems and networks, and those of our customers (including their own devices) and the third parties providing services to the Bank, continue to be subject to cyber-attacks, and may be subject to disruption of services, data security or other breaches (including loss or exposure of confdential information, including customer or employee information), identity theft and corporate espionage, or other compromises. The Bank’s use of third-party service providers, which are subject to these potential compromises, increases our risk of potential attack, breach or disruption as the Bank has less immediate or continuous oversight over their technology infrastructure or information security. Although the Bank has not experienced any material fnancial losses relating to technology failure, cyber-attacks or data security or other breaches, there is no assurance that the Bank will not experience loss or damage in the future. These may include cyber-attacks such as targeted and automated online attacks on banking systems and applications, introduction of malicious software, denial of service attacks, malicious insider or service provider exfltrating data and phishing attacks, any of which could result in the fraudulent use, disclosure or theft of data or amounts that customers hold with the Bank. These may also include attempts by employees, agents or third-party service providers of the Bank to access or disclose sensitive information or other data of the Bank, its customers or its employees. Attempts to illicitly or misleadingly induce employees, customers, third-party service providers or other users of the Bank’s systems will likely continue, in an effort to obtain sensitive information and gain access to the Bank’s or its customers’ data or amounts that the Bank holds or that its customers hold with the Bank. In addition, the Bank’s customers often use their own devices, such as computers, smart phones, and tablets, to make payments and manage their accounts, and the Bank has limited ability to assure the safety and security of its customers’ transactions with the Bank to the extent they are using their own devices. The Bank actively monitors, manages, and continues to enhance its ability to mitigate these technology and cyber security risks through enterprise-wide programs, using industry accepted practices, and industry accepted threat, and vulnerability assessments and responses. The Bank continues to make investments to mature its cyber defences in accordance with industry accepted standards and practices to enable rapid detection and response to internal and external cyber incidents and unauthorized access or exfltration of the Bank’s data. The adoption of certain technologies, such as cloud computing, artifcial intelligence and robotics, call for continued focus and investment to manage our risks effectively. It is possible that the Bank, or those with whom the Bank does business, may not anticipate or implement effective measures against all such cyber and technology-related risks, particularly because of the tactics, techniques, and procedures used change frequently and risks can originate from a wide variety of sources that have also become increasingly sophisticated. The Bank’s cyber insurance purchased to mitigate risk may not be suffcient to materially cover against all fnancial losses. As such, with any cyber-attack, disruption of services, data, security or other breaches (including loss or exposure of confdential information), identity theft, corporate espionage or other compromise of technology or information systems, hardware or related processes, or any signifcant issues caused by weakness in information technology infrastructure, the Bank may experience, among other things, fnancial loss; a loss of customers or business opportunities; disruption to operations; misappropriation or unauthorized release of confdential, fnancial or personal information; damage to computers or systems of the Bank and those of its customers and counterparties; violations of applicable privacy and other laws; litigation; regulatory penalties or intervention, remediation, investigation or restoration cost; increased costs to maintain and update our operational and security systems and infrastructure; and reputational damage. If the Bank were to experience such an incident, it may take a signifcant amount of time and effort to investigate the incident to obtain full and reliable information necessary to assess the impact. The Bank’s owned and operated applications, processes, products, and services could be subject to failures or disruptions as a result of human error, natural disasters, utility disruptions, cyber-attacks or other criminal or terrorist acts, or non-compliance with regulations, which may impact the Bank’s operations. Such adverse effects could limit the Bank’s ability to deliver products and services to customers, and/or damage the Bank’s reputation, which in turn could lead to disruptions to our businesses and fnancial loss. Fraud and Criminal Activity As a fnancial institution, the Bank is inherently exposed to various types of fraud and other fnancial crime. The sophistication, complexity, and materiality of these crimes evolves quickly and these crimes can arise from numerous sources, including potential or existing clients or customers, agents, third parties, including suppliers, service providers and outsourcers, other external parties, contractors or employees. 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 customers, counterparties or other external parties including fnancial statements and fnancial information and authentication information. The Bank may also rely on the representations of customers, counterparties, and other external parties as to the accuracy and completeness of such information. In order to authenticate customers, whether through the Bank’s phone or digital channels or in its branches and stores, the Bank may also rely on certain authentication methods which could be subject to fraud. In addition to the risk of material loss (fnancial loss, misappropriation of confdential information or other assets of the Bank or its customers and counterparties) that could result in the event of a fnancial crime, the Bank could face legal action and client and market confdence in the Bank could be impacted. The Bank has invested in a coordinated approach to strengthen the Bank’s fraud defences and build upon existing practices in Canada and the U.S. The Bank continues to introduce new capabilities and defences to strengthen the Bank’s control posture to combat more complex fraud, including cyber fraud. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 69 Third-Party Service Providers The Bank recognizes the value of using third parties to support its businesses, as they provide access to leading applications, processes, products and services, specialized expertise, innovation, economies of scale, and operational effciencies. However, they may also create reliance upon the provider with respect to continuity, reliability, and security of these relationships, and their associated processes, people and facilities. As the fnancial services industry and its supply chain become more complex, the need for robust, holistic, and sophisticated controls and ongoing oversight increases. Just as the Bank’s owned and operated applications, processes, products, and services could be subject to failures or disruptions as a result of human error, natural disasters, utility disruptions, cyber-attacks or other criminal or terrorist acts, or non-compliance with regulations, each of its suppliers may be exposed to similar risks which could in turn impact the Bank’s operations. Such adverse effects could limit the Bank’s ability to deliver products and services to customers, and/or damage the Bank’s reputation, which in turn could lead to disruptions to our businesses and fnancial loss. Consequently, the Bank has established expertise and resources dedicated to third-party risk management, as well as policies and procedures governing third-party relationships from the point of selection through the life cycle of the business arrangement. The Bank develops and tests robust business continuity management plans which contemplate customer, employee, and operational implications, including technology and other infrastructure contingencies. Introduction of New and Changes to Current Laws and Regulations The fnancial services industry is highly regulated. TD’s operations, proftability and reputation could be adversely affected by the introduction of new laws and regulations, changes to, or changes in interpretation or application of current laws and regulations, and issuance of judicial decisions. These adverse effects could also result from the fscal, economic, and monetary policies of various regulatory agencies and governments in Canada, the U.S., the United Kingdom, and other countries, and changes in the interpretation or implementation of those policies. 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; increasing the ability of new and existing competitors to compete with their pricing, products and services (including, in jurisdictions outside Canada, the favouring of certain domestic institutions); and increasing risks associated with potential non-compliance. In addition to the adverse impacts described above, the Bank’s failure to comply with applicable laws and regulations could result in sanctions and fnancial penalties that could adversely impact its earnings and its operations and damage its reputation. The global anti-money laundering and economic sanctions landscape continues to experience regulatory change, with signifcant, complex new laws and regulations that have, or are anticipated to come into force in the short and medium-term in many of the jurisdictions in which the Bank operates. In addition, the global data and privacy landscape has and continues to experience regulatory change, with signifcant new legislation that has been passed and will be implemented in the near term in some of the jurisdictions in which the Bank does business and additional new legislation that is anticipated to come into force in the medium-term. In addition, despite the Bank’s monitoring and evaluation of the potential impact of rules, proposals, consent orders and regulatory guidance, governments and regulators around the world may introduce, and the issuance of judicial decisions may result in, unanticipated new regulations that are applicable to the Bank. In Europe, there are a number of uncertainties in connection with the future of the United Kingdom and its relationship with the European Union, and reforms implemented through the European Market Infrastructure Regulation and the review of Markets in Financial Instruments Directive and accompanying Regulation could result in higher operational and system costs and potential changes in the types of products and services the Bank can offer to clients in the region. 70 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS In addition, the Canadian Securities Administrators has proposed regulations relating to over-the-counter derivatives reform. The Bank is monitoring this regulatory initiative which, if implemented, could result in increased compliance costs, and compliance with these standards may impact the Bank’s businesses, operations and results. Finally, in Canada, there are a number of government initiatives underway that could impact fnancial institutions, including regulatory initiatives with respect to payments evolution and modernization, open banking, consumer protection, protection of customer data, and anti-money laundering. In addition, changes relating to interchange in Canada, which will become effective May 2020, may impact the Bank’s credit card businesses. Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), a U.S. federal law enacted in 2010, required signifcant structural reform to the U.S. fnancial services industry and affects every banking organization operating in the U.S., including the Bank. In general, in connection with Dodd-Frank the Bank could be negatively impacted by loss of revenue, limitations on the products or services it offers, and additional operational and compliance costs. Due to certain aspects with extraterritorial effect, Dodd-Frank also impacts the Bank’s operations outside the U.S., including in Canada. Many parts of Dodd-Frank are in effect and others are in the implementation stage. Certain rules under Dodd-Frank and other regulatory requirements that impact the Bank include: the so-called “Volcker Rule”, which generally restricts banking entities from engaging in proprietary trading and from sponsoring or holding ownership interests in or having certain relationships with certain hedge funds and private equity funds; capital planning and stress testing requirements for our top-tier U.S. intermediate holding company; stress testing requirement for TD Bank, N.A.; and various “enhanced prudential standards” under Federal Reserve regulations. The Bank has incurred, and will continue to incur, operational, capital, liquidity, and compliance costs, and compliance with these standards may impact the Bank’s businesses, operations, and results in the U.S. and overall. The current U.S. regulatory environment for banking organizations may be impacted by recent and future legislative or regulatory developments. For example, the recently enacted Economic Growth, Regulatory Relief and Consumer Protection Act (Reform Act) included modifcations to the stress testing and other aspects of Dodd-Frank. In addition, the applicable U.S. Federal regulatory agencies have proposed and in some cases, adopted regulatory amendments to certain of these requirements, including with respect to the Volcker Rule regulations and capital planning and stress testing requirements. In October 2019, the Federal Reserve issued a fnal rule that implements the Reform Act’s changes to the application of enhanced prudential standards with respect to U.S. and non-U.S. banking organizations (the “Tailoring Rule”). The Tailoring Rule delineates four categories of enhanced prudential standards applicable to non-U.S. banking organizations based on the risk profle of the organization, with most enhanced prudential standards applying only to non-U.S. banking organizations with combined U.S. assets of at least US$100 billion, such as the Bank, or to U.S. intermediate holding companies of non-U.S. banking organizations with total consolidated assets of at least US$100 billion, such as our top-tier U.S. intermediate holding company. The ultimate consequences of these developments and their impact on the Bank remain uncertain and it remains unclear whether any other legislative or regulatory proposals relating to these requirements will be enacted or adopted. Bank Recapitalization “Bail-In” Regime In 2016, legislation to amend the Bank Act, the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and certain other federal statutes pertaining to banks to create a bank recapitalization or bail-in regime for D-SIBs, which include the Bank, was approved. In April 2018, the Government of Canada (GOC) published regulations under the CDIC Act and the Bank Act providing the fnal details of conversion and issuance regimes for bail-in instruments issued by D-SIBs (collectively, the Bail-in Regulations) which came into force in September 2018. Pursuant to the CDIC Act, if the Superintendent is of the opinion that a D-SIB has ceased or is about to cease to be viable and its viability cannot be restored through the exercise of the Superintendent’s powers, the GOC can, among other things, appoint the Canada Deposit Insurance Corporation (CDIC) as receiver of the Bank and direct CDIC to convert certain shares (including preferred shares) and liabilities of the Bank (including senior debt securities) into common shares of the Bank or any of its affliates (a Bail-in Conversion). However, under the CDIC Act, the conversion powers of CDIC would not apply to shares and liabilities issued or originated before September 23, 2018 (the date on which the Bail-in Regulations came into force) unless, on or after such date, they are amended or in the case of liabilities, their term is extended. The Bail-in Regulations prescribe the types of shares and liabilities that are subject to a Bail-in Conversion. In general, any senior debt securities with an initial or amended term-to-maturity greater than 400 days that are unsecured or partially secured and have been assigned a CUSIP, ISIN, or similar identifcation number are subject to a Bail-in Conversion. Shares, other than common shares, and subordinated debt, that are not NVCC instruments, are also subject to a Bail-in Conversion. However, certain other debt obligations of the Bank such as structured notes (as defned in the Bail-in Regulations), covered bonds, and certain derivatives are not subject to a Bail-in Conversion. The bail-in regime could adversely affect the Bank’s cost of funding. Regulatory Oversight and Compliance Risk Our businesses are subject to extensive regulation and oversight. Regulatory change is occurring in all of the jurisdictions in which the Bank operates. Governments and regulators around the world have demonstrated an increased focus on conduct risk, data control, use and security, and on money laundering and terrorist fnancing risks and threats. As well, they have continued the trends towards establishing new standards and best practice expectations and a willingness to use public enforcement with fnes and penalties when compliance breaches occur. The Bank continually monitors and evaluates the potential impact of applicable regulatory developments (including rules, proposed rules, standards, and regulatory guidance). However, while the Bank devotes substantial compliance, legal, and operational business resources to facilitate compliance with these developments by their respective effective dates, and also to the consideration of other governmental and regulator expectations, it is possible that the Bank may not be able to accurately predict the impact of fnal rules implementing such developments, the interpretation or enforcement actions taken by governments and regulators regarding such rules, or may not be able to develop or enhance the platforms, technology, or operational procedures and frameworks necessary to comply with, or adapt to, such rules or expectations in advance of their effective dates. This could require the Bank to take further actions or incur more costs than expected, and may expose the Bank to enforcement and reputational risk. Regulatory changes, as well as uncertainty surrounding the scope and requirements of the fnal rules implementing such changes, will continue to increase our compliance and operational risks and costs. In addition, if governments or regulators take formal enforcement action, rather than taking informal/supervisory actions, then, despite the Bank’s risk management efforts, its operations, business strategies and product and service offerings may be adversely impacted, therefore impacting fnancial results. Also, it may be determined that the Bank has not adequately, completely or timely addressed regulatory developments or enforcement actions to which it is subject, in a manner which meets governmental or regulator expectations. As such, the Bank may continue to face a greater number or wider scope of investigations, enforcement actions, and litigation. In addition, public notifcations of enforcement actions are becoming more prevalent which could negatively impact the Bank’s reputation. The Bank may incur greater than expected costs associated with enhancing its compliance, or may incur fnes, penalties or judgments not in its favour associated with non-compliance, all of which could also lead to negative impacts on the Bank’s fnancial performance and its reputation. Level of Competition and Disruptive Technology The Bank operates in a highly competitive industry and its performance is impacted by the level of competition. Customer retention and acquisition can be infuenced by many factors, including the Bank’s reputation as well as the pricing, market differentiation, and overall customer experience of our products and services. Enhanced competition from incumbents and new entrants may impact the Bank’s pricing of products and services and may cause us to lose revenue and/or market share. Increased competition requires us to make additional short and long-term investments to remain competitive and continue delivering differentiated value to our customers, which may increase expenses. In addition, the Bank operates in environments where laws and regulations that apply to it may not universally apply to its current and emerging competitors, which could include the domestic institutions in jurisdictions outside of Canada or the U.S., or non-traditional providers (such as Fintech, big technology competitors) of fnancial products and services. Non-depository or non-fnancial institutions are often able to offer products and services that were traditionally banking products and compete with banks in offering digital fnancial solutions (primarily mobile or web-based services), without facing the same regulatory requirements or oversight. These third parties can seek to acquire customer relationships and disintermediate customers from their primary fnancial institution, which can also increase fraud and privacy risks for customers and fnancial institutions in general. The nature of disruption is such that it can be diffcult to anticipate and/or respond to adequately or quickly, representing inherent risks to certain Bank businesses, including payments. As such, this type of competition could also adversely impact the Bank’s earnings. To mitigate these effects and identify how the changing landscape can enhance the Bank’s value proposition, including delivering new revenue streams for the Bank and greater value for customers, stakeholders across each of the Bank’s business segments constantly seek to understand and leverage emerging technologies and trends. This includes monitoring the competitive environment in which they operate and reviewing or amending their customer acquisition, management, and retention strategies as appropriate and building optionality and fexibility into the products and services offered to keep pace with evolving customer expectations. The Bank is committed to investing in differentiated and personalized experiences for its customers, putting a particular emphasis on mobile technologies, enabling customers to transact seamlessly across their preferred channels. The Bank is also advancing artifcial intelligence (AI) capabilities, to help further inform our business decisions and risk management practices. While the Bank is seeking to drive adoption and use of AI in a responsible way, there is no assurance that AI will appropriately or suffciently replicate certain outcomes or accurately predict future events or exposures. The Bank considers various options to accelerate innovation, including making strategic investments in innovative companies, exploring partnership opportunities, and experimenting with new technologies and concepts internally. Legislative or regulatory action relating to such new technologies could emerge and continue to evolve, potentially increasing compliance costs and risks. OTHER RISK FACTORS Legal Proceedings The Bank or its subsidiaries are from time to time named as defendants or are otherwise involved in various class actions and other litigation or disputes with third parties, including regulatory investigations and enforcement proceedings, related to its businesses and operations. The Bank manages and mitigates the risks associated with these proceedings through a robust litigation management function. The Bank’s material litigation and regulatory enforcement proceedings are disclosed in its Consolidated Financial Statements. There is no assurance that the volume of claims and the amount of damages and penalties claimed in litigation, arbitration and regulatory proceedings will not increase in the future. Actions currently pending against the Bank may result in judgments, settlements, fnes, penalties, disgorgements, injunctions, business improvement orders or other results adverse to the Bank, which could materially adversely affect TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 71 the Bank’s business, fnancial condition, results of operations, cash fows, capital and credit ratings; require material changes in the Bank’s operations; result in loss of customers; or cause serious reputational harm to the Bank. Moreover, some claims asserted against the Bank may be highly complex, and include novel or untested legal theories. The outcome of such proceedings may be diffcult to predict or estimate until late in the proceedings, which may last several years. In addition, settlement or other resolution of certain types of matters are often subject to external approval, which may or may not be granted. Although the Bank establishes reserves for these matters according to accounting requirements, the amount of loss ultimately incurred in relation to those matters may substantially differ from the amounts accrued. As a participant in the fnancial services industry, the Bank will likely continue to experience the possibility of signifcant litigation and regulatory investigations and enforcement proceedings related to its businesses and operations. Regulators and other government agencies examine the operations of the Bank and its subsidiaries on both a routine- and targeted-exam basis, and there is no assurance that they will not pursue regulatory settlements or other enforcement actions against the Bank in the future. For additional information relating to the Bank’s material legal proceedings, refer to Note 27 of the 2019 Consolidated Financial Statements. Acquisitions The Bank regularly explores opportunities to acquire other companies, or parts of their businesses, directly or indirectly through the acquisition strategies of its subsidiaries. The Bank undertakes due diligence before completing an acquisition and closely monitors integration activities and performance post acquisition. However, there is no assurance that the Bank will achieve its fnancial or strategic objectives, including anticipated cost savings or revenue synergies following acquisitions and integration efforts. The Bank’s, or a subsidiary’s, ability to successfully complete an acquisition is often subject to regulatory and other approvals, and the Bank cannot be certain when or if, or on what terms and conditions, any required approvals will be granted. If the Bank does not achieve its fnancial or strategic objectives of an acquisition, or if the Bank does not successfully complete an acquisition, there could be an impact on the Bank’s fnancial performance and the Bank’s earnings could grow more slowly or decline. Ability to Attract, Develop, and Retain Key Executives The Bank’s future performance is dependent on the availability of qualifed talent and the Bank’s ability to attract, develop, and retain it. The Bank’s management understands that the competition for talent continues to increase across geographies, industries, and emerging capabilities across a number of sectors including fnancial services. As a result, the Bank undertakes an annual talent review process to assess critical capability requirements for all areas of the business. Through this process, an assessment of current executive leadership, technical and core capabilities, as well as talent development opportunities is completed against both near term and future business needs. The outcomes from the process inform plans at both the enterprise and business level to retain, develop, or acquire the talent which are then actioned throughout the course of the year. Although it is the goal of the Bank’s management resource policies and practices to attract, develop, and retain key talent employed by the Bank or an entity acquired by the Bank, there is no assurance that the Bank will be able to do so. Foreign Exchange Rates, Interest Rates, and Credit Spreads Foreign exchange rate, interest rate, and credit spread movements in Canada, the U.S., and other jurisdictions in which the Bank does business impact the Bank’s fnancial position (as a result of foreign currency translation adjustments) and its future earnings. Changes in the value of the Canadian dollar relative to the U.S. dollar may also affect the earnings of the Bank’s small business, commercial, and corporate clients in Canada. A change in the level of interest rates, negative interest rates or a prolonged low interest rate environment affects the interest spread between the Bank’s deposits and loans, and as a result, impacts the Bank’s net interest income. A change in the level of credit spreads affects the relative valuation of assets and liabilities, and as a result, impacts the Bank’s earnings. The Bank manages its structural foreign exchange rate, interest rate, and credit spread risk exposures in accordance with policies established by the Risk Committee through its Asset Liability Management framework, which is further discussed in the “Managing Risk” section of this document. IBOR Transition Various interest rates and other indices that are deemed to be “benchmarks” (including IBOR benchmarks) have been, and continue to be, the subject of international regulatory guidance and proposals for reform. Following the announcement by the U.K. Financial Conduct Authority (FCA) on July 27, 2017, indicating that the FCA would no longer compel banks to submit rates for the calculation of London Interbank Offered Rate post December 31, 2021, efforts to transition away from IBORs to alternative reference rates have been continuing in various jurisdictions. These developments, and the related uncertainty over the potential variance in the timing and manner of implementation in each jurisdiction, introduce risks that may have adverse consequences on the Bank, its clients, and the fnancial services industry. Moreover, the replacement of the IBORs or other benchmark rates could result in market dislocation and have other adverse consequences to market participants. As the Bank has signifcant contractual rights, obligations and exposures referenced to IBOR benchmarks, discontinuance of, or changes to, benchmark rates could adversely affect our business and results of operations. The Bank has established an enterprise-wide, cross functional program to evaluate the impact of the market, fnancial, operational, legal, technology and other risks on its products, services, systems, models, documents, processes, and risk management frameworks with the intention of managing the impact through appropriate mitigating actions. In addition to operational challenges, there are also market risks that arise because the new reference rates are likely to differ from the prior benchmark rates resulting in differences in the calculation of the applicable interest rate or payment amount. The difference could result in different fnancial performance for previously-booked transactions, require different hedging strategies, or affect the Bank’s capital and liquidity planning and management. Additionally, any adverse impacts on the value of and return on existing instruments and contracts for the Bank’s clients may present an increased risk of litigation, regulatory intervention, and possible reputational damage. Accounting Policies and Methods Used by the Bank The Bank’s accounting policies and estimates are essential to understanding its results of operations and fnancial 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 and changes to accounting standards and policies could have a materially adverse impact on the Bank’s Consolidated Financial Statements, and therefore its reputation. The Bank has established procedures designed to ensure that accounting policies are applied consistently and that the processes for changing methodologies, determining estimates and adopting new accounting standards are well-controlled and occur in an appropriate and systematic manner. Signifcant accounting policies as well as current and future changes in accounting policies are described in Note 2 and Note 4, respectively, of the 2019 Consolidated Financial Statements. 72 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Environmental and Social Risk Environmental risk is the possibility of loss of strategic, fnancial, operational or reputational value resulting from the impact of environmental issues or concerns, including climate change, and related social risk within the scope of short-term and long-term cycles. The Bank is exposed to environmental and social risks both through its business and operations and through its clients and customers. Environmental and social risks may lead to potential losses, resulting from the Bank’s direct and indirect impact on the environment and society, and the impact of environmental and social issues on TD (including climate change). Direct risks are associated with the ownership and operation of the Bank’s business, which include management and operation of company-owned or managed real estate, feet, business operations, and associated services. Indirect risks are associated with environmental performance or environmental events, such as changing climate patterns that may have an impact on the Bank’s retail customers and clients to whom the Bank provides fnancial services or in which the Bank invests. Environmental and related social risks are managed under the Bank’s Environment Policy and through related business segment level policies and procedures across the enterprise. Additionally, emerging social risks are managed through governance forums, including Reputational Risk Committees (with the approach being reviewed, including at the policy level). Climate change risk has emerged as one of the top environmental risks for the Bank as extreme weather events, shifts in climate norms, and the global transition to a low carbon economy risks increase and evolve. Related impacts may include strategic, fnancial, operational, legal, and reputational related risks for the Bank and its clients in climate sensitive sectors. The Bank continues to assess the potential impacts of climate change and related risks on its operations, lending portfolios, investments, and businesses. The Bank is developing standardized methodologies and approaches for climate scenario analysis through participation in industry-wide working groups and is working to embed the assessment of climate- related risks and opportunities into relevant Bank processes. RISK FACTORS AND MANAGEMENT Managing Risk EXECUTIVE SUMMARY Growing proftability in fnancial results based on balanced revenue, expense and capital growth services involves selectively taking and managing risks within the Bank’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 signifcant emphasis on investing in its businesses to meet its future strategic objectives. The Bank’s Enterprise Risk Framework (ERF) reinforces the Bank’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 strategy and operations; (2) how the Bank defnes 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 the Bank’s risk appetite. RISKS INVOLVED IN TD’S BUSINESSES The Bank’s Risk Inventory sets out the Bank’s major risk categories and related subcategories to which the Bank’s businesses and operations could be exposed. The Risk Inventory facilitates consistent risk identifcation and is the starting point in developing risk management strategies and processes. The Bank’s major risk categories are: Strategic Risk; Credit Risk; Market Risk; Operational Risk; Model Risk; Insurance Risk; Liquidity Risk; Capital Adequacy Risk; Legal, Regulatory Compliance and Conduct Risk; and Reputational Risk. Major Risk Categories Strategic Risk Credit Risk Market Risk Operational Risk Model Risk Insurance Risk Liquidity Risk Capital Adequacy Risk Legal, Regulatory Compliance and Conduct Risk Reputational Risk RISK APPETITE The Bank’s RAS is the primary means used to communicate how the Bank views risk and determines the type and amount of risk it is willing to take to deliver on its strategy and enhance shareholder value. In defning its risk appetite, the Bank takes into account its vision, purpose, strategy, shared commitments, risk philosophy, and capacity to bear risk. The core risk principles for the Bank’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 signifcant single loss events; TD does not ‘bet the Bank’ on any single acquisition, business, or product. 3. Do not risk harming the TD brand. The Bank considers current operating 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. The Bank’s RAS describes, by major risk category, the Bank’s risk principles 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 the Bank’s RAS measures. The function also monitors and evaluates the effectiveness of these practices and measures. Compliance with RAS principles and measures is reported regularly to senior management, the Board, and the Risk Committee; other 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 the Bank’s RAS measures. RISK CULTURE The Bank’s risk culture starts with the “tone at the top” set by the Board, Chief Executive Offcer (CEO), and the Senior Executive Team (SET), and is supported by its vision, purpose, and shared commitments. These governing objectives describe the behaviours 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. The Bank’s TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 73 risk culture promotes accountability, learning from past experiences, and encourages open communication and transparency on all aspects of risk taking. The Bank’s 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 the Bank’s risk culture. The Bank’s Code of Conduct and Ethics guides employees and Directors to make decisions that meet the highest standards of integrity, professionalism, and ethical behaviour. Every Bank 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. The Bank’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 executives, 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 is prepared by Risk Management, reviewed by the Risk Committee, and 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 behaviours. This comprehensive approach allows the Bank to consider whether the actions of executive management resulted in risk and control events within their area of responsibility. In addition, governance, risk, and oversight functions operate independently from business segments supported by an organizational structure that provides objective oversight and independent 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, awareness and communication of the Bank’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 the Bank’s risk culture by increasing the knowledge and understanding of the Bank’s expectations for risk taking. WHO MANAGES RISK The Bank’s risk governance structure emphasizes and balances strong independent oversight with clear ownership for risk control within each business segment. Under the Bank’s approach to risk governance, a “three lines of defence” model is employed, in which the first line of defence are the risk owners, the second line provides risk oversight, and the third line is internal audit. The Bank’s risk governance model includes a senior management committee structure that is designed to support transparent risk reporting and discussions. The Bank’s overall risk and control oversight is provided by the Board and its committees. The CEO and SET determine the Bank’s long-term direction which is then carried out by business segments within the Bank’s risk appetite. Risk Management, headed by the Group Head and CRO, sets 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 has a robust subsidiary governance framework to support its overall risk governance structure, including boards of directors, and committees for various subsidiary entities where appropriate. Within the U.S. Retail business segment, 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 unfettered 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 Corporate Governance Committee Risk Committee Audit 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 Enterprise Reputational Risk Committee (ERRC) Governance, Risk and Oversight Functions Internal Audit Canadian Retail U.S. Retail Wholesale Banking Internal Audit Business Segments 74 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS The Board of Directors The Board oversees the Bank’s strategic direction, the implementation of an effective risk culture, and the internal control framework across the enterprise. It accomplishes its risk management mandate both directly and indirectly through its four committees, the Audit, Risk, Corporate Governance, and Human Resources Committees. The Board reviews and approves the Bank’s RAS and related measures annually, and monitors the Bank’s risk profle and performance against risk appetite measures. The Audit Committee The Audit Committee oversees fnancial reporting, the adequacy and effectiveness of internal controls, including internal controls over fnancial reporting, and the activities of the Bank’s Global Anti-Money Laundering (GAML) group, Compliance group, and Internal Audit. The Risk Committee The Risk Committee is responsible for reviewing and recommending TD’s RAS for approval by the Board annually. The Risk Committee oversees the management of TD’s risk profle and performance against its risk appetite. In support of this oversight, the Committee reviews and approves certain enterprise-wide risk management frameworks and policies that support compliance with TD’s risk appetite, and monitors the management of risks and risk trends. The Human Resources Committee The Human Resources Committee, in addition to its other responsibilities, satisfes itself that Human Resources risks are appropriately identifed, assessed, and managed 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 responsibilities, develops, and where appropriate, recommends to the Board for approval corporate governance guidelines, including a code of conduct and ethics, aimed at fostering a healthy governance culture at the Bank, and also acts as the conduct review committee for the Bank, including providing oversight of conduct risk. Chief Executive Officer and Senior Executive Team The CEO and the SET develop and recommend to the Board the Bank’s long-term strategic direction and also develop and recommend for Board approval TD’s risk appetite. The SET members set the “tone at the top” and manage risk in accordance with the Bank’s risk appetite while considering the impact of emerging risks on the Bank’s strategy and risk profle. This accountability includes identifying and reporting signifcant risks to the Risk Committee. Executive Committees The CEO, in consultation with the CRO determines the Bank’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 associated risk activities and practices. The Enterprise Risk Management Committee (ERMC), chaired by the CEO, oversees the management of major enterprise governance, risk, and control activities and promotes an integrated and effective risk management culture. The following Executive Committees have been established to manage specifc major risks based on the nature of the risk and related business activity: • ALCO – chaired by the Group Head and Chief Financial Offcer (CFO), the Asset/Liability and Capital Committee (ALCO) oversees directly and through its standing subcommittees (the Enterprise Capital Committee (ECC) and Global Liquidity Forum (GLF)) the management of the Bank’s consolidated non-trading market risk and each of its consolidated liquidity, funding, investments, and capital positions. • OROC – chaired by the Group Head and CRO, the Operational Risk Oversight Committee (OROC) oversees the identifcation, monitoring, and control of key risks within the Bank’s operational risk profle. • Disclosure Committee – chaired by the Group Head and CFO, the Disclosure Committee oversees that appropriate controls and procedures are in place and operating to permit timely, accurate, balanced, and compliant disclosure to regulators with respect to public disclosure, shareholders, and the market. • ERRC – chaired by the Group Head and CRO, the Enterprise Reputational Risk Committee (ERRC) oversees the management of reputational risk within the Bank’s risk appetite. Risk Management The Risk Management function, headed by the CRO, provides independent oversight of enterprise-wide risk management, risk governance, and control including the setting of risk strategy and policy to manage risk in alignment with the Bank’s risk appetite and business strategy. Risk Management’s primary objective is to support a comprehensive and proactive approach to risk management that promotes a strong risk culture. Risk Management works with the business segments and other corporate oversight functions to establish policies, standards, and limits that align with the Bank’s risk appetite and monitors and reports on existing and emerging risks and compliance with the Bank’s risk appetite. The CRO leads and directs a diverse 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 identifcation 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 independent oversight while emphasizing accountability for risk within the business segment. Business management is responsible for setting 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 the Bank’s risk appetite and manage risk within approved risk limits. Internal Audit The Bank’s internal audit function provides independent and objective assurance to the Board regarding the reliability and effectiveness of key elements of the Bank’s risk management, internal control, and governance processes. Compliance The Compliance Department is responsible for fostering a culture of integrity, ethics, and compliance throughout the Bank; delivering independent regulatory compliance and conduct risk management and oversight throughout the Bank globally to protect its reputation and operate within its risk appetite; and assessing the adequacy of, adherence to, and effectiveness of the Bank’s Regulatory Compliance Management controls, enterprise-wide. Global Anti-Money Laundering The GAML Department is responsible for Anti-Money Laundering, Anti-Terrorist Financing, Economic Sanctions, and anti-bribery/anti- corruption regulatory compliance and prudential risk management across the Bank in alignment with enterprise policies so that the money laundering, terrorist fnancing, economic sanctions, and bribery/ corruption risks are appropriately identifed and mitigated. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 75 Three Lines of Defence In order to further the understanding of responsibilities for risk management, the Bank employs the following “three lines of defence” model that describes the respective accountabilities of each line of defence in managing risk across the Bank. THREE LINES OF DEFENCE First Line Risk Owner Identify and Control • Own, identify, manage, measure, and monitor current and emerging risks in day-to-day activities, operations, products, and services. • Design, implement, and maintain appropriate mitigating controls, and assess the design and operating effectiveness of those controls. Implement risk-based approval processes for all new products, activities, processes, and systems. • Assess activities to maintain compliance with applicable laws and regulations. • Monitor and report on risk profle to ensure activities are within TD’s risk appetite and policies. • • Escalate risk issues and develop and implement action plans in a timely manner. • Deliver training, tools, and advice to support its accountabilities. • Promote a strong risk management culture. Second Line Risk Oversight Set Standards and Challenge • Establish and communicate enterprise governance, risk, and control strategies, frameworks, and policies. • Provide oversight and independent challenge to the frst line through an effective objective assessment, that is evidenced and documented where material, including: – Challenge the quality and suffciency of the frst line’s risk activities; – Identify and assess current and emerging risks and controls, using a risk-based approach, as appropriate; – Monitor the adequacy and effectiveness of internal control activities; – Review and discuss assumptions, material risk decisions and outcomes; and – Aggregate and share results across business lines and control areas to identify similar events, patterns, or broad trends. • Identify and assess, and communicate relevant regulatory changes. • Develop and implement risk measurement tools so that activities are within TD’s Risk Appetite. • Monitor and report on compliance with TD’s Risk Appetite and policies. • Escalate risk issues in a timely manner. • Report on the risks of the Bank on an enterprise-wide and disaggregated level to the Board and/or Senior Management, independently of the business lines or operational management. • Provide training, tools, and advice to support the frst line in carrying out its accountabilities. • Promote a strong risk management culture. Third Line Internal Audit Independent Assurance • Verify independently that TD’s ERF is designed and operating effectively. • Validate the effectiveness of the frst and second lines in fulflling their mandates and managing risk. In support of a strong risk culture, the Bank applies the following principles in governing how it manages risks: • Enterprise-Wide in Scope – Risk Management will span all areas of the Bank, including third-party alliances and joint venture undertakings to the extent they may impact the Bank, 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, understood, 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 disciplines will be integrated into the Bank’s daily routines, decision- making, and strategy formulation. • 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 The Bank’s comprehensive and proactive approach to risk management is comprised of four processes: risk identifcation and assessment, measurement, control, and monitoring and reporting. Risk Identification and Assessment Risk identifcation and assessment is focused on recognizing and understanding existing risks, risks that may arise from new or evolving business initiatives, aggregate risks, and emerging risks from the changing environment. The Bank’s objective is to establish and maintain integrated risk identifcation and assessment processes that enhance the understanding of risk interdependencies, consider how risk types intersect, and support the identifcation of emerging risk. To that end, the Bank’s Enterprise-Wide Stress Testing (EWST) program enables senior management, the Board, and its committees to identify and articulate enterprise-wide risks and understand potential vulnerabilities for the Bank. 76 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Risk Measurement The ability to quantify risks is a key component of the Bank’s risk management process. The Bank’s risk measurement process aligns with regulatory 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 methodologies, including Value-at-Risk (VaR) analysis, scenario analysis, stress testing, and limits. Other examples of risk measurements include credit exposures, PCL, peer comparisons, trending analysis, liquidity coverage, leverage ratios, capital adequacy metrics, and operational risk event notifcation metrics. The Bank also requires business segments and corporate oversight functions to assess key risks and internal controls through a structured Risk and Control Self-Assessment (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 signifcant risk issues as needed. Risk Control The Bank’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 refect its risk appetite and risk tolerances. The Bank’s approach to risk control also includes risk and capital assessments to appropriately capture key risks in its measurement and management of capital adequacy. This involves the review, challenge, and endorsement by senior management committees of the Bank’s ICAAP and related economic capital practices. The Bank’s 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 its 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. Complementing regular risk monitoring and reporting, ad hoc risk reporting is provided to senior management, the Risk Committee, and the Board, as appropriate, for new and emerging risks or any signifcant changes to the Bank’s risk profle. Stress Testing Stress testing is an integral component of the Bank’s risk management framework and serves as a key component of the Bank’s capital, strategic and fnancial planning processes. Stress testing at the Bank comprises of an annual enterprise-wide stress test, featuring a range of severities, prescribed regulatory stress tests in multiple jurisdictions for various legal entities and various ad-hoc stress tests. The results of these stress tests enable management to assess the impact of geopolitical events and changes to economic and other market factors on the Bank’s fnancial condition including liquidity and capital adequacy. These exercises also complement the identifcation and quantifcation of vulnerabilities, the monitoring of changes in risk profle, the establishment of risk appetite limits and assessing the impact of strategic business decisions and potential management actions. The Bank utilizes a combination of quantitative modelling and qualitative approaches to estimate the impact on the Bank’s performance under both potential and hypothetical stress situations. Stress testing engages senior management across the lines of business, Finance, TBSM, Economics, and Risk Management. Oversight committees range from those at the individual segment/ business level to the Bank’s Risk Committee of the Board. The results of stress tests are submitted, disclosed or shared with regulators as required or requested. Enterprise-Wide Stress Testing The Bank conducts an annual EWST as part of a comprehensive strategic, fnancial, and capital planning exercise that is a key component of the ICAAP framework and assists in validating the risk appetite of the Bank. The program is subject to a well-defned and rigorous governance structure that facilitates oversight and engagement throughout the organization. The Bank’s EWST program involves the development, application, and assessment of severe, but plausible, stress scenarios on the balance sheet, income statement, capital, liquidity, and leverage. It enables management to identify and articulate enterprise-wide risks and understand potential vulnerabilities and changes to the risk profle of the Bank. Stress scenarios are developed with consideration of the Bank’s key business activities, exposures and vulnerabilities. The scenarios cover a wide variety of risk factors meaningful to the Bank’s risk profle in both the North American and global economies including unemployment, GDP, home prices, and interest rates. As part of its 2019 program, the Bank developed and assessed two internally generated macroeconomic stress scenarios. One scenario was a repeatable scenario calibrated to historical recessions in Canada and the U.S. and is used to evaluate downside risks. The second scenario was an extremely high severity, low probability scenario targeted towards stressing TD-specifc risks and vulnerabilities in support of the ICAAP. The assessment of the scenarios concluded that the Bank operates within risk appetite and has suffcient capital to withstand severe, but plausible, stress conditions. Other Stress Tests Stress tests are also conducted on certain legal entities and jurisdictions, in line with prescribed regulatory requirements. The Bank’s U.S.-based operating bank subsidiaries’ capital planning process includes activities and results from OCC Dodd-Frank Act stress testing requirements. The Bank’s U.S. holding company capital planning process includes the stress testing activities and results from the Federal Reserve Board’s capital plan rule and related Comprehensive Capital Analysis and Review (CCAR) requirements. In addition, certain Bank subsidiaries in the Netherlands, Ireland, and the United Kingdom conduct stress testing exercises as part of their respective Internal Capital Adequacy Assessment programs. The Bank undertakes other internal and regulatory based stress tests including but not limited to liquidity and market, which are detailed in the respective sections. The Bank also employs reverse stress testing as part of a comprehensive Crisis Management Recovery Planning program to assess potential mitigating actions and contingency planning strategies, as required. In addition, the Bank conducts ad-hoc stress tests, which include enterprise or targeted portfolio testing, to evaluate potential vulnerabilities to specifc changes in economic and market conditions. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 77 Strategic Risk Strategic risk is the potential for fnancial loss or reputational damage arising from the choice of sub-optimal or ineffective strategies, the improper implementation of chosen strategies, choosing not to pursue certain strategies, or a lack of responsiveness to changes in the business environment. 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, defnes the overall strategy, in consultation with, and subject to approval by the Board. The Enterprise Strategy and Decision Support group, under the leadership of the Group Head and CFO, is charged with developing the Bank’s overall long-term strategy and shorter-term strategic priorities with input and support from senior executives across the Bank. Each member of the SET is responsible for establishing and managing long-term strategy and shorter-term priorities for their areas of responsibility (business segment or corporate function), and for ensuring such strategies are aligned with the Bank’s overall long-term strategy and short-term strategic priorities, and within the enterprise risk appetite. Each SET member is also accountable to the CEO for identifying, assessing, measuring, controlling, monitoring, and reporting on the effectiveness and risks of their business strategies. 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 those risks are managed. The ERMC oversees the identifcation and monitoring of signifcant and emerging risks related to the Bank’s strategies and seeks to ensure that mitigating actions are taken where appropriate. HOW TD MANAGES STRATEGIC RISK The Bank’s enterprise-wide strategies and operating performance, and the strategies and operating performance of signifcant business segments and corporate functions, are assessed regularly by the CEO and the members of the SET through an integrated fnancial and strategic planning process, operating results reviews and strategic business plans. The Bank’s RAS establishes strategic risk measures at the enterprise and business segment-level. The Bank’s annual integrated fnancial and strategic planning process establishes enterprise and segment-level long-term and shorter-term strategies that are within the risk appetite, and evaluates concurrence among strategies. Operating results reviews are conducted on a periodic basis during the year to monitor segment-level performance against the integrated fnancial and strategic plan. These reviews include an evaluation of the long-term strategy and short-term strategic priorities of each business segment, including but not limited to: the operating environment, competitive position, performance assessment, initiatives for strategy execution and key business risks. The frequency of the operating results reviews depends on the risk profle and size of the business segment or corporate function. Strategic business plans are prepared at the business line-level; business lines are subsets of business segments. The plans assess the strategy for each business line, including but not limited to: vision, current position, key operating trends, long-term strategy, target metrics, key risks and mitigants, and alignment with enterprise strategy and risk appetite. The frequency of preparation depends on the risk profle and size of the business line. The Bank’s strategic risk, and adherence to its risk appetite, is reviewed by the ERMC in the normal course, as well as by the Board. Additionally, material acquisitions are assessed for their ft with the Bank’s strategy and risk appetite in accordance with the Bank’s 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 management policies and procedures relating to credit, market, and liquidity risks as required under IFRS 7, Financial Instruments: Disclosures, which permits these specifc 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, 2019 and 2018. Effective November 1, 2017, the Bank adopted IFRS 9, which replaced the guidance in IAS 39. Refer to Notes 2 and 3 of the 2019 Consolidated Financial Statements for a summary of the Bank’s accounting policies and signifcant accounting judgments, estimates, and assumptions as it relates to IFRS 9. 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 signifcant and pervasive risks in banking. Every loan, extension of credit, or transaction that involves the transfer of payments between the Bank and other parties or fnancial 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 understand, select, and manage its exposures to reduce signifcant fuctuations in earnings. The Bank’s strategy is to include 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 integrated into each business, but also report 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 its discretionary authority. Risk Management is accountable for oversight of credit risk by developing policies that govern and control portfolio risks, and approval of product-specifc policies, as required. The Risk Committee oversees the management of credit risk and annually approves certain signifcant 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 appetite, policies, processes, 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. Credit risk policies and credit decision-making strategies, as well as the discretionary limits of offcers throughout the Bank for extending lines of credit are centrally approved by Risk Management, and the Board where applicable. 78 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 the Bank’s Retail businesses, the Bank uses established underwriting guidelines (which include 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 the Bank is prepared to extend to retail customers and to estimate future credit performance. 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. Material policy exceptions are tracked and reported and larger dollar exposures and material exceptions to policy are escalated to Retail Risk Management. 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 the associated risk management. Risk ratings are also used to determine the amount of credit exposure the Bank 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 fnance, 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 businesses. 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 specifc industry sectors. The Bank monitors its concentration to any given industry to provide for a diversifed loan portfolio and to reduce the risk of undue concentration. The Bank manages this risk using limits based on an internal risk rating score that combines TD’s industry risk rating model and industry analysis, and regularly reviews industry risk ratings to assess whether internal ratings properly refect 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 private sector 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 (BRR) 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 borrower- specifc exposure as part of its portfolio risk management techniques. 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. 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 for calculating credit, market, and operational RWA. Credit Risk and the Basel Framework The Bank received approval from OSFI to use the Basel 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 Standardized Approach (SA) for some credit exposures in North America. Risk Management reconfrms annually that this approach remains appropriate. • Effective the third quarter of 2016, OSFI approved the Bank to calculate the majority of the retail portfolio credit RWA in the U.S. Retail segment using the AIRB Approach. The non-retail portfolio in the U.S. Retail segment continues to use SA while working to achieve regulatory approval to transition 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 Banks that adopt the AIRB Approach to credit risk must report credit risk exposures by counterparty type, each having different underlying risk characteristics. These counterparty types may differ from the presentation in the Bank’s 2019 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: • Probability of default (PD) – the likelihood that the borrower will not be able to meet its scheduled repayments within a one year time horizon. • Loss given default (LGD) – the amount of loss the Bank would likely incur when a borrower defaults on a loan, which is expressed as a percentage of exposure at default (EAD). • EAD – the total amount the Bank is exposed to at the time of default. By applying these risk parameters, the Bank can measure and monitor its credit risk to ensure it remains within pre-determined thresholds. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 79 Retail Exposures In the retail portfolio, including individuals and small businesses, the Bank manages exposures on a pooled basis, using predictive credit scoring 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 retail exposures using the AIRB Approach. All retail PD, LGD, and EAD parameter models are based exclusively on the internal default and loss performance history for each of the three retail exposure sub-types. Account-level PD, LGD, and EAD 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 Approach, the Bank defnes default for exposures as delinquency of 90 days or more for the majority of retail credit portfolios. LGD estimates used in the RWA calculations refect economic losses, such as, direct and indirect costs as well as any appropriate discount to account for time between default and ultimate recovery. EAD estimates refect the historically observed utilization of credit limits at default. PD, LGD, and EAD models are calibrated using established statistical methods, such as 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 book; a customer’s credit bureau attributes; and a customer’s other holdings with the Bank, and macroeconomic inputs, such as unemployment rate. For secured products such as residential mortgages, property characteristics, loan-to-value ratios, and a customer’s equity in the property, play a signifcant 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-defned 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 as outlined in the “Model Risk Management” section of this disclosure. 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 refect 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 refect the observed lower recoveries for exposures defaulted during the 2008 to 2009 recession. For products secured by residential real estate, such as mortgages and home equity lines of credit, downturn LGD refects the potential impact of a severe housing downturn. EAD estimates similarly refect a downturn scenario. The following table maps PD ranges to risk levels: Risk Assessment Low Risk Normal Risk Medium Risk High Risk Default PD Segment PD Range 1 2 3 4 5 6 7 8 9 0.00 to 0.15% 0.16 to 0.41 0.42 to 1.10 1.11 to 2.93 2.94 to 4.74 4.75 to 7.59 7.60 to 18.24 18.25 to 99.99 100.00 Non-Retail Exposures In the non-retail portfolio, the Bank manages exposures on an individual borrower basis, using industry and sector-specifc credit risk models, and expert judgment. The Bank has categorized non-retail credit risk exposures according to the following Basel counterparty types: corporate, including wholesale and commercial customers, sovereign, and bank. Under the AIRB Approach, CMHC-insured mortgages are considered sovereign risk and are therefore classifed as non-retail. The Bank evaluates credit risk for non-retail exposures by using both a 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-specifc credit risk models that are based on internal historical data for the years of 1994–2018, 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 capital, economic capital, and allowance for credit losses. Borrower Risk Rating and PD Each borrower is assigned a BRR that refects the PD of the borrower using proprietary models and expert judgment. In assessing borrower risk, the Bank reviews the borrower’s competitive position, fnancial 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 fnancial 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 fnancial statements. In conducting an assessment of the BRR, all relevant 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 modifed in some cases by expert judgment, as prescribed within the Bank’s credit policies. 80 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS To calibrate PDs for each BRR band, the Bank computes yearly transition 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 uncertainty. The calibration process for PD is a through-the-cycle approach. TD’s 21-point BRR scale broadly aligns to external ratings as follows: Description Investment grade Non-investment grade Watch and classifed Impaired/default Rating Category Standard & Poor’s Moody’s Investor Services 0 to 1C 2A to 2C 3A to 3C 4A to 4C 5A to 5C 6 to 8 9A to 9B AAA to AA- A+ to A- BBB+ to BBB- BB+ to BB- B+ to B- CCC+ to CC and below Default Aaa to Aa3 A1 to A3 Baa1 to Baa3 Ba1 to Ba3 B1 to B3 Caa1 to Ca and below Default Facility Risk Rating and LGD The FRR maps to LGD and takes into account facility-specifc characteristics such as collateral, seniority ranking of debt, and loan structure. Different FRR models are used based on industry and obligor size. Data considered in the calibration of the LGD model includes variables such as collateral coverage, 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 judgment 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 experience, suggests higher than average loss rates or lower than average recovery. To refect this, 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 frst 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 Committed Undrawn), where UGD is a percentage between 0% and 100%. BRR up to one-year prior to default remains a predictor for UGD. Average UGD estimates are calibrated by BRR. Historical UGD experience is studied for any downturn impacts, similar to the LGD downturn analysis. The Bank has not found downturn UGD to be signifcantly different than average UGD, therefore the UGDs are set at the average calibrated level, by BRR, plus an appropriate adjustment for statistical and model uncertainty. Credit Risk Exposures Subject to the Standardized Approach Currently SA to credit risk is used primarily for assets in the U.S. non-retail credit portfolio. The Bank is currently in the process of transitioning this portfolio to the AIRB Approach, subject to regulatory approval. Under SA, 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. The Bank 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 frms, and certain public sector entities). The Bank applies the following risk weights to on-balance sheet exposures under SA: Sovereign Bank Corporate 0%1 20%1 100% 1 The risk weight may vary according to the external risk rating. Lower risk weights apply where approved credit risk mitigants exist. Non-retail loans that are more than 90 days past due receive a risk weight of 150%. For off-balance sheet exposures, specifed credit conversion factors are used to convert the notional amount of the exposure into a credit equivalent amount. Derivative Exposures Credit risk on derivative fnancial instruments, also known as counterparty credit risk, is the risk of a fnancial loss occurring as a result of the failure of a counterparty to meet its obligation to the Bank. The Bank uses the SA-CCR to calculate the EAD amount, which is defned by OSFI as a multiple of the summation of replacement cost and potential future exposure, to estimate the risk and determine regulatory capital requirements for derivative exposures. The Global Counterparty Control 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 ongoing stress testing to identify and quantify exposure to extreme events. The Bank establishes various limits, including gross notional limits, to manage business volumes and concentrations. It also regularly assesses market conditions and the valuation of underlying fnancial 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 81 The Bank actively engages in risk mitigation strategies through the use of multi-product derivative master netting agreements, collateral pledging 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 exposures, and managing the size, diversifcation, and maturity structure of the portfolios. There are two types of wrong-way risk exposures, namely general and specifc. General wrong-way risk arises when the PD of the counterparties moves in the same direction as a given market risk factor. Specifc wrong-way risk arises when the exposure to a particular counterparty moves in the same direction as the PD of the counterparty due to the nature of the transactions entered into with that counterparty. These exposures require specifc approval within the credit approval process. The Bank measures and manages specifc 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 resulting from derivative fnancial instruments to higher risk counterparties. As at October 31, 2019, after taking into account risk mitigation strategies, the Bank does not have material derivative exposure to any counterparty considered higher risk as defned by the Bank’s credit policies. In addition, the Bank does not have a material credit risk valuation adjustment to any specifc counterparty. Validation of the Credit Risk Rating System Credit risk rating systems and methodologies are independently validated on a regular basis to verify that they remain accurate predictors of risk. The validation process includes the following considerations: • Risk parameter estimates – PDs, LGDs, and EADs 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, appropriate, and suffcient. • 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. Credit Risk Mitigation The techniques the Bank uses to reduce or mitigate credit risk include written policies and procedures to value and manage fnancial and non-fnancial 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-fnancial and includes residential real estate, real estate under development, commercial real estate, automobiles, and other business assets, such as accounts receivable, inventory, and fxed assets. In the Wholesale Banking business, a large portion of loans are to investment 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 document, register, perfect, and monitor collateral. The Bank also uses collateral and master netting agreements to mitigate derivative counterparty exposure. Security for derivative exposures is primarily fnancial and includes cash and negotiable securities issued by highly rated governments and investment grade issuers. This approach includes pre-defned 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 the Bank’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 the AIRB approach, the Bank only recognizes irrevocable guarantees for Commercial Banking 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 fnancial 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. AVMs are computer-based tools used to estimate 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 signifcantly from the average for the market area. The Bank has specifc risk management guidelines addressing the circumstances when they may be used, and processes to periodically validate AVMs including obtaining third-party appraisals. 82 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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-specifc provisions or write-offs. Gross credit risk exposure does not refect the effects of credit risk mitigation and includes both on-balance sheet and off-balance sheet exposures. 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 exposures for the two approaches the Bank uses to measure credit risk are included in the following table. T A B L E 4 3 GROSS CREDIT RISK EXPOSURES – Standardized and Advanced Internal Ratings-Based Approaches1 (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, 2019 As at October 31, 2018 Standardized AIRB Total Standardized AIRB Total $ 4,380 – 8,015 12,395 $ 386,840 131,863 84,658 603,361 $ 391,220 131,863 92,673 615,756 135,283 104,412 18,165 257,860 $ 270,255 401,096 140,304 118,418 659,818 $ 1,263,179 536,379 244,716 136,583 917,678 $ 1,533,434 $ 3,091 – 12,835 15,926 132,030 95,411 18,019 245,460 $ 261,386 $ 371,450 112,388 80,513 564,351 $ 374,541 112,388 93,348 580,277 346,751 136,951 110,295 593,997 $ 1,158,348 478,781 232,362 128,314 839,457 $ 1,419,734 1 Gross credit risk exposures represent EAD and are before the effects of credit risk mitigation. This table excludes securitization, equity, and other credit RWA. Other Credit Risk Exposures Non-trading Equity Exposures The Bank’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 Effective November 1, 2018, the Bank applies risk weights to all securitization exposures under the revised securitization framework published by the BCBS. The revised securitization framework includes a revised hierarchy to determine capital treatment, and preferential capital treatment for transactions that meet the simple, transparent, and comparable requirements. For externally rated exposures, the Bank uses an External Ratings Based Approach (SEC-ERBA). Risk weights to exposures are assigned using external ratings by external rating agencies, including Moody’s and S&P. The SEC-ERBA also takes into account additional factors, including the type of the rating (long-term or short-term), maturity, and the seniority of the position. For exposures that are not externally rated and are held by an ABCP issuing conduit, the Bank uses the Internal Assessment Approach (IAA). Under the IAA, the Bank considers all relevant risk factors in assessing 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 facilitate 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. Under the IAA, exposures are multiplied by OSFI-prescribed risk weights to calculate RWA for capital purposes. For exposures that are not externally rated and are not held by an ABCP-issuing conduit, the Bank uses the Standardized Approach (SEC-SA). Under SEC-SA, the primary factors that determine the risk weights include the asset class of the underlying loans, the seniority of the position, the level of credit enhancements, and historical delinquency rates. Irrespective of the approach being used to determine the risk weights, all exposures are assigned an internal risk rating based on the Bank’s assessment, which must be reviewed at least annually. The ratings scale TD uses corresponds to the long-term ratings scales used by the rating agencies. The Bank’s internal rating 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 internal rating in all aspects of its credit risk management, including performance tracking, control mechanisms, and management reporting. Market Risk Trading Market Risk is the risk of loss in fnancial instruments held in trading positions due to adverse movements in market factors. These market factors include interest rates, foreign exchange rates, equity prices, commodity prices, credit spreads, and their respective volatilities. Non-Trading Market Risk is the risk of loss on the balance sheet or volatility in earnings from non-trading activities such as asset-liability management or investments, due to adverse movements in market factors. These market factors are predominantly interest rate, credit spread, foreign exchange rates and equity prices. 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, 2019, using the Internal Models Approach. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 83 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 classifed as trading market risk. – – – – – – – As at Non-trading market risk – primary risk sensitivity Interest rate Interest rate Equity, foreign exchange, interest rate Equity, foreign exchange, interest rate Interest rate Equity, foreign exchange, interest rate Foreign exchange, interest rate Interest rate Interest rate Interest rate Equity Interest rate – – – – – – – – – – – Interest rate Equity, foreign exchange, interest rate Interest rate Interest rate Interest rate, foreign exchange Interest rate Interest rate Interest rate Interest rate Interest rate Equity, interest rate T A B L E 4 4 MARKET RISK LINKAGE TO THE BALANCE SHEET1 (millions of Canadian dollars) October 31, 2019 October 31, 2018 Balance sheet Trading market risk Non-trading market risk Other Balance sheet Trading market risk Non-trading market risk Other Assets subject to market risk Interest-bearing deposits with banks Trading loans, securities, and other Non-trading fnancial assets at fair value through proft or loss $ 25,583 $ 215 $ 146,000 143,342 25,368 $ 2,658 – $ – 30,720 $ 729 $ 127,897 125,437 29,991 $ 2,460 6,503 – 6,503 – 4,015 – 4,015 Derivatives 48,894 45,716 3,178 – 56,996 53,087 3,909 Financial assets designated at fair value through proft or loss Financial assets at fair value through 4,040 – 4,040 – 3,618 other comprehensive income 111,104 – 111,104 – 130,600 – – 3,618 130,600 Debt securities at amortized cost, net of allowance for credit losses Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Other assets2 Assets not exposed to market risk Total Assets Liabilities subject to market risk Trading deposits Derivatives 130,497 – 130,497 – 107,171 – 107,171 4,843 165,935 684,608 13,494 9,316 1,774 67,542 161,092 684,608 13,494 9,316 1,774 – $ 1,415,290 $ 194,116 $ 1,153,632 – – – – – – – – – – 67,542 127,379 646,393 17,267 8,445 1,751 3,920 – – – – – 72,651 $ 67,542 $ 1,334,903 – $ 183,173 $ 1,079,079 123,459 646,393 17,267 8,445 1,751 – – – – – 72,651 $ 72,651 $ 26,885 50,051 $ 10,182 45,361 $ 16,703 4,690 $ $ – – 114,704 $ 6,202 $ 108,502 $ 48,270 44,119 4,151 Securitization liabilities at fair value Financial liabilities designated at fair value through proft 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 liabilities2 13,058 13,058 – – 12,618 12,618 – 105,131 886,977 13,494 29,656 125,856 14,086 10,725 17,597 9 – – 28,419 2,973 – – – 105,122 886,977 13,494 1,237 122,883 14,086 10,725 17,597 – – – – – – – – 16 851,439 2 – 14 851,439 17,269 39,478 – 37,323 93,389 14,683 8,740 16,134 3,797 – – – 17,269 2,155 89,592 14,683 8,740 16,134 Liabilities and Equity not exposed to market risk Total Liabilities and Equity 121,774 $ 1,415,290 – – $ 1,193,514 $ 100,002 121,774 $ 121,774 118,163 – $ 1,334,903 $ 104,061 – $ 1,112,679 118,163 $ 118,163 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. 2 Relates to retirement benefits, insurance, and structured entity liabilities. 84 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS MARKET RISK IN TRADING ACTIVITIES The overall objective of the Bank’s trading businesses is to provide wholesale banking services, including facilitation and liquidity, to clients of the Bank. The Bank 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 underwrite new issues. The Bank also trades in order to have in-depth knowledge of market conditions to provide the most effcient 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 Control Committee meets regularly to conduct a review of the market risk profle, trading results of the Bank’s trading businesses as well as changes to market risk policies. The committee is chaired by the Senior Vice President, Market Risk and Model Development, and includes Wholesale Banking senior management. There were no signifcant reclassifcations between trading and non-trading books during the year ended October 31, 2019. 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 identifcation, measurement, and control. The Trading Market Risk Framework is maintained by Risk Management and supports alignment with the Bank’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, organizational 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 specifed 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 The Bank computes total VaR on a daily basis by combining the General Market Risk (GMR) and Idiosyncratic Debt Specifc Risk (IDSR) associated with its 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 fve-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 net revenue, reported on a TEB, within Wholesale Banking. Trading net revenue includes trading income and net interest income related to positions within the Bank’s market risk capital trading books. For the year ending October 31, 2019, there were 20 days of trading losses and trading net revenue was positive for 92% of the trading days, refecting normal trading activity. Losses in the year did not exceed VaR on any trading day. TOTAL VALUE-AT-RISK AND TRADING NET REVENUE (millions of Canadian dollars) Trading Net Revenue Value-at-Risk $40 30 20 10 0 (10) (20) (30) (40) 8 1 0 2 / 1 / 1 1 8 1 0 2 / 8 / 1 1 8 1 0 2 / 5 1 / 1 1 8 1 0 2 / 2 2 / 1 1 8 1 0 2 / 9 2 / 1 1 8 1 0 2 / 6 / 2 1 8 1 0 2 / 3 1 / 2 1 8 1 0 2 / 0 2 / 2 1 8 1 0 2 / 8 2 / 2 1 9 1 0 2 / 7 / 1 9 1 0 2 / 4 1 / 1 9 1 0 2 / 1 2 / 1 9 1 0 2 / 8 2 / 1 9 1 0 2 / 4 / 2 9 1 0 2 / 1 1 / 2 9 1 0 2 / 8 1 / 2 9 1 0 2 / 5 2 / 2 9 1 0 2 / 4 / 3 9 1 0 2 / 1 1 / 3 9 1 0 2 / 8 1 / 3 9 1 0 2 / 5 2 / 3 9 1 0 2 / 1 / 4 9 1 0 2 / 8 / 4 9 1 0 2 / 5 1 / 4 9 1 0 2 / 2 2 / 4 9 1 0 2 / 9 2 / 4 9 1 0 2 / 6 / 5 9 1 0 2 / 3 1 / 5 9 1 0 2 / 0 2 / 5 9 1 0 2 / 7 2 / 5 9 1 0 2 / 3 / 6 9 1 0 2 / 0 1 / 6 9 1 0 2 / 7 1 / 6 9 1 0 2 / 4 2 / 6 9 1 0 2 / 1 / 7 9 1 0 2 / 8 / 7 9 1 0 2 / 5 1 / 7 9 1 0 2 / 2 2 / 7 9 1 0 2 / 9 2 / 7 9 1 0 2 / 5 / 8 9 1 0 2 / 2 1 / 8 9 1 0 2 / 9 1 / 8 9 1 0 2 / 6 2 / 8 9 1 0 2 / 2 / 9 9 1 0 2 / 9 / 9 9 1 0 2 / 6 1 / 9 9 1 0 2 / 3 2 / 9 9 1 0 2 / 0 3 / 9 9 1 0 2 / 7 / 0 1 9 1 0 2 / 4 1 / 0 1 9 1 0 2 / 1 2 / 0 1 9 1 0 2 / 8 2 / 0 1 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 85 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 confdence 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 practices, and regulatory requirements. In 2019, the Bank implemented a modifcation to improve historical equity volatility data used in VaR calculations. To mitigate some of the shortcomings of VaR, the Bank uses additional metrics designed for risk management and capital purposes. These include Stressed VaR, Incremental Risk Charge (IRC), 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 specifed 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 quarter of fscal 2019, 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 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. The Bank applies a Monte Carlo simulation with a one-year horizon and a 99.9% confdence 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. The following table presents the end of year, average, high, and low usage of TD’s portfolio metrics. T A B L E 4 5 PORTFOLIO MARKET RISK MEASURES (millions of Canadian dollars) Interest rate risk Credit spread risk Equity risk Foreign exchange risk Commodity risk Idiosyncratic debt specifc risk Diversifcation effect1 Total Value-at-Risk (one-day) Stressed Value-at-Risk (one-day) Incremental Risk Capital Charge (one-year) As at Average $ 8.6 13.8 7.1 4.3 2.2 16.5 (32.1) 20.4 51.5 230.7 $ 9.4 13.2 6.5 4.7 2.1 15.6 (30.3) 21.2 47.9 225.0 $ High 17.2 22.5 11.5 10.2 4.8 23.5 n/m2 31.8 84.4 279.6 $ 2019 Low 4.3 7.5 3.6 1.0 1.0 10.6 n/m 13.6 33.4 173.1 As at Average High $ 14.2 17.2 6.1 8.7 3.0 17.2 (41.9) 24.5 54.2 237.1 $ 14.0 11.8 7.2 4.4 2.6 16.5 (32.7) 23.8 49.8 205.8 $ 25.7 18.2 12.9 8.7 6.8 22.4 n/m 33.1 84.8 269.8 2018 Low $ 5.3 7.7 4.0 2.2 1.3 11.3 n/m 16.9 28.8 156.2 1 The aggregate VaR is less than the sum of the VaR of the different risk types due to 2 Not meaningful. It is not meaningful to compute a diversification effect because risk offsets resulting from portfolio diversification. the high and low may occur on different days for different risk types. Average VaR decreased year-over-year driven by changes in exposures to interest rate risk. Average Stressed VaR decreased year-over-year from changes in government and fnancial bond positions. Average IRC increased year-over-year due to positions in Canadian banks and provinces. Validation of VaR Model The Bank uses a back-testing process to compare the actual and theoretical proft and losses to VaR to verify that they are consistent with the statistical results of the VaR model. The theoretical proft 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% confdence level preclude standard back-testing techniques. Instead, key parameters of the IRC model such as transition 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, the credit crisis of Fall 2008, and the Brexit referendum of June 2016. Stress tests are produced and reviewed regularly with the Market Risk Control Committee. 86 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 remaining merchant banking investments. Risk Management reviews and approves policies and procedures, which are established to monitor, measure, and mitigate these risks. Asset/Liability Management Asset/liability management deals with managing the market risks of TD’s traditional banking activities. This generally refects the market risks arising from personal and commercial banking products (loans and deposits) as well as related funding, investments and high-quality liquid assets (HQLA). Such structural market risks primarily include interest rate risk and foreign exchange risk. WHO IS RESPONSIBLE FOR ASSET/LIABILITY MANAGEMENT The TBSM group measures and manages the market risks of the Bank’s non-trading banking activities, with oversight from the ALCO, which is chaired by the Group Head and CFO, and includes other senior executives. The Market Risk Control function provides independent oversight, governance, and control over these market risks. The Risk Committee 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 generate losses 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 profle that controls the impact of changes in interest 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. Interest rate risk management is designed 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 profle 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 fnancial options such as mortgage commitments that are granted to customers; and • Developing and implementing strategies to stabilize net interest income from all retail and commercial banking products. The Bank is exposed to interest rate risk when asset and liability principal and interest cash fows, determined using contractual cash-fows and the target-modeled maturity profle for non-maturity products, have different interest payment or maturity dates. These are called “mismatched positions” and impact the Bank’s earnings when its interest-sensitive assets and liabilities reprice as interest rates change and when there are: fnal maturities, normal amortizations, or option exercises (such as prepayment, redemption, or conversion). The Bank’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. Two of the measures used are Net Interest Income Sensitivity (NIIS) and Economic Value at Risk (EVaR). NIIS is defned as the change in net interest income over the next twelve months resulting from mismatched positions for an immediate and sustained 100 bps interest rate shock. NIIS measures the extent to which the maturing and repricing asset and liability cash fows are matched over the next twelve-month period and refects how the Bank’s net interest income will change over that period from the effect of the interest rate shock on the mismatched positions. EVaR is defned 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 profles 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 fow mismatches to changes in long-term interest rates. Closely matching asset and liability cash fows reduces EVaR and mitigates the risk of volatility in future net interest income. To the extent that interest rates are suffciently low and in cases where it is not feasible to measure the impact of a 100 bps decline in interest rates, EVaR and NIIS exposures will be calculated by measuring the impact of a decline in interest rates where the resultant rates do not become negative. The methodology used to calculate NIIS and EVaR captures the impact of changes to assumed customer behaviours, such as interest rate sensitive mortgage prepayments, but does not assume any balance sheet growth, change in business mix, product pricing, or management actions in response to changes in market conditions. The Bank policy as approved by the Risk Committee sets overall limits on EVaR and NIIS which are linked to capital and net interest income, respectively. These limits are consistent with the Bank’s enterprise risk appetite and are periodically reviewed and approved by the Risk Committee. 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 NIIS 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 interest rate risk and other exposures from products with closed (non-optioned) fxed-rate cash fows are measured and managed separately from products that offer customers prepayment options. The Bank projects future cash fows by looking at the impact of: • A target interest sensitivity profle for its non-maturity assets and liabilities; • A target investment profle on its net equity position; and • Liquidation assumptions on mortgages other than from embedded prepayment options. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 87 The Bank also measures its exposure to non-maturity liabilities, such as core deposits, by assessing interest rate elasticity and balance permanence using historical data and business judgment. Fluctuations of non-maturity deposits can occur because of factors such as interest rate movements, equity market movements, and changes to customer liquidity preferences. The objective of portfolio management within the closed-cash-fow book is to eliminate cash fow 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 commitments or embedded in loans and deposits, expose the Bank to a signifcant fnancial risk. To manage these exposures the Bank purchases options or uses a dynamic hedging process designed to replicate the payoff of a purchased option. • Rate Commitments: The Bank measures its exposure from freestanding mortgage rate commitment options using an expected funding profle based on historical experience. Customers’ propensity to fund, and their preference for fxed or foating rate mortgage products, is infuenced 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 behaviour. Econometric models are used to model prepayments and the effects of prepayment behaviour to the Bank. In general mortgage prepayments are also affected by factors, 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. Interest Rate Risk 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 structural interest rate management. This refects the interest rate risk from personal and commercial banking products (loans and deposits) as well as related funding, investments, and HQLA. EVaR is defned 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 profles 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 fow mismatches to changes in interest rates. Closely matching asset and liability cash fows reduces EVaR and mitigates the risk of volatility in future net interest income. ALL INSTRUMENTS PORTFOLIO Economic Value at Risk After Tax – October 31, 2019 and October 31, 2018 (millions of Canadian dollars) October 31, 2018 October 31, 2019 ) s n o i l l i m ( e u a v l t n e s e r p n i e g n a h C $150 50 (50) (150) (250) (350) (450) (550) October 31, 2018: $(238) October 31, 2019: $(418) (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 fnancial instruments, wholesale investments, funding instruments, other capital market alternatives, and, less frequently, product pricing strategies to manage interest rate risk. As at October 31, 2019, an immediate and sustained 100 bps increase in interest rates would have decreased the economic value of shareholders’ equity by $413 million (October 31, 2018 – $238 million decrease) after tax. An immediate and sustained 100 bps decrease in interest rates would have decreased the economic value of shareholders’ equity by $418 million (October 31, 2018 – $2 million increase) after tax. The interest rate exposure, or EVaR, in the insurance business is not included in the above graph. Interest rate risk in the insurance business is managed using defned exposure limits and processes, as set and governed by the insurance Board of Directors. The following table shows the sensitivity of the economic value of shareholders’ equity (after tax) by currency for those currencies where the Bank has material exposure. T A B L E 4 6 SENSITIVITY OF AFTER-TAX ECONOMIC VALUE AT RISK BY CURRENCY (millions of Canadian dollars) Currency Canadian dollar U.S. dollar October 31, 2019 October 31, 2018 100 bps increase $ (39) (374) $ (413) 100 bps decrease $ (43) (375) $ (418) 100 bps increase $ (41) (197) $ (238) 100 bps decrease $ (17) 19 $ 2 For the NIIS measure (not shown on the graph), a 100 bps increase in interest rates on October 31, 2019, would have decreased pre-tax net interest income by $171 million (October 31, 2018 – $73 million decrease) in the next twelve months due to the mismatched positions. A 100 bps decrease in interest rates on October 31, 2019, would have decreased pre-tax net interest income by $73 million (October 31, 2018 – $114 million decrease) in the next twelve months due to the mismatched positions. Reported NIIS remains consistent with the Bank’s risk appetite and within established Board limits. 88 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 4 7 SENSITIVITY OF PRE-TAX NET INTEREST INCOME SENSITIVITY BY CURRENCY October 31, 2019 October 31, 2018 100 bps increase $ (103) (68) $ (171) 100 bps decrease $ 103 (176) (73) $ 100 bps increase $ (49) (24) $ (73) 100 bps decrease $ 49 (163) $ (114) 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 appropriate to the attainment of the following goals: (1) to generate a targeted credit of funds to deposits balances that are in excess of loan balances; (2) to provide a suffcient pool of liquid assets to meet deposit and loan fuctuations and overall liquidity management objectives; (3) to provide eligible securities to meet collateral and cash management requirements; and (4) to manage the target interest rate risk profle of the balance sheet. The Risk Committee reviews and approves the Enterprise Investment Policy that sets out limits for the Bank’s investment portfolio. WHY NET INTEREST MARGIN FLUCTUATES OVER TIME As previously noted, the Bank’s approach to asset/liability management is to ensure that earnings are stable and predictable over time, regardless of cash fow mismatches and the exercise of options granted to customers. This approach also creates margin certainty on fxed rate loans and deposits as they are booked. Despite this approach however, the Bank’s net interest margin on average earning assets is subject to change over time for the following reasons (among others): • Differences in margins earned on new and renewing products relative to the margin previously earned on matured products; • The weighted-average margin on average earning assets will shift as the mix of business changes; • Changes in the basis between the Prime Rate and the Bankers’ Acceptance rate, or the Prime Rate and the London Interbank Offered Rate; and/or • The lag in changing product prices in response to changes in wholesale rates. The general level of interest rates will affect the return the Bank generates on its modeled maturity profle for core deposits and the investment profle 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 to managing these factors tends to moderate their impact over time, resulting in a more stable and predictable earnings stream. (millions of Canadian dollars) Currency Canadian dollar U.S. dollar Future Changes in Interest Rate Risk Measures In April 2016, the BCBS published a new Standard on Interest Rate Risk in the Banking Book (IRRBB) as an update to the Committee’s 2004 publication, to refect changes in market, methodology and supervisory practices regarding the measurement of IRRBB. OSFI issued a revised Interest Rate Risk Management Guideline (B-12) in May 2019 that largely aligns with the BCBS Standard. The new regulatory guideline prescribes IRRBB measures, standardized stress scenarios, and enhancements to governance and modelling. The Bank will adopt these new standards by January 1, 2020 for reporting in the frst quarter of 2020. As a result, the currently reported EVaR measure will be replaced by an Economic Value of Equity (EVE) measure. The primary difference will be the exclusion of an assumed equity profle. In addition, the Bank’s reported NIIS measurement approach will be modifed to align with IRRBB requirements and refect the Bank’s earnings risk from fuctuations in interest rates. 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 denominated in foreign currencies create foreign exchange risk. The Bank is exposed to non-trading foreign exchange risk primarily 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 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 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 certain capital ratios change by no more than an acceptable amount for a given change in foreign exchange rates. Other Non-trading Market Risks 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 certifcate product offering. The exposure is managed by purchasing options to replicate the equity payoff. The Bank is also exposed to non-trading equity price risk primarily from its 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. These share units are recorded as a liability over the vesting period and revalued at each reporting period until settled in cash. Changes in the Bank’s share price can impact non-interest expenses. The Bank uses derivative instruments to manage its non-trading equity price risk. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 89 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 and senior management for managing operational risk are set out by enterprise-wide policies and practices. Risk and Control Self-Assessment Internal controls are one of the primary methods of safeguarding the Bank’s employees, customers, assets, and information, and in preventing and detecting errors and fraud. 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 determine 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 operational risks. The Bank’s policies and processes require that operational risk events be identifed, tracked, and reported to the appropriate level of management to facilitate the Bank’s analysis and management of its risks and inform the assessment of suitable corrective and preventative action. The Bank also reviews, analyzes, and benchmarks itself against operational risk losses that have occurred at other fnancial institutions using information acquired through recognized industry data providers. Scenario Analysis Scenario Analysis is a systematic and repeatable process used to assess the likelihood and loss impact for signifcant and infrequent operational risk events (tail risks). The Bank applies this practice to meet risk measurement and risk management objectives. The process includes the use of relevant external operational loss event data that is assessed considering the Bank’s operational risk profle and control structure. The program raises awareness and educates business owners regarding existing and emerging risks, which may result in the identifcation and implementation of new scenarios and risk mitigation action plans to minimize tail risk. Risk Reporting Risk Management, in partnership with senior management, regularly monitors risk-related measures and the risk profle throughout the Bank to report to senior business management and the Risk Committee. Operational risk measures are systematically tracked, assessed, and reported to promote management accountability and direct the appropriate level of attention to current and emerging issues. Insurance TD’s Corporate Insurance team, with oversight from TD Risk Management, utilizes insurance and other risk transfer arrangements to mitigate and reduce potential future losses related to operational risk. Risk Management includes oversight of the effective use of insurance aligned with the Bank’s risk management strategy and risk appetite. Insurance terms and provisions, including types and amounts of coverage, are regularly assessed so that the Bank’s tolerance for risk and, where applicable, statutory requirements are satisfed. The management process includes conducting regular in-depth risk and fnancial analysis and identifying opportunities to transfer elements of the Bank’s risk to third parties where appropriate. The Bank transacts with external insurers that satisfy its minimum fnancial rating requirements. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes or technology or from human activities or from external events. This defnition includes legal risk but excludes strategic and reputational risk. Operational risk is inherent in all of the Bank’s business activities, including the practices and controls used to manage other risks such as credit, market, and liquidity risk. Failure to manage operational risk can result in fnancial loss (direct or indirect), reputational harm, or regulatory censure and penalties. The Bank actively mitigates and manages operational risk in order to create and sustain shareholder value, successfully execute the Bank’s business strategies, operate effciently, and provide reliable, secure, and convenient access to fnancial services. The Bank maintains a formal enterprise-wide operational risk management framework that emphasizes a strong risk management and internal control culture throughout TD. In fscal 2019, operational risk losses remain within the Bank’s risk appetite. Refer to Note 27 of the 2019 Consolidated Financial Statements for further information on material legal or regulatory actions. WHO MANAGES OPERATIONAL RISK Operational Risk Management is an independent function that owns and maintains the Bank’s Operational Risk Management Framework. This framework sets out the enterprise-wide governance processes, policies, and practices to identify and assess, measure, control, monitor, escalate, and report operational risk. Operational Risk Management is designed to ensure that there is appropriate monitoring and reporting of the Bank’s operational risk profle and exposures to senior management through the OROC, the ERMC, and the Risk Committee. In addition to the framework, Operational Risk Management owns and maintains, or has oversight of the Bank’s operational risk policies. These policies govern the activities of the corporate areas responsible for the management and appropriate oversight of business continuity and crisis management, third-party management, data management, fnancial crime and fraud management, project management, and technology and cyber security management. Examples of operational risks that are owned and maintained by another function, but over which Operational Risk Management has oversight, include fraud risk management, third-party management, and project management. The senior management of individual business units and corporate areas is responsible for the day-to-day management of operational risk following the Bank’s established operational risk management framework and policies and the three lines of defence model. An independent risk management oversight function supports each business segment and corporate area, and monitors and challenges the implementation and use of the operational risk management framework programs according to the nature and scope of the operational risks inherent in the area. The senior executives in each business unit and corporate area participate in a Risk Management Committee that oversees operational risk management issues and initiatives. Ultimately, every employee has a role to play in managing operational risk. In addition to policies and procedures guiding employee activities, training is available to all staff regarding specifc 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 the operational risk appetite, governance processes, and policies. The Operational Risk Management Framework supports alignment with the Bank’s ERF and risk appetite. The framework incorporates sound industry practices and meets regulatory requirements. Key components of the framework include: 90 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Technology and Cyber Security Virtually all aspects of the Bank’s business and operations use technology and information to create and support new markets, competitive products, delivery channels, as well as other business operations and opportunities. The Bank manages these risks to support adequate and proper day-to-day operations; and protect against unauthorized access of the Bank’s technology, infrastructure, systems, information, or data. To achieve this, the Bank actively monitors, manages, and continues to enhance its ability to mitigate these technology and cyber security risks through enterprise-wide programs and industry-accepted cyber threat management practices to enable rapid detection and response. The Bank’s Cybersecurity Subcommittee provides dedicated senior executive oversight, direction and guidance regarding managing of risk relating to cybersecurity, including cyber terrorism and activism, cyber fraud, extortion and theft, as well as, identity and data theft. The Cybersecurity Subcommittee endorses actions and makes recommendations to the CEO and the ERMC as appropriate, including in some instances, supporting onward recommendations to the Risk Committee. Together with the Bank’s operational risk management framework, technology and cyber security programs also include enhanced resiliency planning and testing, as well as disciplined change management practices. Data Management The Bank’s data is a strategic asset that is governed and managed to preserve value and support business objectives. Inconsistent data governance and management practices may compromise the Bank’s data and information assets which could result in fnancial and reputational impacts. The Bank’s Offce of the Chief Data Offcer (OCDO), Corporate and Technology partners develop and implement enterprise wide standards and practices that describe how data and information assets are managed, governed, used, and protected. Business Continuity and Crisis Management The Bank maintains an enterprise-wide Business Continuity and Crisis Management Program that supports management’s ability to operate the Bank’s businesses and operations (including providing customers access to products and services) in the event of a business disruption incident. All areas of the Bank are required to maintain and regularly test business continuity plans to facilitate the continuity and recovery of business operations. The Bank’s Program is supported by formal crisis management measures so that the appropriate level of leadership, oversight and management is applied to incidents affecting the Bank. Third-Party Management A third-party supplier/vendor is an entity that supplies a particular product or service to or on behalf of the Bank. While these relationships bring benefts 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 third-party risk management program that is designed to manage third-party activities throughout the life cycle of an arrangement and provide an appropriate level of risk management and senior management oversight which is appropriate to the size, risk, and criticality of the third-party arrangement. Project Management The Bank has established a disciplined approach to project management across the enterprise coordinated by the Bank’s Enterprise Project Delivery Excellence Group. This approach involves senior management governance and oversight of the Bank’s project portfolio and leverages leading industry practices to guide the Bank’s use of standardized project management methodology, defned project management accountabilities and capabilities, and project portfolio reporting and management tools to support successful project delivery. Financial Crime and Fraud Management The Bank develops and implements enterprise-wide fnancial crime and fraud management strategies, policies, and practices. The Bank employs prevention, detection and monitoring capabilities to strengthen the Bank’s defences and enhance governance, oversight, and collaboration across the enterprise to protect customers, shareholders, and employees from increasingly sophisticated fnancial crimes and fraud. Operational Risk Capital Measurement The Bank’s operational risk capital is determined using the AMA, a risk-sensitive capital model, along with the standardized approach (TSA). OSFI approved the Bank to use AMA in the third quarter of 2016. Entities not reported under AMA, use TSA methodology. Effective the frst quarter of 2019, all entities are reported under AMA. The Bank’s AMA Capital Model uses a Loss Distribution Approach (LDA) and incorporates Internal Loss Data and Scenario Analysis results. External Loss Data is indirectly considered through the identifcation and assessment of Scenario Analysis estimations. Business, Environment and Internal Control Factors (BEICF) are used as a post- model adjustment to capital estimates to refect forward-looking indicators of risk exposure. The Bank’s AMA model includes the incorporation of a diversifcation beneft, which considers correlations across risk types and business lines as extreme loss events may not occur simultaneously across all categories. The capital is estimated at the 99.9% confdence level. Although the Bank manages a comprehensive portfolio of insurance and other risk mitigating arrangements to provide additional protection from loss, the Bank’s AMA model does not consider risk mitigation through insurance. Model Risk Model risk is the potential for adverse consequences arising from decisions based on incorrect or misused models and other estimation approaches and their outputs. It can lead to fnancial loss, reputational risk, or incorrect business and strategic decisions. WHO MANAGES MODEL RISK Primary accountability for the management of model risk resides with the senior management of individual businesses with respect to the models they use. The Model Risk Governance Committee provides oversight of governance, risk, and control matters, by providing a platform to guide, challenge, and advise decision makers and model owners in model risk related matters. Model Risk Management monitors and reports on existing and emerging model risks, and provides periodic assessments to senior management, Risk Management, the Risk Committee of the Board, and regulators on the state of model risk at TD and alignment with the Bank’s Model Risk Appetite. The Risk Committee of the Board approves the Bank’s Model Risk Management Framework and Model Risk Policy. HOW TD MANAGES MODEL RISK The Bank manages model risk in accordance with management approved model risk policies and supervisory guidance which encompass the life cycle of a model, including proof of concept, development, validation, implementation, usage, and ongoing model performance monitoring. The Bank’s Model Risk Management Framework also captures key processes that may be partially or wholly qualitative, or based on expert judgment. Business segments identify the need for a new model or process and are responsible for model development and documentation according to the Bank’s policies and standards. During model development, controls with respect to code generation, acceptance testing, and usage are established 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 performance TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 91 monitoring and usage in accordance with the Bank’s Model Risk Policy. 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. Model Risk Management and Model Validation provide oversight, maintain a centralized inventory of all models as defned in the Bank’s Model Risk Policy, validate and approve new and existing models on a pre-determined schedule depending on model complexity, materiality and criticality, set model performance monitoring standards, and provide training to all stakeholders. The validation process varies in rigour, depending on the model risk rating, but at a minimum contains 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, materiality and criticality; • 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, validation includes a benchmarking exercise which may include the building of an independent model based on an alternative modelling 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 use. As with traditional model approaches, machine-learning models are also subject to the same rigorous standards and risk management practices. At the conclusion of the validation process, a model will either be approved for use or will be rejected and require redevelopment or other courses of action. Models identifed as obsolete or no longer appropriate for use through changes in industry practice, the business environment, or Bank strategies are subject to decommissioning. Model risk exists on a continuum from the most complex and material models to analytical tools (also broadly referred to as non-models) that may still expose the Bank to risk based on their incorrect use or inaccurate outputs. The Bank has policies and procedures in place designed to ensure that the level of independent challenge and oversight corresponds to the materiality and complexity of both models and non-models. Insurance Risk Insurance risk is the risk of fnancial loss due to actual experience emerging differently from expectations in insurance product pricing and/or design, underwriting, claims or reserving than expected at the inception of an insurance contract. Unfavourable experience could emerge due to adverse fuctuations in timing, actual size, and/or frequency of claims (for example, driven by 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 fnancial protection by transferring insured risks to the issuer in exchange for premiums. The Bank is engaged in insurance businesses relating to property and casualty insurance, life and health insurance, and reinsurance, through various subsidiaries; it is through these businesses that the Bank is exposed to insurance risk. WHO MANAGES INSURANCE RISK Senior management within the insurance business units has primary responsibility for managing insurance risk with oversight by the CRO 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 are designed to support strong independent oversight and control of risk within the insurance business. The TD Insurance Risk Committee and its sub committees provide critical oversight of the risk management activities within the insurance business and monitor compliance with insurance risk policies. 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 policy (premium and claims) liabilities is central to the insurance operation. The Bank establishes reserves to cover estimated future payments (including loss adjustment expenses) on all claims or terminations/surrenders of premium arising from insurance contracts underwritten. The reserves cannot be established with complete certainty, and represent management’s best estimate for future payments. As such, the Bank regularly monitors estimates against actual and emerging experience and adjusts reserves as appropriate if experience emerges differently than anticipated. Claim and premium liabilities are governed by the Bank’s general insurance and life and health reserving policies. Sound product design is an essential element of managing risk. The Bank’s exposure to insurance risk is mostly 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 insurance legislation, the regulatory environment, 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. There is also exposure to concentration risk associated with general insurance and life and health coverage. Exposure to insurance risk concentration is managed through established underwriting guidelines, limits, and authorization levels that govern the acceptance of risk. Concentration of insurance risk is also mitigated through the purchase of reinsurance. The insurance business’ reinsurance programs are governed by catastrophe and reinsurance risk management policies. 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 within the reinsurance business to manage concentration risk. 92 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Liquidity Risk The risk of having insuffcient cash or collateral to meet fnancial obligations and an inability to, in a timely manner, raise funding or monetize assets at a non-distressed price. Financial obligations can arise from deposit withdrawals, debt maturities, commitments to provide credit or liquidity support or the need to pledge additional collateral. TD’S LIQUIDITY RISK APPETITE The Bank maintains a prudent and disciplined approach to managing its potential exposure to liquidity risk. The Bank targets a 90-day survival horizon under a combined bank-specifc and market-wide stress scenario, and a minimum buffer over regulatory requirements prescribed by the OSFI Liquidity Adequacy Requirements (LAR) guidelines. Under the LAR guidelines, Canadian banks are required to maintain a Liquidity Coverage Ratio (LCR) at the minimum of 100% and beginning January 2020 will be required to maintain a Net Stable Funding Ratio (NSFR) at the minimum of 100%. The Bank’s funding program emphasizes maximizing deposits as a core source of funding, and having ready access to wholesale funding markets across diversifed terms, funding types, and currencies that is designed to ensure low exposure to a sudden contraction of wholesale funding capacity and to minimize structural liquidity gaps. The Bank also maintains a comprehensive contingency funding plan to enhance preparedness for recovery from potential liquidity stress events. The resultant management strategies and actions comprise an integrated liquidity risk management program that is designed to ensure low exposure to liquidity risk and compliance with regulatory requirements. LIQUIDITY RISK MANAGEMENT RESPONSIBILITY The Bank’s ALCO oversees the Bank’s liquidity risk management program. It ensures there are effective management structures and practices in place to properly measure and manage liquidity risk. The GLF, a subcommittee of the ALCO comprised of senior management from TBSM, Risk Management and Wholesale Banking, identifes and monitors the Bank’s liquidity risks. The management of liquidity risk is the responsibility of the Head of TBSM, while oversight and challenge is provided by the ALCO and independently by Risk Management. The Risk Committee of the Board regularly reviews the Bank’s liquidity position and approves the Bank’s Liquidity Risk Management Framework bi-annually and the related policies annually. The Bank has established TDGUS, as TD’s U.S. IHC, and a Combined U.S. Operations (CUSO) reporting unit that consists of the IHC and TD’s U.S. branch and agency network. Both TDGUS and CUSO are managed to the U.S. Enhanced Prudential Standards liquidity requirements in addition to the Bank’s liquidity management framework. The following areas are responsible for measuring, monitoring, and managing liquidity risks for major business segments: • Risk Management is responsible for maintaining the liquidity risk management policy and asset pledging policy, along with associated limits, standards, and processes which are established to ensure that consistent and effcient liquidity management approaches are applied across all of the Bank’s operations. Risk Management jointly owns the liquidity risk management framework, along with the Chief Financial Offcer. Enterprise Market Risk Control provides oversight of liquidity risk across the enterprise and provides independent risk assessment and effective challenge of liquidity risk. Capital Markets Risk Management is responsible for independent liquidity risk metric reporting. • TBSM Liquidity Management manages the liquidity position of the Canadian Retail (including wealth businesses), Corporate, the Wholesale Banking, and U.S. Retail businesses, as well as the liquidity position of CUSO. • Other regional operations, including those within TD’s insurance, foreign branches, and/or subsidiaries are responsible for managing their liquidity risk in compliance with their own policies, local regulatory requirements and are in alignment with the enterprise framework. HOW TD MANAGES LIQUIDITY RISK The Bank manages the liquidity profle of its businesses to be within the defned liquidity risk appetite, and maintains target requirements for liquidity survivability using a combination of internal and regulatory measures. The Bank’s overall liquidity requirement is defned as the amount of liquid assets the Bank needs to hold to be able to cover expected future cash fow requirements, plus a prudent reserve against potential cash outfows in the event of a capital markets disruption or other events that could affect the Bank’s access to funding or destabilize its deposit base. The Bank maintains an internal view for measuring and managing liquidity that uses an assumed Severe Combined Stress Scenario (SCSS). The SCSS considers potential liquidity requirements during a crisis resulting from a loss of confdence in the Bank’s ability to meet obligations as they come due. In addition to this bank-specifc event, the SCSS also incorporates the impact of a stressed market-wide liquidity event that results in a signifcant reduction in the availability of funding for all institutions and a decrease in the marketability of assets. The Bank’s liquidity policy stipulates that the Bank must maintain a suffcient level of liquid assets to support business growth, and to cover identifed stressed liquidity requirements under the SCSS up to 90 days. The Bank calculates stressed liquidity requirements for the SCSS related to the following conditions: • wholesale funding maturing in the next 90 days (assumes maturing debt will be repaid instead of rolled over); • accelerated attrition or “run-off” of deposit balances; • increased utilization of available credit and liquidity facilities; and • increased collateral requirements associated with downgrades in the Bank’s credit rating and adverse movement in reference rates for derivative and securities fnancing transactions. The Bank also manages its liquidity to comply with the regulatory liquidity requirements in the OSFI LAR (the LCR, the NSFR, and the Net Cumulative Cash Flow (NCCF) monitoring tool). The LCR requires that banks maintain minimum liquidity coverage of 100% over a 30-day stress period, the NSFR requires that banks maintain available stable funding in excess of required stable funding starting January 2020 (a minimum NSFR of 100%), and the NCCF monitors the Bank’s detailed cash fow gaps for various time bands. As a result, the Bank’s liquidity is managed to the higher of its internal liquidity requirements and the target buffers over the regulatory minimums. The Bank considers potential regulatory restrictions on liquidity transferability in the calculation of enterprise liquidity positions. Accordingly, surplus liquidity domiciled in regulated subsidiaries may be excluded from consolidated liquidity positions as appropriate. The Bank’s Funds Transfer Pricing process considers liquidity risk as a key determinant of the cost or credit of funds to the retail and wholesale bank businesses. Liquidity costs applied to loans and trading assets are determined based on the cash fow or stressed liquidity profle, while deposits are assessed based on the required liquidity reserves and balance stability. Liquidity costs are also applied to other contingent obligations like undrawn lines of credit provided to customers. LIQUID ASSETS The unencumbered liquid assets the Bank holds to meet its liquidity requirements must be high-quality securities that the Bank believes can be monetized quickly in stress conditions with minimum loss in market value. The liquidity value of unencumbered liquid assets considers estimated market or trading depths, settlement timing, and/or other identifed impediments to potential sale or pledging. Overall, the Bank expects any reduction in market value of its liquid asset portfolio to be modest given the underlying high credit quality and demonstrated liquidity. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 93 Assets held by the Bank to meet liquidity requirements are summarized in the following tables. The tables do not include assets held within the Bank’s insurance businesses due to investment restrictions. T A B L E 4 8 SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY1,2 (millions 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 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 Securities received as collateral from securities fnancing and derivative transactions $ – 77,275 15 25,151 3,623 2,770 311 109,145 – 47,803 11,873 49,304 1,856 34,607 667 146,110 $ 255,255 $ – 63,463 42 19,241 3,767 1,637 349 88,499 – 37,691 927 45,912 1,576 37,666 4 123,776 $ 212,275 Bank-owned liquid assets $ 5,140 13,872 38,138 15,679 11,149 13,636 2,512 100,126 19,225 34,103 58,222 47,854 84,835 40,550 4,658 289,447 $ 389,573 $ 3,002 18,256 39,649 12,720 6,622 10,554 2,655 93,458 24,046 30,163 47,150 56,034 78,160 33,514 4,786 273,853 $ 367,311 Total liquid assets % of total Encumbered liquid assets Unencumbered liquid assets October 31, 2019 $ 5,140 91,147 38,153 40,830 14,772 16,406 2,823 209,271 19,225 81,906 70,095 97,158 86,691 75,157 5,325 435,557 $ 644,828 $ 3,002 81,719 39,691 31,961 10,389 12,191 3,004 181,957 24,046 67,854 48,077 101,946 79,736 71,180 4,790 397,629 $ 579,586 1% $ 14 6 6 2 3 – 32 3 13 566 56,337 3,816 31,287 3,882 11,225 1,078 108,191 33 37,367 11 15 13 12 1 68 100% 20,939 39,500 7,070 39,403 712 145,024 $ 253,215 1% $ 14 6 5 2 2 1 31 4 12 1,098 47,572 3,057 23,651 3,769 6,028 277 85,452 28 32,918 8 18 14 12 1 69 100% 7,522 41,993 7,234 32,206 191 122,092 $ 207,544 $ 4,574 34,810 34,337 9,543 10,890 5,181 1,745 101,080 19,192 44,539 49,156 57,658 79,621 35,754 4,613 290,533 $ 391,613 October 31, 2018 $ 1,904 34,147 36,634 8,310 6,620 6,163 2,727 96,505 24,018 34,936 40,555 59,953 72,502 38,974 4,599 275,537 $ 372,042 1 Positions stated include gross asset values pertaining to securities 2 Liquid assets include collateral received that can be re-hypothecated or financing transactions. otherwise redeployed. The increase of $18 billion in total unencumbered liquid assets from October 31, 2018, was mainly due to regular wholesale business activity and deposit volume growth in the Canadian Retail and U.S. Retail segments. 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 4 9 SUMMARY OF UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES (millions of Canadian dollars) The Toronto-Dominion Bank (Parent) Bank subsidiaries Foreign branches Total October 31 2019 $ 139,550 228,978 23,085 $ 391,613 As at October 31 2018 $ 136,544 217,565 17,933 $ 372,042 94 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS The Bank’s monthly average liquid assets (excluding those held in insurance subsidiaries) for the years ended October 31, 2019, and October 31, 2018, are summarized in the following table. T A B L E 5 0 SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY1,2 (millions of Canadian dollars, except as noted) Average for the years 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 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 Securities received as collateral from securities fnancing and derivative transactions $ – 69,160 32 23,145 3,907 3,876 397 100,517 – 44,473 7,139 45,645 2,391 36,572 770 136,990 $ 237,507 $ – 54,782 48 17,390 3,729 2,279 348 78,576 – 40,533 677 55,008 1,579 30,034 14 127,845 $ 206,421 Bank-owned liquid assets $ 3,404 13,779 41,436 14,042 8,311 10,742 3,130 94,844 27,019 32,168 51,854 51,841 80,482 37,818 4,680 285,862 $ 380,706 $ 3,115 15,548 41,365 11,160 6,347 10,360 2,216 90,111 34,805 30,349 44,929 53,068 71,142 29,341 4,977 268,611 $ 358,722 Total liquid assets % of total Encumbered liquid assets Unencumbered liquid assets October 31, 2019 $ 3,404 82,939 41,468 37,187 12,218 14,618 3,527 195,361 27,019 76,641 58,993 97,486 82,873 74,390 5,450 422,852 $ 618,213 $ 3,115 70,330 41,413 28,550 10,076 12,639 2,564 168,687 34,805 70,882 45,606 108,076 72,721 59,375 4,991 396,456 $ 565,143 1% $ 13 7 6 2 2 1 32 4 12 457 49,895 3,607 27,559 4,038 9,540 566 95,662 34 37,573 10 16 13 12 1 68 100% 16,393 36,818 7,028 39,191 955 137,992 $ 233,654 1% $ 12 7 5 2 2 1 30 6 13 573 42,407 4,517 21,266 2,018 4,965 278 76,024 127 38,668 8 19 13 10 1 70 100% 8,731 38,663 5,864 24,974 557 117,584 $ 193,608 $ 2,947 33,044 37,861 9,628 8,180 5,078 2,961 99,699 26,985 39,068 42,600 60,668 75,845 35,199 4,495 284,860 $ 384,559 October 31, 2018 $ 2,542 27,923 36,896 7,284 8,058 7,674 2,286 92,663 34,678 32,214 36,875 69,413 66,857 34,401 4,434 278,872 $ 371,535 1 Positions stated include gross asset values pertaining to securities 2 Liquid assets include collateral received that can be re-hypothecated or financing transactions. otherwise redeployed. Average liquid assets held in The Toronto-Dominion Bank and multiple domestic and foreign subsidiaries (excluding insurance subsidiaries) and branches are summarized in the following table. T A B L E 5 1 SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES, AND BRANCHES (millions of Canadian dollars) The Toronto-Dominion Bank (Parent) Bank subsidiaries Foreign branches Total Average for the years ended October 31 2019 $ 140,192 224,533 19,834 $ 384,559 October 31 2018 $ 124,181 217,036 30,318 $ 371,535 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 95 ASSET ENCUMBRANCE In the course of the Bank’s day-to-day operations, assets are pledged to obtain funding, support trading and brokerage businesses, and participate in clearing and/or settlement systems. A summary of encumbered and unencumbered assets (excluding assets held in insurance subsidiaries) is presented in the following table to identify assets that are used or available for potential funding needs. T A B L E 5 2 ENCUMBERED AND UNENCUMBERED ASSETS (millions of Canadian dollars, except as noted) Cash and due from banks Interest-bearing deposits with banks Securities, trading loans, and other6 Derivatives Securities purchased under reverse repurchase agreements7 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 assets8 Total on-balance sheet assets Off-balance sheet items9 Securities purchased under reverse repurchase agreements Securities borrowing and collateral received Margin loans and other client activity Total off-balance sheet items Total Encumbered1 Unencumbered Pledged as collateral2 185 $ 5,394 73,165 – – 25,851 – – – – – – 580 $ 105,175 143,664 60,941 8,900 213,505 $ 318,680 $ Other3 – 90 12,342 – – 61,633 – – – – – – – $ 74,065 – 3,707 – 3,707 $ 77,772 Available as collateral4 – $ 17,798 283,384 – – 83,598 – – – – – – – $ 384,780 32,397 17,328 20,439 70,164 $ 454,944 $ Other5 4,678 2,301 29,253 48,894 165,935 513,526 13,494 9,316 16,976 2,503 5,513 1,799 37,082 $ 851,270 (165,935) – (14,149) (180,084) $ 671,186 As at October 31, 2019 Total assets Encumbered assets as a % of total assets $ 4,863 25,583 398,144 48,894 165,935 684,608 13,494 9,316 16,976 2,503 5,513 1,799 37,662 $ 1,415,290 –% 0.5 6.0 – – 6.2 – – – – – – – 12.7% Total on-balance sheet assets Total off-balance sheet items Total $ 100,719 185,323 $ 286,042 $ 72,086 559 $ 72,645 $ 377,068 57,845 $ 434,913 $ 785,030 (142,072) $ 642,958 October 31, 2018 $ 1,334,903 12.9% 1 Asset encumbrance has been analyzed on an individual asset basis. Where a particular asset has been encumbered and TD has holdings of the asset both on-balance sheet and off-balance sheet, for the purpose of this disclosure, the on and off-balance sheet holdings are encumbered in alignment with the business practice. 2 Represents assets that have been posted externally to support the Bank’s day-to- day operations, including securities financing transactions, clearing and payments, and derivative transactions. Also includes assets that have been pledged supporting Federal Home Loan Bank (FHLB) activity. 3 Assets supporting TD’s long-term funding activities, assets pledged against securitization liabilities, and assets held by consolidated securitization vehicles or in pools for covered bond issuance. 4 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 DSAC that are available for collateral purposes however not regularly utilized in practice. 5 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). 6 Securities include trading loans, securities, non-trading financial assets at fair value through profit or loss and other financial assets designated at fair value through profit or loss, securities at FVOCI, and DSAC. 7 Assets reported in Securities purchased under reverse repurchase agreements represent the value of the loans extended and not the value of the collateral received. 8 Other assets include amounts receivable from brokers, dealers, and clients. 9 Off-balance sheet items include the collateral value from the securities received under reverse repurchase agreements, 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. 96 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS LIQUIDITY STRESS TESTING AND CONTINGENCY FUNDING PLANS In addition to the SCSS, the Bank performs liquidity stress testing on multiple alternate scenarios. These scenarios are a mix of TD-specifc events and market-wide stress events designed to test the impact from risk factors material to the Bank’s risk profle. Liquidity assessments are also part of the Bank’s EWST program. The Bank has liquidity contingency funding plans (CFP) in place at the overall Bank level and for subsidiaries operating in the foreign jurisdictions (“Regional CFP”). The Bank’s CFP provides a documented framework for managing unexpected liquidity situations and thus is an integral component of the Bank’s overall liquidity risk management program. It outlines different contingency levels based on the severity and duration of the liquidity situation, and identifes recovery actions appropriate for each level. For each recovery action, it provides key operational steps required to execute the action. Regional CFPs identify recovery actions to address region-specifc stress events. The actions and governance structure outlined in the Bank’s CFP are aligned with the Bank’s Crisis Management Recovery Plan. CREDIT RATINGS Credit ratings impact the Bank’s borrowing costs and ability to raise funds. Rating downgrades could potentially result in higher fnancing costs, increased requirement to pledge collateral, reduced access to capital markets, and could also affect the Bank’s ability to enter into derivative transactions. Credit ratings and outlooks provided by rating agencies refect their views and are subject to change from time-to-time, based on a number of factors including the Bank’s fnancial 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 fnancial services industry. T A B L E 5 3 CREDIT RATINGS1 Deposits/Counterparty2 Legacy Senior Debt3 Senior Debt4 Covered Bonds Subordinated Debt Subordinated Debt – NVCC Preferred Shares – NVCC Short-Term Debt (Deposits) Outlook Moody’s Aa1 Aa1 Aa3 Aaa A2 A2 (hyb) Baa1 (hyb) P-1 Stable As at October 31, 2019 S&P AA- AA- A – A A- BBB A-1+ Stable DBRS AA (high) AA (high) AA AAA AA (low) A Pfd-2 (high) R-1 (high) Stable 1 The above ratings are for The Toronto-Dominion Bank legal entity. Subsidiaries’ 2 Represents Moody’s Long-Term Deposits Ratings and Counterparty Risk Rating, ratings are 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 in as much 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. S&P’s Issuer Credit Rating, and DBRS’ Long-Term Issuer Rating. 3 Includes a) Senior debt issued prior to September 23, 2018; and b) Senior debt issued on or after September 23, 2018 which is excluded from the bank recapitalization “bail-in” regime, including debt with an original term-to-maturity of less than 400 days and most structured notes. 4 Subject to conversion under the bank recapitalization “bail-in” regime. 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 it is able to provide additional collateral required by trading counterparties in the event of a three-notch downgrades in the Bank’s legacy senior debt ratings. The following table presents the additional collateral that could have been contractually required to be posted to the derivative counterparties as of the reporting date in the event of one, two, and three-notch downgrades of the Bank’s credit ratings. T A B L E 5 4 ADDITIONAL COLLATERAL REQUIREMENTS FOR RA TING DOWNGRADES1 (millions of Canadian dollars) One-notch downgrade Two-notch downgrade Three-notch downgrade Average for the years ended October 31 2019 October 31 2018 $ 98 118 648 $ 92 120 462 1 The above collateral requirements are based on trading counterparty Credit Support Annex (CSA) and the Bank’s credit rating across applicable rating agencies. LIQUIDITY COVERAGE RATIO The LCR is a Basel III metric calculated as the ratio of the stock of unencumbered HQLA over the net cash outfow requirements in the next 30 days under a hypothetical liquidity stress event. The Bank must maintain the LCR above 100% under normal operating conditions in accordance with the OSFI LAR requirement. The Bank’s LCR is calculated according to the scenario parameters in the LAR guideline, including prescribed HQLA eligibility criteria and haircuts, deposit run-off rates, and other outfow and infow rates. HQLA held by the Bank that are eligible for the LCR calculation under the LAR are primarily central bank reserves, sovereign issued or guaranteed securities, high-quality securities or equities issued by non-fnancial entities, and certain covered bonds. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 97 The following table summarizes the Bank’s daily LCR position for the fourth quarter of 2019. T A B L E 5 5 AVERAGE BASEL III LIQUIDITY COVERAGE RATIO1 (millions of Canadian dollars, except as noted) High-quality liquid assets Total high-quality liquid assets Cash outfows Retail deposits and deposits from small business customers, of which: Stable deposits4 Less stable deposits Unsecured wholesale funding, of which: Operational deposits (all counterparties) and deposits in networks of cooperative banks5 Non-operational deposits (all counterparties) Unsecured debt Secured wholesale funding Additional requirements, of which: Outfows related to derivative exposures and other collateral requirements Outfows related to loss of funding on debt products Credit and liquidity facilities Other contractual funding obligations Other contingent funding obligations6 Total cash outfows Cash infows Secured lending Infows from fully performing exposures Other cash infows Total cash infows Total high-quality liquid assets7 Total net cash outfows8 Liquidity coverage ratio Average for the three months ended October 31, 2019 Total unweighted value (average)2 Total weighted value (average)3 $ n/a $ 228,860 $ 486,895 201,722 285,173 252,326 96,617 112,943 42,766 n/a 207,875 29,191 5,786 172,898 16,112 588,405 n/a $ $ 34,569 6,052 28,517 129,771 23,001 64,004 42,766 20,466 59,827 21,757 5,786 32,284 10,221 9,223 $ 264,077 $ 206,652 16,882 56,864 $ 280,398 $ 27,156 8,000 56,864 $ 92,020 Average for the three months ended October 31 2019 July 31 2019 Total adjusted value Total adjusted value $ 228,860 172,057 $ 220,622 166,520 133% 132% 1 The LCR for the quarter ended October 31, 2019, is calculated as an average 6 Includes uncommitted credit and liquidity facilities, stable value money market of the 60 daily data points in the quarter. 2 Unweighted inflow and outflow values are outstanding balances maturing or callable within 30 days. 3 Weighted values are calculated after the application of respective HQLA haircuts or inflow and outflow rates, as prescribed by OSFI LAR guideline. 4 As defined by OSFI LAR, stable deposits from retail and small medium-sized enterprise (SME) customers are deposits that are insured, and are either held in transactional accounts or the depositors have an established relationship with the Bank that make deposit withdrawal highly unlikely. 5 Operational deposits from non-SME business customers are deposits kept with the Bank in order to facilitate their access and ability to conduct activities such as clearing, custody, or cash management services. mutual funds, outstanding debt securities with remaining maturity greater than 30 days, and other contractual cash outflows. TD has no contractual obligation to buyback these outstanding TD debt securities, and as a result, a 0% outflow rate is applied under the OSFI LAR guideline. 7 Adjusted HQLA includes both asset haircut and applicable caps, as prescribed by the OSFI LAR guideline (HQLA assets after haircuts are capped at 40% for Level 2 and 15% for Level 2B). 8 Adjusted Net Cash Outflows include both inflow and outflow rates and applicable caps, as prescribed by the OSFI LAR guideline (inflows are capped at 75% of outflows). The Bank’s average LCR of 133% for the quarter ended October 31, 2019, continues to meet the regulatory requirement. The Bank holds a variety of liquid assets commensurate with the liquidity needs of the organization. Many of these assets qualify as HQLA under the OSFI LAR guideline. The average HQLA of the Bank for the quarter ended October 31, 2019, was $229 billion (July 31, 2019 – $221 billion), with Level 1 assets representing 81% (July 31, 2019 – 82%). The Bank’s reported HQLA excludes excess HQLA from the U.S. Retail operations, as required by the OSFI LAR guideline, to refect liquidity transfer considerations between U.S. Retail and its affliates as a result of U.S. Federal Reserve Board’s regulations. By excluding excess HQLA, the U.S. Retail LCR is effectively capped at 100% prior to total Bank consolidation. 98 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS FUNDING The Bank has access to a variety of unsecured and secured funding sources. The Bank’s funding activities are conducted in accordance with the liquidity management policy that requires assets be funded to the appropriate term and to a prudent diversifcation profle. 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, wealth, and TD Ameritrade sweep deposits (collectively, “P&C deposits”) that make up over 70% of the Bank’s total funding. WHOLESALE FUNDING The Bank actively maintains various registered external wholesale term (greater than 1 year) funding programs to provide access to diversifed funding sources, including asset securitization, covered bonds, and unsecured wholesale debt. The Bank raises term funding through Senior Notes, NHA MBS, Canada Mortgage Bonds, and notes backed by credit card receivables (Evergreen Credit Card Trust). The Bank’s wholesale funding is diversifed by geography, by currency, and by funding types. The Bank raises short-term (1 year and less) funding using certifcates of deposit and commercial paper. T A B L E 5 6 SUMMARY OF DEPOSIT FUNDING (millions of Canadian dollars) P&C deposits – Canadian Retail P&C deposits – U.S. Retail Other deposits Total As at October 31 2019 October 31 2018 $ 382,252 $ 359,473 346,624 36 $ 743,036 $ 706,133 360,761 23 The following table summarizes the registered term funding programs by geography, with the related program size. Canada United States Europe Capital Securities Program ($10 billion) Canadian Senior Medium Term Linked Notes Program ($4 billion) HELOC ABS Program (Genesis Trust II) ($7 billion) U.S. SEC (F-3) Registered Capital and Debt Program (US$45 billion) United Kingdom Listing Authority (UKLA) Registered Legislative Covered Bond Program ($55 billion) UKLA Registered European Medium Term Note Program (US$20 billion) The Bank regularly evaluates opportunities to diversify its funding into new markets and to new investors in order to manage funding risk and cost. The following table presents a breakdown of the Bank’s term debt by currency and funding type. Term funding as at October 31, 2019, was $129.8 billion (October 31, 2018 – $127.7 billion). The Bank maintains depositor concentration limits in respect of short-term wholesale deposits so that it is not over-dependent on individual depositors for funding. The Bank also limits short-term wholesale funding maturity concentration in an effort to mitigate exposures to refnancing risk during a stress event. T A B L E 5 7 LONG-TERM FUNDING Long-term funding by currency Canadian dollar U.S. dollar Euro British pound Other Total Long-term funding by type Senior unsecured medium-term notes Covered bonds Mortgage securitization1 Term asset backed securities Total As at October 31 2019 October 31 2018 32% 37 21 6 4 100% 54% 31 11 4 100% 32% 39 19 7 3 100% 55% 29 12 4 100% 1 Mortgage securitization excludes the residential mortgage trading business. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 99 The following table represents the remaining maturity of various sources of funding outstanding as at October 31, 2019, and October 31, 2018. T A B L E 5 8 WHOLESALE FUNDING (millions of Canadian dollars) Deposits from banks1 Bearer deposit note Certifcates of deposit Commercial paper Covered bonds Mortgage securitization Legacy senior unsecured medium-term notes2 Senior unsecured medium-term notes3 Subordinated notes and debentures4 Term asset backed securitization Other5 Total Of which: Secured Unsecured Total Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year Up to 1 year Over 1 to 2 years Over 2 years Total Total As at October 31 2019 October 31 2018 104 $ 11,893 $ 359 6,839 18,227 907 – 2,305 – – – 6,774 $ 6,931 $ 3,378 $ 1,480 $ 939 13,572 11,606 – 1,181 13 – – – 1,500 – $ 11,893 $ 14,176 3,872 – 51,401 – 55,570 – 36,284 21,122 27,301 18,944 69,518 16,595 – 12,762 8,740 10,725 5,626 1,222 6,534 2,082 $ 42,342 $ 32,189 $ 27,038 $ 66,878 $ 168,447 $ 40,758 $ 83,452 $ 292,657 $ 279,022 – $ – 357 – 13,713 3,754 18,046 1,645 – 2,901 342 5,442 61,995 48,872 39,873 27,144 55,277 14,407 10,725 5,857 11,172 2,624 29,620 13,567 1,835 1,579 16,219 – – 986 344 5,442 61,638 48,872 5,038 4,446 20,636 – – 1,734 8,748 1,520 11,607 5,472 2,296 1,686 2,099 – – 748 130 $ 41,435 907 $ 1,181 $ 4,730 $ 4,400 $ 11,218 $ 20,368 $ 41,298 $ 72,884 $ 69,225 209,797 157,229 $ 42,342 $ 32,189 $ 27,038 $ 66,878 $ 168,447 $ 40,758 $ 83,452 $ 292,657 $ 279,022 219,773 22,308 62,478 20,390 42,154 31,008 1 Includes fixed-term deposits with banks. 2 Includes a) senior debt issued prior to September 23, 2018; and b) senior debt issued on or after September 23, 2018 which is excluded from the bank recapitalization “bail-in” regime, including debt with an original term-to-maturity of less than 400 days. Excluding the Wholesale Banking mortgage aggregation business, the Bank’s total 2019 mortgage-backed securities issuance was $2.3 billion (2018 – $2.6 billion), and other asset-backed securities was $2.7 billion (2018 – $1.8 billion). The Bank also issued $19.3 billion of unsecured medium-term notes (2018 – $29.1 billion) and $8.9 billion of covered bonds (2018 – $9.9 billion), in various currencies and markets during the year ended October 31, 2019. REGULATORY DEVELOPMENTS CONCERNING LIQUIDITY AND FUNDING In July 2019, OSFI published proposed changes to Guideline B-6: Liquidity Principles for public consultation. The changes proposed aim to ensure that this guideline remains relevant and current, and include additional clarity with respect to OSFI’s expectations regarding institutions’ liquidity risk management practices. OSFI has targeted an implementation date of January 2020. MATURITY ANALYSIS OF ASSETS, LIABILITIES, AND OFF-BALANCE SHEET COMMITMENTS The following table summarizes on-balance sheet and off-balance sheet categories by remaining contractual maturity. Off-balance sheet commitments include contractual obligations to make future payments on operating capital lease commitments, certain purchase obligations, and other liabilities. The values of credit instruments reported in the following table represent the maximum amount of additional credit that the Bank could be obligated to extend should such instruments be fully drawn or utilized. Since a signifcant portion of guarantees and commitments are expected to expire without being drawn upon, the total of the contractual amounts is not representative of expected future liquidity requirements. These contractual obligations have an impact on the Bank’s short-term and long-term liquidity and capital resource needs. 3 Comprised of senior debt subject to conversion under the bank recapitalization “bail-in” regime. Excludes $2.2 billion of structured notes subject to conversion under the “bail-in” regime (October 31, 2018 – nil). 4 Subordinated notes and debentures are not considered wholesale funding as they may be raised primarily for capital management purposes. 5 Includes fixed-term deposits from non-bank institutions (unsecured) of $11.2 billion (October 31, 2018 – $6.5 billion). In April 2019, OSFI published its fnal guidelines for Canadian application of NSFR as part of its LAR. The NSFR requires that the ratio of available stable funding over required stable funding be greater than 100%. The NSFR is designed to reduce structural funding risk by requiring banks to have suffcient stable sources of funding and lower reliance on funding maturing in less than one year to support their businesses. OSFI implementation of NSFR for D-SIBs will be in January 2020 and the public disclosure requirement will begin in January 2021. In April 2019, OSFI also published changes to the LAR guideline with an implementation date of January 2020. The changes increase reserve requirements on certain retail deposit types that, in the view of OSFI, may have higher risk of withdrawals in periods of stress. The regulation also introduces new liquidity monitoring requirements. The maturity analysis presented does not depict the degree of the Bank’s maturity transformation or the Bank’s 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. The Bank utilizes stable non-maturity deposits (chequing and savings accounts) and term deposits as the primary source of long-term funding for the Bank’s non-trading assets including personal and business term loans and the stable balance of revolving lines of credit. The Bank issues long-term funding based primarily on the projected net growth of non-trading assets and raises short term funding primarily to fnance trading assets. The liquidity of trading assets under stressed market conditions is considered when determining the appropriate term of the funding. 100 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 5 9 REMAINING CONTRACTUAL MATURITY (millions of Canadian dollars) 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 5 years As at October 31, 2019 No specifc maturity Total Assets Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other1 Non-trading fnancial assets at fair value through proft or loss Derivatives Financial assets designated at fair value through proft or loss Financial assets at fair value through other comprehensive income Debt securities at amortized cost, net of allowance for credit losses Securities purchased under reverse repurchase agreements2 Loans Residential mortgages Consumer instalment and other personal Credit card Business and government 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 brokers, dealers, and clients Other assets Total assets Liabilities Trading deposits Derivatives Securitization liabilities at fair value Financial liabilities designated at fair value through proft or loss Deposits4,5 Personal Banks Business and government6 Total deposits Acceptances Obligations related to securities sold short1 Obligations related to securities sold under repurchase agreements2 Securitization liabilities at amortized cost Amounts payable to brokers, dealers, and clients Insurance-related liabilities Other liabilities7 Subordinated notes and debentures Equity Total liabilities and equity Off-balance sheet commitments Credit and liquidity commitments8,9 Operating lease commitments10 Other purchase obligations Unconsolidated structured entity commitments Total off-balance sheet commitments $ 4,857 $ 19,892 1,197 147 5,786 6 $ – $ 1,137 3,990 2 8,472 77 3,916 37 3,255 – $ – 3,171 – $ – 2,873 – $ – 15,672 – $ – 25,939 – $ – 19,014 – $ 4,477 70,228 4,863 25,583 146,000 668 2,109 314 2,222 1,301 5,610 1,803 8,652 1,488 12,788 743 – 6,503 48,894 195 696 156 82 83 404 1,725 699 – 4,040 1,431 3,818 4,161 6,339 6,426 18,205 40,289 28,594 1,841 111,104 1,878 5,233 2,254 1,050 764 8,791 45,127 65,401 (1) 130,497 98,904 34,839 24,000 6,331 1,765 44 52 – – 165,935 2,006 850 – 29,460 32,316 – 32,316 11,127 – – – 5,595 1,819 – 5,573 12,987 – 12,987 2,211 – – – 8,013 3,170 – 7,970 19,153 – 19,153 152 – – – 9,832 3,620 – 9,496 22,948 – 22,948 4 – – – 11,719 3,544 – 8,830 24,093 – 24,093 – – – – 34,029 17,256 – 21,078 72,363 – 72,363 – – – – 101,591 61,736 – 71,071 234,398 – 234,398 – – – – 62,855 28,236 – 61,266 152,357 – 152,357 – – – – – 60,103 36,564 21,773 118,440 (4,447) 113,993 – 9,316 16,976 2,503 235,640 180,334 36,564 236,517 689,055 (4,447) 684,608 13,494 9,316 16,976 2,503 – – – – – – – – – – – – – – – – 5,513 1,799 5,513 1,799 20,575 2,548 20,575 17,087 $ 200,853 $ 74,782 $ 59,991 $ 42,870 $ 38,643 $ 122,559 $ 358,142 $ 280,438 $ 237,012 $ 1,415,290 – 1,391 – 2,830 – 9,624 – 168 – 103 – 169 – 157 – 97 $ 5,837 $ 3,025 $ 4,166 $ 2,606 $ 3,185 $ 2,430 $ 4,014 $ 1,622 $ 7,180 – 7,968 668 3,603 412 2,062 494 1,763 387 5,546 1,656 8,148 7,499 13,781 1,942 – $ – – 26,885 50,051 13,058 22,193 25,370 15,799 20,496 20,907 356 1 9 – 105,131 5,218 6,771 18,576 30,565 11,127 384 8,990 1,459 10,049 20,498 2,211 654 9,459 150 7,569 17,178 152 398 7,691 1 10,482 18,174 4 819 7,583 6 10,670 18,259 – 1,171 9,374 – 34,130 43,504 – 3,351 9,670 3 46,188 55,861 – 9,882 21 7 7,594 7,622 – 12,115 445,424 8,354 221,538 675,316 – 882 503,430 16,751 366,796 886,977 13,494 29,656 101,856 – 20,224 513 2,993 1,274 694 355 30 342 47 2,098 12 6,586 – 2,918 – – 125,856 14,086 23,746 190 2,845 – – 23,746 6,920 21,004 10,725 87,701 $ 205,923 $ 84,588 $ 47,697 $ 47,327 $ 47,003 $ 63,267 $ 95,278 $ 51,746 $ 772,461 $ 1,415,290 – 874 138 10,725 – – 1,953 6,609 – 87,701 – 388 1,334 – – – 1,612 1,663 – – – 315 3,142 – – – 330 1,293 – – – 940 3,339 – – – 318 641 – – $ 19,388 $ 21,652 $ 18,391 $ 13,537 $ 12,034 $ 27,207 $ 111,281 $ 5,856 $ 1,294 $ 230,640 7,621 3,172 2,332 1,031 3,365 556 250 185 165 182 247 206 244 177 936 753 82 82 – – 408 3,200 $ 19,960 $ 22,792 $ 20,186 $ 14,451 $ 12,552 $ 28,977 $ 114,644 $ 9,777 $ 1,294 $ 244,633 1,360 793 461 97 81 – – – 1 Amount has been recorded according to the remaining contractual maturity of the underlying security. 2 Certain contracts considered short-term are presented in ‘less than 1 month’ category. 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 $40 billion of covered bonds with remaining contractual maturities of $1 billion in ‘less than 1 month’, $2 billion in ‘over 3 months to 6 months’, $2 billion in ‘over 6 months to 9 months’, $14 billion in ‘over 1 to 2 years’, $18 billion in ‘over 2 to 5 years’, and $3 billion in ‘over 5 years’. 6 On June 30, 2019, TD Capital Trust IV redeemed all of the outstanding $550 million TD Capital Trust IV Notes – Series 1 at a redemption price of 100% of the principal amount plus any accrued and unpaid interest payable on the date of redemption. 7 Includes $83 million of capital lease commitments with remaining contractual maturities of $2 million in ‘less than 1 month’, $4 million in ‘1 month to 3 months’, $5 million in ‘3 months to 6 months’, $5 million in ‘6 months to 9 months’, $5 million in ‘9 months to 1 year’, $22 million in ‘over 1 to 2 years’, $39 million in ‘over 2 to 5 years’, and $1 million in ‘over 5 years’. 8 Includes $374 million in commitments to extend credit to private equity investments. 9 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. 10 Includes rental payments, related taxes, and estimated operating expenses. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 101 T A B L E 5 9 REMAINING CONTRACTUAL MATURITY (continued) 1 (millions of Canadian dollars) 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 5 years As at October 31, 2018 No specifc maturity Total Assets Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other2 Non-trading fnancial assets at fair value through proft or loss Derivatives Financial assets designated at fair value through proft or loss Financial assets at fair value through other comprehensive income Debt securities at amortized cost, net of allowance for credit losses Securities purchased under reverse repurchase agreements3 Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Total loans Allowance for loan losses Loans, net of allowance for loan losses Customers’ liability under acceptances Investment in TD Ameritrade Goodwill4 Other intangibles4 Land, buildings, equipment, and other depreciable assets4 Deferred tax assets Amounts receivable from brokers, dealers, and clients Other assets Total assets Liabilities Trading deposits Derivatives Securitization liabilities at fair value Financial liabilities designated at fair value through proft or loss Deposits5,6 Personal Banks Business and government Total deposits Acceptances Obligations related to securities sold short2 Obligations related to securities sold under repurchase agreements3 Securitization liabilities at amortized cost Amounts payable to brokers, dealers, and clients Insurance-related liabilities Other liabilities7 Subordinated notes and debentures Equity Total liabilities and equity Off-balance sheet commitments Credit and liquidity commitments8,9 Operating lease commitments10 Other purchase obligations Unconsolidated structured entity commitments $ 4,733 $ 28,332 1,971 – 7,343 2 $ – $ 924 5,244 12 9,263 154 2,111 99 5,275 – 21 3,653 460 3,276 $ – $ 16 3,998 906 2,321 – $ – 9,683 – $ – 25,772 – $ – 25,895 – $ 1,273 49,570 4,735 30,720 127,897 227 7,130 841 12,436 848 9,952 622 – 4,015 56,996 30 95 535 243 90 297 1,532 796 – 3,618 1,111 4,214 4,150 5,354 3,962 19,777 57,922 31,936 2,174 130,600 881 2,577 3,010 3,594 4,059 8,103 34,032 50,990 (75) 107,171 77,612 30,047 14,426 3,807 1,458 29 – – – 127,379 908 753 – 23,052 24,713 – 24,713 14,984 – – – – – 3,234 1,332 – 4,320 8,886 – 8,886 2,145 – – – – – 6,614 2,628 – 5,539 14,781 – 14,781 132 – – – 11,166 3,724 – 7,131 22,021 – 22,021 6 – – – 11,061 4,131 – 9,269 24,461 – 24,461 – – – – 43,063 14,313 – 19,637 77,013 – 77,013 – – – – 113,852 56,632 – 67,922 238,406 – 238,406 – – – – 35,293 26,321 – 59,251 120,865 – 120,865 – – – – – 62,245 35,018 21,533 118,796 (3,549) 115,247 – 8,445 16,536 2,459 225,191 172,079 35,018 217,654 649,942 (3,549) 646,393 17,267 8,445 16,536 2,459 – – – – – – – – – – – – 5,324 2,812 5,324 2,812 26,940 3,432 26,940 15,596 $ 192,082 $ 64,263 $ 46,599 $ 42,555 $ 41,413 $ 122,395 $ 371,242 $ 241,372 $ 212,982 $ 1,334,903 – 1,926 – 8,595 – 854 – 120 – 142 – 136 – 301 – 90 $ 16,145 $ 37,337 $ 31,081 $ 12,954 $ 11,739 $ 4,230 194 2,263 272 6,195 – 8,684 981 3,103 661 1,183 $ 5,510 1,822 3,260 $ 9,282 6,719 1,005 $ 9,003 1,969 – $ 114,704 48,270 – 12,618 – 10 5 – – – – – 1 – 16 4,330 6,499 18,840 29,669 14,986 2,621 7,094 1,941 19,337 28,372 2,145 3,679 7,541 255 7,033 14,829 132 1,500 6,245 24 9,984 16,253 6 387 7,718 54 11,299 19,071 – 904 10,222 – 21,345 31,567 – 4,330 9,876 3 54,780 64,659 – 13,771 38 8 8,000 8,046 – 11,474 424,580 7,928 206,465 638,973 – 812 477,644 16,712 357,083 851,439 17,269 39,478 73,759 22 15,508 1,240 3,516 625 428 503 108 575 43 2,496 27 6,232 – 2,990 – – 93,389 14,683 28,385 213 2,916 – – 28,385 6,698 19,174 8,740 80,040 $ 174,921 $100,876 $ 56,998 $ 35,930 $ 36,636 $ 50,093 $ 107,882 $ 44,283 $ 727,284 $ 1,334,903 – 1,755 5,704 – 80,040 – 310 1,394 – – – 1,624 2,308 – – – 294 2,631 – – – 309 1,326 – – – 937 2,205 – – – 903 152 8,740 – – 353 538 – – Total off-balance sheet commitments $ 18,484 $ 18,151 $ 18,571 $ 13,830 $ 9,558 $ 27,220 $ 104,887 $ $ 18,341 $ 16,732 $ 17,222 $ 13,105 $ 9,159 $ 25,720 $ 101,210 $ 79 64 159 181 – 1,079 240 169 940 237 159 329 233 166 – 902 591 2,188 1,081 7 408 5,260 $ 1,293 $ 208,042 7,267 – 3,229 2,960 – 549 – 2,763 9,038 $ 1,293 $ 221,032 – 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Amount has been recorded according to the remaining contractual maturity of the underlying security. 3 Certain contracts considered short-term are presented in ‘less than 1 month’ category. 4 For the purposes of this table, non-financial assets have been recorded as having ‘no specific maturity’. 5 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’. 6 Includes $36 billion of covered bonds with remaining contractual maturities of $1 billion in ‘3 months to 6 months’, $3 billion in ‘6 months to 9 months’, $2 billion in ‘9 months to 1 year’, $5 billion in ‘over 1 to 2 years’, $22 billion in ‘over 2 to 5 years’, and $3 billion in ‘over 5 years’. 102 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 7 Includes $60 million of capital lease commitments with remaining contractual maturities of $2 million in ‘less than 1 month’, $5 million in ‘1 month to 3 months’, $7 million in ‘3 months to 6 months’, $6 million in ‘6 months to 9 months’, $6 million in ‘9 months to 1 year’, $12 million in ‘over 1 to 2 years’, $17 million in ‘over 2 to 5 years’, and $5 million in ‘over 5 years’. 8 Includes $205 million in commitments to extend credit to private equity investments. 9 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. 10 Includes rental payments, related taxes, and estimated operating expenses. Capital Adequacy Risk Capital adequacy risk is the risk of insuffcient capital being available in relation to the amount of capital required to carry out the Bank’s strategy and/or satisfy regulatory and internal CAR. Capital is held to protect the viability of the Bank in the event of unexpected fnancial losses. Capital represents the loss-absorbing funding required to provide a cushion to protect depositors and other creditors from unexpected losses. Managing capital levels requires that the Bank holds suffcient capital, in normal and stress environments, to avoid the risk of breaching minimum capital levels prescribed by regulators. WHO MANAGES CAPITAL ADEQUACY RISK The Board reviews the adherence to capital targets and approves the annual capital plan and the Global Capital Management Policy. The Risk Committee 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 profle. The CRO and CFO oversee that the Bank’s ICAAP is effective in meeting CAR. 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 allocation of capital limits for business segments and reviews adherence to capital targets. TBSM is responsible for forecasting and monitoring compliance with capital targets, on a consolidated basis, with oversight provided by ALCO. TBSM updates the capital forecast, including appropriate changes to capital issuance, repurchase and redemption. The capital forecast is reviewed by ALCO. TBSM also leads the ICAAP and EWST processes. The Bank’s business segments are responsible for managing to the allocated capital limits. Additionally, regulated subsidiaries of the Bank, including certain insurance subsidiaries and subsidiaries in the U.S. and other jurisdictions, manage their capital adequacy risk in accordance with applicable regulatory requirements. Capital management policies and procedures of these subsidiaries are also required to conform with those of the Bank. U.S.-regulated subsidiaries of the Bank are required to follow several regulatory guidelines, rules and expectations related to capital planning and stress testing including the U.S. Federal Reserve Board’s Regulation YY establishing Enhanced Prudential Standards for FBOs and the stress test rule and capital plan rule both applicable to U.S. Bank Holding Companies. Refer to the sections on “Future Regulatory Capital Developments”, “EWST”, and “Top and Emerging Risks That May Affect the Bank and Future Results” for further details. HOW TD MANAGES CAPITAL ADEQUACY RISK Capital resources are managed in a manner designed so that 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 defned by both internal and regulatory capital requirements, so that it meets the higher of these requirements. Regulatory capital requirements represent minimum capital levels. The Board approves capital targets that provide a suffcient buffer so that the Bank meets minimum capital requirements under stress conditions. The purpose of these capital targets is to reduce the risk of a breach of minimum capital requirements, due to an unexpected stress event, allowing management the opportunity to react to declining capital levels before minimum capital requirements are breached. Capital targets are defned in the Global Capital Management Policy. 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 RWA and Leverage exposure limits. Capital generation and usage are 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 results of the EWST are considered in the determination of capital targets. 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 confdence level so that the Bank will be able to meet its obligations, even after absorbing worst-case unexpected losses over a one-year period. In addition, the Bank has a Capital Contingency Plan that is designed to prepare management to maintain capital adequacy through periods of bank-specifc or systemic market stress. The Capital Contingency Plan outlines the governance and procedures to be followed if the Bank’s consolidated capital levels are forecast to fall below capital targets. It also outlines potential management actions that may be taken to prevent such a breach from occurring. Legal, Regulatory Compliance and Conduct Risk Legal, Regulatory Compliance and Conduct (LRCC) risk is the risk associated with the failure to meet the Bank’s legal obligations from legislative, regulatory or contractual perspectives, obligations under the Bank’s Code of Conduct and Ethics, or requirements of fair business conduct or market conduct practices. This includes risks associated with the failure to identify, communicate, and comply with current and changing laws, regulations, rules, regulatory guidance or self-regulatory organization standards, and codes, including the prudential risk management of Money Laundering, Terrorist Financing, Economic Sanctions, and Bribery and Corruption risk (the “LRCC Requirements”). Potential consequences of failing to mitigate LRCC risk include fnancial loss, regulatory sanctions, and loss of reputation, which could be material to the Bank. The Bank is exposed to LRCC risk in virtually all of its activities. Failure to mitigate LRCC risk and meet regulatory and legal requirements can impact the Bank’s ability to meet strategic objectives, poses a risk of censure or penalty, may lead to litigation, and puts the Bank’s reputation at risk. Financial penalties, reputational damage, and other costs associated with legal proceedings, and unfavourable judicial or regulatory determinations may also adversely affect the Bank’s business, results of operations and fnancial condition. LRCC 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 and also because LRCC risk generally cannot be effectively mitigated by trying to limit its impact to any one business or jurisdiction, as realized LRCC risk may adversely impact unrelated business or jurisdictions. LRCC risk is inherent in the normal course of operating the Bank’s businesses. WHO MANAGES LEGAL, REGULATORY COMPLIANCE, AND CONDUCT RISK The proactive and effective management of LRCC risk is complex given the breadth and pervasiveness of exposure. The LRCC Risk Management Framework applies enterprise-wide to the Bank and to all of its corporate functions, business segments, its governance, risk, and oversight functions. Each of the Bank’s businesses is responsible for compliance with LRCC requirements applicable to their jurisdiction and specifc business requirements, and for adhering to LRCC requirements in their business operations, including setting the appropriate tone for TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 103 legal, regulatory compliance, and conduct risk management. This accountability involves assessing the risk, designing and implementing controls, and monitoring and reporting their ongoing effectiveness to safeguard the businesses from operating outside of the Bank’s risk appetite. The Legal, Compliance, and Global Anti-Money Laundering departments, together with the Regulatory Risk and Regulatory Relationships and Government Affairs groups, provide objective guidance, advice, and oversight with respect to managing LRCC risk. Representatives of these groups interact regularly with senior executives of the Bank’s businesses. Also, the senior management of the Legal, Compliance, and GAML departments have established regular meetings with and reporting to the Audit Committee, which oversees the establishment and maintenance of policies and programs that are reasonably designed to achieve and maintain the Bank’s compliance with the laws and regulations that apply to it. Senior management of the Compliance Department also reports regularly to the Corporate Governance Committee, which oversees conduct risk management in the Bank. In addition, senior management of the Regulatory Risk group has established periodic reporting to the Board and its committees. HOW TD MANAGES LEGAL, REGULATORY COMPLIANCE AND CONDUCT RISK Effective management of LRCC risk is a result of enterprise-wide collaboration and requires (a) independent and objective identifcation and assessment of LRCC risk, (b) objective guidance and advisory services to identify, assess, control, and monitor LRCC risk, and (c) an approved set of frameworks, policies, procedures, guidelines, and practices. While each business line is accountable for operating in compliance with applicable laws and regulations and for effectively managing LRCC risk. Each of the Legal, Compliance, and GAML departments plays a critical role in the management of LRCC risk at the Bank. Depending on the circumstances, they play different roles at different times: ‘trusted advisor’, provider of objective guidance, independent challenge, and oversight and control (including ‘gatekeeper’ or approver). In particular, the Compliance department performs the following functions: it acts as an independent regulatory compliance and conduct risk management oversight function; it assesses the adequacy of, adherence to, and effectiveness of the Bank’s Regulatory Compliance Management (RCM) controls; it is accountable for leading the enterprise conduct risk governance and reporting framework; and it supports the Chief Compliance Offcer in providing an opinion to the Audit Committee as to whether the RCM controls are suffciently robust in achieving compliance with applicable regulatory requirements. The Compliance department works in partnership with Human Resources and Operational Risk Management to provide oversight and challenge to the businesses in their management of conduct risk. The GAML department: acts as an independent regulatory compliance and risk management oversight function and is responsible for regulatory compliance and the broader prudential risk management components of the GAML, Anti-Terrorist Financing, Sanctions, and Anti-Bribery/Anti-Corruption programs (the “GAML Programs”), including their design, content, and enterprise-wide implementation; develops standards, monitors, evaluates, and reports on GAML program controls, design, and execution; and reports on the overall adequacy and effectiveness of the GAML Programs, including program design and operation. In addition, the Compliance and GAML departments have developed methodologies and processes to measure and aggregate regulatory compliance risks and conduct risks on an ongoing basis as a baseline to assess whether the Bank’s internal controls are effective in adequately mitigating such risks and determine whether individual or aggregate business activities are conducted within the Bank’s risk appetite. The Legal department acts as an independent provider of legal services and advice, and protects the Bank from unacceptable legal risk. The Legal department has also developed methodologies for measuring litigation risk for adherence to the Bank’s risk appetite. Processes employed by the Legal, Compliance, and GAML departments (including policies and frameworks, training and education, and the Code of Conduct and Ethics) support the responsibility of each business to adhere to LRCC requirements. Finally, the Bank’s Regulatory Risk and Government Affairs groups also create and facilitate communication with elected offcials and regulators, monitor legislation and regulations, support business relationships with governments, coordinate regulatory examinations and regulatory fndings remediation, support regulatory discussions on new or proposed products or business initiatives, and advance the public policy objectives of the Bank. Reputational Risk Reputational risk is the potential that stakeholder perceptions, whether true or not, regarding the Bank’s business practices, actions or inactions, will or may cause a signifcant 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 that is essential to optimizing shareholder value and therefore, is constantly at risk. Reputational risk can arise as a consequence of negative perceptions about the Bank’s business practices involving any aspect of the Bank’s operations and usually involves concerns about business ethics and integrity, competence, or the quality or suitability of products and services. Since all risk categories can have an impact on a company’s reputation, reputational risk is not managed in isolation from the Bank’s other major risk categories and can ultimately impact its 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 reputational risk as part of their regular mandate. The ERRC is the most senior executive committee for the review of reputational risk matters at TD. The mandate of the RRC is to oversee the management of reputational risk within the Bank’s risk appetite. Its main accountability is to review and assess business and corporate initiatives and activities where signifcant reputational risk profles have been identifed and escalated. At the same time, every employee and representative of the Bank has a responsibility to contribute in a positive way to the Bank’s reputation and the management of reputational risk. This means that every Bank employee is responsible for following ethical practices at all times, complying with applicable policies, legislation, and regulations and are also supporting positive interactions with the Bank’s stakeholders. Reputational risk is most effectively managed when everyone at the Bank works continuously to protect and enhance its reputation. HOW TD MANAGES REPUTATIONAL RISK The Bank’s approach to the management of reputational risk combines the experience and knowledge of individual business segments, corporate shared service areas and governance, risk and oversight functions. It is based on enabling TD’s businesses to understand their risks and developing the policies, processes, and controls required to manage these risks appropriately in line with the Bank’s strategy and reputational risk appetite. The Bank’s Reputational Risk Management Framework provides a comprehensive overview of its approach to the management of this risk. Amongst other signifcant policies, the Bank’s Enterprise Reputational Risk Management Policy is approved by the Group Head and CRO and sets out the requirements under which business segments and corporate shared services are required to manage reputational risk. These requirements include implementing procedures and designating a business-level committee (where required by the Policy) to review and assess reputational risks and escalation to the ERRC as appropriate. The Bank also has an enterprise-wide New Business and Product Approval (NBPA) Policy that is approved by the CRO and establishes standard practices to support consistent processes for approving new businesses, products, and services across the Bank. The policy is supported by business segment specifc processes, which involve independent review from oversight functions, and consider all aspects of a new product, including reputational risk. 104 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Environmental Risk Environmental risk is the possibility of loss of strategic, fnancial, operational or reputational value resulting from the impact of environmental issues or concerns, including climate change, 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, business operations, and associated services; (2) indirect risks associated with environmental performance or environmental events, such as changing climate patterns that may impact the Bank’s customers and clients to whom TD provides fnancing or in which TD invests, as well as social risks; (3) identifcation and management of new or emerging environmental regulatory issues; and (4) failure to understand and appropriately leverage environment-related trends to meet customer and consumer demands for products and services. WHO MANAGES ENVIRONMENTAL RISK The Executive Vice President and Chief Marketing Offcer holds senior executive accountability for environmental management. The Executive Vice President is supported by the Vice President of Global Corporate Citizenship who provides management oversight, and the Head of Environment who has management responsibility and leads the Corporate Environmental Affairs team. The Corporate Environmental Affairs team is responsible for developing environmental strategy, setting environmental performance standards and targets, and reporting on performance. In addition, the Bank’s Risk Management group has environment risk oversight accountabilities, including for establishing risk policies, processes and governance to monitor and report on these risks at the Bank. The Bank’s various business-specifc and enterprise risk committees are also involved in monitoring material risks and acting as governance bodies for escalation of material environmental and social risk issues. HOW TD MANAGES ENVIRONMENTAL RISK The Bank manages environmental risks through an Environmental Policy, which is supported with several business segment level policies and procedures across the Bank. The Bank’s Environmental Policy refects the global scope of its activities. The Bank’s environmental metrics, targets, and performance are publicly reported within its annual ESG Report. Key performance measures are reported according to the Global Reporting Initiative (GRI) and is independently assured. The Bank applies its Environmental and Social Credit Risk Management Procedures to credit and lending in the wholesale and commercial businesses. These procedures include assessment of TD’s clients’ policies, procedures, and performance on material environmental and related social issues, such as air, land, and water risk, biodiversity, stakeholder engagement, and free prior and informed consent (FPIC) of Indigenous Peoples. Within Wholesale and Commercial Banking, sector-specifc guidelines 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 ESG Report. The Bank reports on climate-related risk in its ESG Report. In the 2018 ESG Report, the Bank provided disclosure on its alignment with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) which seek to provide a more consistent approach in assessing and reporting climate-related risks and opportunities. The Bank is a member of the United Nations Environment Programme Finance Initiative (UNEP-FI) and is participating in TCFD pilot studies led by UNEP-FI that seek to develop harmonized industry-wide approaches for climate scenario analysis in bank lending, investments, and insurance portfolios. TDAM is a signatory to the United Nations Principles for Responsible Investment (UNPRI). Under the UNPRI, investors commit to incorporate ESG issues into investment analysis and decision-making. TDAM has adopted its Sustainable Investing Policy across its operations since 2009. The Policy provides a high level overview of how TDAM fulfls its commitment to the six guiding principles set out by the UNPRI. In 2015, TD Insurance became a signatory to the UNEP-FI Principles for Sustainable Insurance, which provides a global framework for managing ESG risks within the insurance industry. The Bank proactively monitors and assesses policy and legislative developments, and maintains an ‘open door’ approach with environmental and community organizations, industry associations, and responsible investment organizations. Additional information on TD’s environmental policy, management and performance is included in the ESG Report, which is available on the Bank’s website. 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, protocols and interaction guidelines and also participates in TD Ameritrade’s Board. The terms of the Stockholders Agreement provide for certain information 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, protocols and guidelines between the Bank and TD Ameritrade are designed to coordinate necessary intercompany information fow. The Bank has designated the Group Head and Chief Financial Offcer to have responsibility for the TD Ameritrade investment. The Group President and Chief Executive Offcer and the Group Head and Chief Financial Offcer have regular meetings with TD Ameritrade’s Chief Executive Offcer and Chief Financial Offcer. In addition to regular communication at the Chief Executive Offcer and Chief Financial Offcer 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 evaluates risk factors, vendor matters, and business issues as part of TD’s oversight of its investment in TD Ameritrade. As with other material risk issues, where required, material risk issues associated with TD Ameritrade are reported up to TD’s Board or an appropriate Board committee. As required pursuant to the Federal Reserve Board’s “enhanced prudential standards” under Regulation YY, TD’s investment in TD Ameritrade is held by TDGUS, the IHC. The activities and interactions described above are inclusive of those that fulfl TDGUS’ risk management responsibilities under Regulation YY. Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, the Bank has the right to designate fve of twelve members of TD Ameritrade’s Board of Directors. The Bank’s designated directors currently include the Bank’s Group President and Chief Executive Offcer and four independent directors of TD or TD’s U.S. subsidiaries. TD Ameritrade’s bylaws, which state that the Chief Executive Offcer’s appointment requires approval of two-thirds of the Board, ensure the selection of TD Ameritrade’s Chief Executive Offcer 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 exceptions. Currently, the directors the Bank designates serve as members on a number of TD Ameritrade Board committees, including chairing the Audit Committee and the Human Resources and Compensation Committee, as well as serving on the Risk Committee and Corporate Governance Committee. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 105 ACCOUNTING STANDARDS AND POLICIES Critical Accounting Policies and Estimates The Bank’s accounting policies and estimates are essential to understanding its results of operations and fnancial condition. A summary of the Bank’s signifcant accounting policies and estimates are presented in the Notes of the 2019 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 and changes to accounting standards and policies could have a materially adverse 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, determining estimates, and adopting new accounting standards 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 the classifcation and measurement of fnancial assets, accounting for impairments of fnancial assets, the determination of fair value of fnancial instruments, accounting for derecognition, the valuation of goodwill and other intangibles, accounting for employee benefts, accounting for income taxes, accounting for provisions, accounting for insurance, the consolidation of structured entities, and accounting for revenue from contract with customers. ACCOUNTING POLICIES AND ESTIMATES The Bank’s 2019 Consolidated Financial Statements have been prepared in accordance with IFRS. For details of the Bank’s accounting policies and signifcant judgments, estimates, and assumptions under IFRS, refer to Notes 2 and 3 of the Bank’s 2019 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 fnancial 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 and changes to accounting standards and policies could have a materially adverse 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, determining estimates, and adopting new accounting standards are well-controlled and occur in an appropriate and systematic manner. CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS Business Model Assessment The Bank determines its business models based on the objective under which its portfolios of fnancial assets are managed. Refer to Note 2 for details on the Bank’s business models. In determining its business models, the Bank considers the following: • Management’s intent and strategic objectives and the operation of the stated policies in practice; • The primary risks that affect the performance of the business model and how these risks are managed; • How the performance of the portfolio is evaluated and reported to management; and • The frequency and signifcance of fnancial asset sales in prior periods, the reasons for such sales and the expected future sales activities. Sales in themselves do not determine the business model and are not considered in isolation. Instead, sales provide evidence about how cash fows are realized. A held-to-collect business model will be reassessed by the Bank to determine whether any sales are consistent with an objective of collecting contractual cash fows if the sales are more than insignifcant in value or infrequent. Solely Payments of Principal and Interest Test In assessing whether contractual cash fows are solely payments of principal and interest (SPPI), the Bank considers the contractual terms of the instrument. This includes assessing whether the fnancial asset contains a contractual term that could change the timing or amount of contractual cash fows such that they would not be consistent with a basic lending arrangement. In making the assessment, the Bank considers the primary terms as follows and assesses if the contractual cash fows of the instruments continue to meet the SPPI test: • Performance-linked features; • Terms that limit the Bank’s claim to cash fows from specifed assets (non-recourse terms); • Prepayment and extension terms; • Leverage features; and • Features that modify elements of the time value of money. IMPAIRMENT OF FINANCIAL ASSETS Significant Increase in Credit Risk For retail exposures, criteria for assessing signifcant increase in credit risk are defned at the appropriate product or portfolio level and vary based on the exposure’s credit risk at origination. The criteria include relative changes in PD, absolute PD backstop, and delinquency backstop when contractual payments are more than 30 days past due. Credit risk has increased signifcantly since initial recognition when one of the criteria is met. For non-retail exposures, BRR is determined on an individual borrower basis using industry and sector-specifc credit risk models that are based on historical data. Current and forward-looking information that is specifc to the borrower, industry, and sector is considered based on expert credit judgment. Criteria for assessing signifcant increase in credit risk are defned at the appropriate segmentation level and vary based on the BRR of the exposure at origination. Criteria include relative changes in BRR, absolute BRR backstop, and delinquency backstop when contractual payments are more than 30 days past due. Credit risk has increased signifcantly since initial recognition when one of the criteria is met. Measurement of Expected Credit Loss For retail exposures, ECLs are calculated as the product of PD, loss given default (LGD), and exposure at default (EAD) at each time step over the remaining expected life of the fnancial asset and discounted to the reporting date at the effective interest rate. PD estimates represent the point-in-time PD, updated quarterly based on the Bank’s historical experience, current conditions, and relevant forward-looking expectations over the expected life of the exposure to determine the lifetime PD curve. LGD estimates are determined based on historical charge-off events and recovery payments, current information about attributes specifc to the borrower, and direct costs. Expected cash fows from collateral, guarantees, and other credit enhancements are incorporated in LGD if integral to the contractual terms. Relevant macroeconomic variables are incorporated in determining expected LGD. EAD represents the expected balance at default across the remaining expected life of the exposure. EAD incorporates forward- looking expectations about repayments of drawn balances and expectations about future draws where applicable. 106 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS For non-retail exposures, ECLs are calculated based on the present value of cash shortfalls determined as the difference between contractual cash fows and expected cash fows over the remaining expected life of the fnancial instrument. Lifetime PD is determined by mapping the exposure’s BRR to point-in-time PD over the expected life. LGD estimates are determined by mapping the exposure’s facility risk rating (FRR) to expected LGD which takes into account facility-specifc characteristics such as collateral, seniority ranking of debt, and loan structure. Relevant macroeconomic variables are incorporated in determining expected PD and LGD. Expected cash fows are determined by applying the expected LGD to the contractual cash fows to calculate cash shortfalls over the expected life of the exposure. Forward-Looking Information In calculating the ECL, the Bank employs internally developed models that utilize parameters for PD, LGD, and EAD. Forward-looking macroeconomic factors including at the regional level are incorporated in the risk parameters as relevant. Additional risk factors that are industry or segment specifc are also incorporated, where relevant. Three forward-looking macroeconomic forecasts are generated by TD Economics as part of the ECL process: A base forecast, an upside forecast, and a downside forecast. The base forecast is updated quarterly. Upside and downside forecasts are generated quarterly using realistically possible outcomes that are statistically derived relative to the base forecast based on historical distribution. TD Economics will apply judgment to recommend probability weights to each forecast on a quarterly basis. The proposed macroeconomic forecasts and probability weightings are subject to robust management review and challenge process by a cross-functional committee that includes representation from TD Economics, Risk Management, Finance, and the Business. ECLs calculated under each of the three forecasts are applied against the respective probability weightings to determine the probability-weighted ECLs. Refer to Note 8 of the Consolidated Financial Statements for further details on the macroeconomic variables and ECL sensitivity. Expert Credit Judgment ECLs are recognized on initial recognition of the fnancial assets. Allowance for credit losses represents management’s best estimate of risk of default and ECLs on the fnancial assets, including any off-balance sheet exposures, at the balance sheet date. Management exercises expert credit judgment in assessing if an exposure has experienced signifcant increase in credit risk since initial recognition and in determining the amount of ECLs at each reporting date by considering reasonable and supportable information that is not already included in the quantitative models. Management’s judgment is used to determine the point within the range that is the best estimate for the qualitative component contributing to ECLs, based on an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators and forward-looking information that are not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for credit losses and may result in a change in the allowance for credit losses. FAIR VALUE MEASUREMENTS The fair value of fnancial instruments traded in active markets at the balance sheet date is based on their quoted market prices. For all other fnancial instruments not traded in an active market, fair value may be based on other observable current market transactions involving the same or similar instruments, without modifcation 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 fow analysis, option pricing models, and other valuation techniques commonly used by market participants. For certain complex or illiquid fnancial instruments, fair value is determined using valuation techniques in which current market transactions 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 judgment. 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. Judgment is also used in recording fair value adjustments to model valuations to account for measurement uncertainty when valuing complex and less actively traded fnancial instruments. If the market for a complex fnancial instrument develops, the pricing for this instrument may become more transparent, resulting in refnement of valuation models. For example, IBOR reform may also have an impact on the fair value of products that reference or use valuation models with IBOR inputs. An analysis of fair values of fnancial instruments and further details as to how they are measured are provided in Note 5 of the Bank’s 2019 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 fows from the fnancial assets have been retained or transferred and the extent to which the risks and rewards of ownership of the fnancial assets have been retained or transferred. If the Bank neither transfers nor retains substantially all of the risks and rewards of ownership of the fnancial asset, a decision must be made as to whether the Bank has retained control of the fnancial asset. Upon derecognition, the Bank will record a gain or loss on sale of those assets which is calculated as the difference between the carrying amount of the asset transferred and the sum of any cash proceeds received, including any fnancial asset received or fnancial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized in AOCI. In determining the fair value of any fnancial asset received, the Bank estimates future cash fows 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, ECLs, the cost of servicing the assets, and the rate at which to discount these expected future cash fows. Actual cash fows may differ signifcantly from those estimated by the Bank. Retained interests are classifed 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 fows. Differences between the actual cash fows and the Bank’s estimate of future cash fows are recognized in trading income. These assumptions are subject to periodic review and may change due to signifcant changes in the economic environment. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 107 GOODWILL AND OTHER INTANGIBLES The recoverable amount of the Bank’s cash-generating units (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 recoverable amount of CGUs, and the use of different assumptions and estimates in the calculations could infuence 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, assumptions 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 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 beneft obligation and expense related to the Bank’s pension and non-pension post-retirement beneft plans are determined using multiple assumptions that may signifcantly infuence 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 signifcant impact on the assumptions. The discount rate used to value liabilities is determined by reference to market yields on high-quality corporate bonds with terms matching the plans’ specifc cash fows. The other assumptions are also long-term estimates. All assumptions are subject to a degree of uncertainty. Differences between actual experiences and the assumptions, 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 maintains provisions for uncertain tax positions that it believes appropriately refect 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 suffcient taxable proft 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 various 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 signifcantly infuenced by the Bank’s forecast of future proft 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, 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. 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 beneft 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. 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 fows, including premiums, claims, and expenses required to administer the policies. Critical assumptions used in the measurement of life and health insurance contract liabilities are determined by the appointed actuary. Further information on insurance risk assumptions is provided in Note 22. CONSOLIDATION OF STRUCTURED ENTITIES Management judgment is required when assessing whether the Bank should consolidate an entity. 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 signifcant variable returns from the entity. If it is determined that the Bank has both decision-making power and signifcant 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. 108 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 signifcant 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 facilities, or lending commitments. If the Bank has decision-making power over the entity and absorbs signifcant variable returns from the entity, it then determines if it is acting as principal 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 signifcant variable returns, unless an analysis of the factors above indicates otherwise. The decisions above are made with reference to the specifc facts and circumstances relevant for the structured entity and related transaction(s) under consideration. REVENUE FROM CONTRACTS WITH CUSTOMERS The Bank applies judgment to determine the timing of satisfaction of performance obligations which affects the timing of revenue recognition, by evaluating the pattern in which the Bank transfers control of services promised to the customer. A performance obligation is satisfed over time when the customer simultaneously receives and consumes the benefts as the Bank performs the service. For performance obligations satisfed over time, revenue is generally recognized using the time-elapsed method which is based on time elapsed in proportion to the period over which the service is provided, for example, personal deposit account bundle fees. The time-elapsed method is a faithful depiction of the transfer of control for these services as control is transferred evenly to the customer when the Bank provides a stand-ready service or effort is expended evenly by the Bank to provide a service over the contract period. In contracts where the Bank has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Bank’s performance completed to date, the Bank recognizes revenue in the amount to which it has a right to invoice. The Bank satisfes a performance obligation at a point in time if the customer obtains control of the promised services at that date. Determining when control is transferred requires the use of judgment. For transaction-based services, the Bank determines that control is transferred to the customer at a point in time when the customer obtains substantially all of the benefts from the service rendered and the Bank has a present right to payment, which generally coincides with the moment the transaction is executed. The Bank exercises judgment in determining whether costs incurred in connection with acquiring new revenue contracts would meet the requirement to be capitalized as incremental costs to obtain or fulfl a contract with customers. IMPAIRMENT OF FINANCIAL ASSETS PRIOR TO NOVEMBER 1, 2017 UNDER IAS 39 The following is applicable to periods prior to November 1, 2017 for fnancial instruments accounted for under IAS 39. Available-for-Sale Securities Impairment losses were recognized on AFS securities if there was objective evidence of impairment as a result of one or more events that occurred after initial recognition and the loss event(s) resulted in a decrease in the estimated cash fows of the instrument. The Bank individually reviewed these securities at least quarterly for the presence of these conditions. For AFS equity securities, a signifcant or prolonged decline in fair value below cost was considered objective evidence of impairment. For AFS debt securities, a deterioration of credit quality was considered objective evidence of impairment. Other factors considered in the impairment assessment included fnancial position and key fnancial indicators of the issuer of the instrument, signifcant 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 were recognized on held-to-maturity securities if there was objective evidence of impairment as a result of one or more events that occurred after initial recognition and the loss event(s) resulted in a decrease in the estimated cash fows of the instrument. The Bank reviewed these securities at least quarterly for impairment at the counterparty-specifc level. If there was no objective evidence of impairment at the counterparty-specifc level then the security was grouped with other held-to-maturity securities with similar credit risk characteristics and collectively assessed for impairment, which considered losses incurred but not identifed. A deterioration of credit quality was considered objective evidence of impairment. Other factors considered in the impairment assessment included the fnancial position and key fnancial indicators of the issuer, signifcant 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 classifed as a loan, was considered impaired when there was objective evidence that there had been a deterioration of credit quality subsequent to the initial recognition of the loan to the extent the Bank no longer had reasonable assurance as to the timely collection of the full amount of principal and interest. The Bank assessed loans for objective evidence of impairment individually for loans that were individually signifcant, and collectively for loans that were not individually signifcant. The allowance for credit losses represented management’s best estimate of impairment incurred in the lending portfolios, including any off-balance sheet exposures, at the balance sheet date. Management exercised judgment as to the timing of designating a loan as impaired, the amount of the allowance required, and the amount that would be recovered once the borrower defaulted. Changes in the amount that management expected to recover would have a direct impact on the provision for credit losses and may have resulted in a change in the allowance for credit losses. If there was no objective evidence of impairment for an individual loan, whether signifcant or not, the loan was included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identifed. In calculating the probable range of allowance for incurred but not identifed credit losses, the Bank employed internally developed models that utilized parameters for PD, LGD, and EAD. Management’s judgment was used to determine the point within the range that was the best estimate of losses, based on an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators that were not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for credit losses and may have resulted in a change in the incurred but not identifed allowance for credit losses. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 109 ACCOUNTING STANDARDS AND POLICIES Current and Future Changes in Accounting Policies CURRENT CHANGES IN ACCOUNTING POLICIES The following new and amended standards have been adopted by the Bank. IBOR Reform and its Effects on Financial Reporting As a result of the effects of Interbank Offered Rates (IBOR) reform, on September 26, 2019, the IASB issued Interest Rate Benchmark Reform, Amendments to IFRS 9, IAS 39, and IFRS 7, of which the Bank adopted the applicable amendments to IFRS 7 relating to hedge accounting and will apply the remaining amendments related to IAS 39 as and when applicable to the Bank’s hedging relationships. The amendments provide temporary exceptions from applying specifc hedge accounting requirements to all hedging relationships directly affected by interest rate benchmark reform. Under the amendments, entities would apply hedge accounting requirements assuming that the interest rate benchmark is not altered, thereby enabling hedge accounting to continue during the period of uncertainty prior to the replacement of an existing interest rate benchmark with an alternative benchmark rate. The amendments also provide an exception from the requirement to discontinue hedge accounting if the actual results of the hedge do not meet the effectiveness requirements as a result of interest rate benchmark reform. Amendments were also made to IFRS 7 introducing additional disclosures related to amended IAS 39. Refer to Notes 2 and 11 for further details. Revenue from Contracts with Customers On November 1, 2018, the Bank adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15), which establishes the principles for recognizing revenue and cash fows arising from contracts with customers and prescribes the application of a fve-step recognition and measurement model. The standard excludes from its scope, revenue arising from items such as fnancial instruments, insurance contracts, and leases. The Bank adopted the standard on a modifed retrospective basis, recognizing the cumulative effect of initially applying the standard as an adjustment to opening retained earnings without restating comparative period fnancial information. The adoption of IFRS 15 resulted in a reduction to Shareholders’ Equity of $41 million related to certain expenses not eligible for deferral under IFRS 15. The presentation of certain revenue and expense items is changed due to IFRS 15 and reclassifed prospectively. These presentation changes are not signifcant and do not have an impact on net income. In addition to the above changes related to the adoption of IFRS 15, the Bank also changed its accounting policy on securities lending and borrowing transactions. Where securities are received or pledged as collateral, securities lending income and securities borrowing fees are recorded in Non-interest income and Non-interest expenses, respectively, on the Consolidated Statement of Income. This change has been applied retrospectively. Share-based Payment In June 2016, the IASB published amendments to IFRS 2, Share-based Payment (IFRS 2), which provide additional guidance on the classifcation and measurement of share-based payment transactions. The amendments clarify the accounting for cash-settled share-based payment transactions that include a performance condition, the classifcation of share-based payment transactions with net settlement features for withholding tax obligations, and the accounting for modifcations of share-based payment transactions from cash-settled to equity-settled. The amendments to IFRS 2 are effective for annual periods beginning on or after January 1, 2018, which was November 1, 2018 for the Bank. These amendments have been applied prospectively and did not have a signifcant impact on the Bank. FUTURE CHANGES IN 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. Leases In January 2016, the IASB issued IFRS 16, Leases (IFRS 16), which will replace IAS 17, Leases, introducing a single lessee accounting model for all leases by eliminating the distinction between operating and fnancing leases. IFRS 16 requires lessees to recognize right-of-use assets and lease liabilities for most leases on the balance sheet. Lessees will also recognize depreciation expense on the right-of-use asset, interest expense on the lease liability, and a shift in the timing of expense recognition in the statement of income. Short-term leases, which are defned as those that have a lease term of twelve months or less, and leases of low-value assets are exempt. Lessor accounting remains substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, which will be November 1, 2019 for the Bank. The Bank will adopt the new standard using the modifed retrospective approach by recognizing the cumulative effect of the transitional impact in opening retained earnings within the Consolidated Balance Sheet at November 1, 2019, with no restatement of the comparative periods. The Bank’s IFRS 16 program is governed by a formal multi-functional enterprise-wide governance structure and project delivery plan. Additional processes and internal controls over fnancial reporting have also been developed. In adopting IFRS 16, the Bank will apply certain practical expedients as permitted by IFRS 16, including: using hindsight to determine the lease term where lease contracts contain options to extend or terminate a lease, measuring the right-of-use asset retrospectively on a selection of leases, not reassessing under IFRS 16, contracts that were previously identifed as leases under the previous accounting standards (IAS 17, Leases, and IFRIC 4, Determining whether an arrangement contains a lease), and applying the exemption for short-term leases to be expensed. The Bank’s real estate leases, previously classifed as operating leases, will be impacted the most by the adoption of IFRS 16. The Bank also leases certain equipment and other assets under similar payment terms. On November 1, 2019, the Bank estimates increases of $4.4 billion of new right-of-use assets, $5.5 billion of lease liabilities, and other balance sheet adjustments and reclassifcations of $0.6 billion. The decrease of retained earnings is approximately $0.5 billion after tax. Based on the current regulatory requirements, the expected impact to Common Equity Tier 1 (CET1) capital is a decrease of 24 basis points (bps). Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts (IFRS 17), which replaces the guidance in IFRS 4, Insurance Contracts and establishes principles for recognition, measurement, presentation, and disclosure of insurance contracts. IFRS 17 is currently effective for the Bank’s annual reporting period beginning November 1, 2021. In June 2019, the IASB issued an Exposure Draft which proposes targeted amendments to IFRS 17 including, amongst other matters, a deferral of the effective date by one year. It is expected that the IASB will fnalize the amendments to the standard in mid-2020. Any change to the Bank’s effective date is subject to updates of OSFI’s related Advisory. The Bank is currently in the fnal stages of its planning activities, which includes developing the project plan based on results from business impact assessments, reviewing resource requirements to support this approach, and monitoring the impact of IASB changes to the IFRS 17 standard. 110 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS Uncertainty over Income Tax Treatments In June 2017, the IASB issued IFRIC Interpretation 23, Uncertainty over Income Tax Treatments, which clarifes application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. The interpretation is effective for annual periods beginning on or after January 1, 2019, which will be November 1, 2019 for the Bank. The interpretation can be applied using either full retrospective application or modifed retrospective application without restatement of comparatives and is not expected to have a signifcant impact on the Bank. Conceptual Framework for Financial Reporting In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Revised Conceptual Framework), which provides a set of concepts to assist the IASB in developing standards and to help preparers consistently apply accounting policies where specifc accounting standards do not exist. The framework is not an accounting standard and does not override the requirements that exist in other IFRS standards. The Revised Conceptual Framework describes that fnancial information must be relevant and faithfully represented to be useful, provides revised defnitions and recognition criteria for assets and liabilities, and confrms that different measurement bases are useful and permitted. The Revised Conceptual Framework is effective for annual periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, with early adoption permitted. The Bank is currently assessing the impact of adopting the revised framework. Business Combinations In October 2018, the IASB issued a narrow-scope amendment to IFRS 3, Business Combinations (IFRS 3). The amendments provide additional guidance on the defnition of a business which determines whether an acquisition is of a business or a group of assets. An acquirer recognizes goodwill only when acquiring a business, not when acquiring a group of assets. The amendments to IFRS 3 are effective for annual reporting periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, with early adoption permitted and is to be applied prospectively. The Bank will assess the impact of the amendments on future acquisitions. Presentation of Financial Statements and Accounting Policies, Changes in Accounting Estimates and Errors In October 2018, the IASB issued amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, which clarify the defnition of “material”. Specifcally, the amendments clarify that information is material if omitting, misstating, or obscuring it could reasonably be expected to infuence the decisions that the primary users of general purpose fnancial statements make on the basis of those fnancial statements. Accompanying explanations to the defnition have also been clarifed. The amendments are effective for annual periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, and are to be applied prospectively with early application permitted. The Bank is currently assessing the impact of adopting these amendments. 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 Offcer and Chief Financial Offcer, of the effectiveness of the Bank’s disclosure controls and procedures, as defned in the rules of the SEC and Canadian Securities Administrators, as of October 31, 2019. Based on that evaluation, the Bank’s management, including the Chief Executive Offcer and Chief Financial Offcer, concluded that the Bank’s disclosure controls and procedures were effective as of October 31, 2019. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Bank’s management is responsible for establishing and maintaining adequate internal control over fnancial reporting for the Bank. The Bank’s internal control over fnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly refect the transactions and dispositions of the assets of the Bank; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fnancial statements in accordance with IFRS, and that receipts and expenditures of the Bank are being made only in accordance 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 fnancial 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 Offcer and Chief Financial Offcer, the effectiveness of the Bank’s internal control over fnancial reporting. Based on this assessment, management has concluded that as at October 31, 2019, the Bank’s internal control over fnancial reporting was effective based on the applicable criteria. The effectiveness of the Bank’s internal control over fnancial reporting has been audited by the independent auditors, Ernst & Young LLP, a registered public accounting frm that has also audited the Consolidated Financial Statements of the Bank as of, and for the year ended October 31, 2019. Their Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States), included in the Consolidated Financial Statements, expresses an unqualifed opinion on the effectiveness of the Bank’s internal control over fnancial reporting as of October 31, 2019. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the year and quarter ended October 31, 2019, there have been no changes in the Bank’s policies and procedures and other processes that comprise its internal control over fnancial reporting, that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over fnancial reporting. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 111 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 0 INVESTMENT PORTFOLIO – Securities Maturity Schedule1,2 (millions of Canadian dollars) As at Within 1 year Over 1 year to 3 years Over 3 years to 5 years Over 5 years to 10 years Over 10 years With no specifc maturity Remaining terms to maturities3 Total Total October 31 2019 October 31 2018 October 31 2017 Securities at fair value through other comprehensive income (available-for-sale securities under IAS 39) 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 reclassifed from trading Fair value Amortized cost Yield Total securities at fair value through other comprehensive income (available-for-sale securities under IAS 39) Fair value Amortized cost Yield $ 4,165 $ 4,104 $ 4,163 4,090 1.95% 2.18% 283 $ 282 2.58% 607 $ 605 2.65% $ 504 463 2.70% 1,168 1,166 2,255 2,239 2,199 2,181 7,091 7,089 2.19% 2.64% 3.37% 3.52% 214 215 2.27% 3,618 3,615 17,904 17,893 1,352 1,355 2,302 2,303 1.12% 1.76% 2.10% 1.57% – – –% 4,180 4,161 1,629 1,619 1,836 1,842 2.20% 2.47% 2.19% 5,162 5,161 8,524 8,508 1.05% 2.00% 907 901 1.41% 4,370 4,347 1.65% 250 250 2.04% 160 159 2.18% 700 694 2.43% 471 475 2.55% – – –% 7,216 7,221 2.39% – – –% – – –% 61 61 2.19% 4,188 4,189 4,490 4,476 2,490 2,487 4,659 4,677 1.93% 2.12% 2.42% 2.65% – – –% – – –% – – –% – – –% 1,021 1,020 4,016 3,995 2.14% 2.55% 895 894 2.92% 1,879 1,893 2.66% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% 247 247 2.52% 23 30 2.30% – – –% – – –% $ 9,663 9,603 $ 12,731 $ 16,225 16,200 12,740 – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% 2.15% 2.12% 1.91% 12,927 12,890 3.20% 9,507 9,443 3.12% 7,922 7,859 2.71% 25,176 25,166 1.67% 27,060 26,898 1.58% 27,258 27,087 1.58% 15,561 15,537 18,706 18,959 21,022 20,995 2.33% 2.44% 2.17% 14,407 14,394 20,096 20,034 21,122 21,067 1.68% 1.53% 1.35% 5,437 5,407 6,633 6,575 8,812 8,757 1.63% 1.67% 1.72% 15,888 15,890 2.27% 21,969 21,901 2.37% 29,981 29,879 1.85% 247 247 2.52% 472 471 3.06% 1,715 1,706 2.51% 7,834 7,832 8,507 8,534 9,790 9,753 2.56% 2.82% 2.48% 1,598 1,594 3.07% 1,598 1,594 1,804 1,725 1,922 1,821 3.07% 3.43% 2.88% 242 302 4.07% 242 302 4.07% 370 376 4.17% 365 313 4.44% 277 250 5.51% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% $ 20,282 20,248 $ 46,990 46,880 $ 11,465 11,439 $ 15,540 15,546 $ 12,863 12,853 1.62% 1.98% 2.44% 2.84% 2.50% $ 1,840 $ 108,980 1,896 3.23% 108,862 2.17% $ 127,855 $ 146,411 127,656 145,687 2.13% 1.88% 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 As at October 31, 2019, includes securities issued by Government of Japan of $9.6 billion (as at October 31, 2018, includes securities issued by Government of Japan of $9.5 billion), where the book value was greater than 10% of the shareholders’ equity. 3 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 112 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 6 0 INVESTMENT PORTFOLIO – Securities Maturity Schedule (continued) 1,2 (millions of Canadian dollars) As at Within 1 year Over 1 year to 3 years Over 3 years to 5 years Over 5 years to 10 years Over 10 years With no specifc maturity Remaining terms to maturities3 Total Total October 31 2019 October 31 2018 October 31 2017 Debt securities at amortized cost (held-to-maturity securities under IAS 39) Government and government-related securities Canadian government debt Federal Fair value Amortized cost Yield Provinces 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 Asset-backed securities Fair value Amortized cost Yield Non-agency CMO Fair value Amortized cost Yield Canadian issuers Fair value Amortized cost Yield Other issuers Fair value Amortized cost Yield Total debt securities at amortized cost (held-to-maturity securities under IAS 39) Fair value Amortized cost Yield $ 992 $ 992 1.60% 515 $ 515 1.84% 871 $ 872 2.45% 422 $ 1,959 435 1,957 2.23% 2.47% – – –% 16 16 1.83% 40 40 2.76% 69 67 1.54% 766 766 3.16% 1,241 1,243 4.07% 221 222 5.93% 1,040 1,039 1,684 1,684 1.63% 1.70% – – –% 1,347 1,349 3,686 3,677 8,305 8,247 10,395 10,489 16,616 16,646 1.99% 2.35% 2.25% 2.84% 2.28% 7,165 7,161 10,197 10,138 9,574 9,512 1,254 1,208 0.08% 0.60% 1.10% 0.49% – – –% 11 11 2.27% 5,052 5,053 8,945 8,950 4,045 4,049 10,645 10,700 2.50% 2.69% 2.78% 2.74% – – –% – – –% – – –% – – –% – – –% – – –% 1,653 1,649 2,472 2,454 2,629 2,601 1.21% 0.91% 1.25% – – –% 16,384 16,236 2.83% 99 99 2.56% 433 418 0.27% – – –% 2 2 5.80% $ 11,184 $ 22,031 $ 32,130 $ 19,573 $ 45,827 45,763 31,987 21,944 19,625 11,178 0.62% 1.40% 1.96% 2.59% 2.61% $ – $ 4,759 $ 4,914 $ 4,771 4,922 2.19% 1.97% 2,268 2,271 3.92% 2,809 2,806 1.67% 783 782 3.07% 111 114 0.03% 661 661 1.87% n/a n/a n/a% – – –% 40,349 40,408 28,372 29,034 22,417 22,531 2.42% 2.47% 2.15% 28,190 28,019 25,768 25,683 22,629 22,431 0.63% 0.72% 0.43% 28,698 28,763 23,728 23,709 2.69% 2.91% 16,384 16,236 15,525 15,867 2.83% 2.85% 99 99 2.56% – – –% 7,189 7,124 7,064 7,060 1.07% 1.17% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% n/a n/a n/a% – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – – –% – –% $ – $ 130,745 $ 106,265 $ 71,426 71,363 107,171 130,497 2.07% 2.09% 1.59% 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 As at October 31, 2019, includes securities issued by Government of Japan of $9.6 billion (as at October 31, 2018, includes securities issued by Government of Japan of $9.5 billion), where the book value was greater than 10% of the shareholders’ equity. 3 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. 113 TD BANK GROUP ANNUAL REPORT 2019 MANAGEMENT’S DISCUSSION AND ANALYSIS T A B L E 6 1 LOAN PORTFOLIO – Maturity Schedule (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 classifed as loans Acquired credit-impaired loans Total other loans Total loans Remaining term-to-maturity Under 1 year 1 to 5 years Over 5 years Total As at Total October 31 October 31 2018 2019 October 31 2017 October 31 2016 October 31 2015 $ 37,363 $ 157,902 $ 5,687 $ 200,952 $ 193,829 $ 190,325 $ 189,299 $ 185,009 45,530 574 16,612 18,428 118,507 45,509 13,180 921 – 217,512 14 11,943 922 – 18,566 91,053 25,697 18,455 18,428 354,585 86,159 24,216 18,574 18,046 340,824 74,937 22,282 17,355 18,028 322,927 65,068 20,577 16,456 18,226 309,626 61,317 19,038 16,075 17,941 299,380 8,299 9,214 17,513 7,621 3,881 11,502 3,898 2,837 6,735 19,818 15,932 35,750 18,364 13,635 31,999 17,981 12,832 30,813 16,001 12,780 28,781 14,862 11,330 26,192 76,712 195,219 32,094 249,606 10,227 28,793 119,033 473,618 111,145 451,969 97,033 419,960 91,054 400,680 84,155 383,535 716 168 33,617 34,501 31,128 31,460 27,662 26,922 9,924 352 166 18,129 29,287 1,641 2,937 4,578 7 18,329 932 – 19,436 3,199 11,705 14,904 1,595 13,773 15 – 49,000 4,023 9,508 13,531 11,526 32,454 1,113 18,129 97,723 8,863 24,150 33,013 12,334 29,870 874 16,964 91,170 8,050 22,426 30,476 12,434 29,182 846 14,972 88,894 7,316 22,163 29,479 13,208 28,370 745 13,680 83,665 6,852 21,675 28,527 13,334 24,862 693 12,274 78,085 5,691 18,317 24,008 24,201 53,488 58,463 77,899 48,554 97,554 131,218 228,941 124,090 215,260 119,350 208,244 116,713 200,378 97,217 175,302 12 924 936 – 789 789 – 76 76 12 1,789 1,801 14 2,258 2,272 14 1,579 1,593 16 1,513 1,529 5 1,978 1,983 n/a 7 7 $ 249,650 n/a 40 40 $ 328,334 n/a 266 266 2,187 1,414 3,601 $ 126,689 $ 704,673 $ 669,954 $ 633,671 $ 605,235 $ 564,421 3,209 665 3,874 1,674 974 2,648 n/a 453 453 n/a 313 313 T A B L E 6 2 LOAN PORTFOLIO – Rate Sensitivity (millions of Canadian dollars) As at October 31, 2019 October 31, 2018 October 31, 2017 October 31, 2016 October 31, 2015 1 to 5 years Over 5 years 1 to 5 years Over 5 years 1 to 5 years Over 5 years 1 to 5 years Over 5 years 1 to 5 years Over 5 years Fixed rate Variable rate Total $ 228,904 $ 91,698 $ 218,098 $ 84,450 $ 197,483 $ 84,080 $ 212,257 $ 82,507 $ 176,316 $ 66,949 32,208 $ 276,930 $ 120,173 $ 297,396 $ 116,767 $ 248,979 $ 99,157 95,861 $ 328,334 $ 126,689 $ 313,959 34,018 $ 118,468 34,260 72,663 79,447 85,139 36,093 99,430 34,991 114 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS The changes in the Bank’s allowance for credit losses for the years ended October 31 are shown in the following table. T A B L E 6 3 ALLOWANCE FOR LOAN LOSSES1 (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 classifed as loans Acquired credit-impaired loans2,3 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 2019 $ 3,549 3,030 2018 $ 3,475 2,472 2017 $ 3,873 2,216 2016 $ 3,434 2,330 2015 $ 3,028 1,683 17 11 284 256 585 1,153 2 1 3 96 1,249 14 15 450 204 1,114 1,797 2 7 9 129 1,926 – – – n/a 3 3 3,178 – – 54 36 87 177 – – – 20 197 $ 15 8 251 216 557 1,047 2 1 3 75 1,122 16 22 387 192 958 1,575 1 10 11 79 1,654 – – – n/a 2 2 2,778 1 1 58 37 87 184 22 11 337 216 595 1,181 1 2 3 75 1,256 19 39 315 152 777 1,302 3 6 9 91 1,393 – – – 9 1 10 2,659 2 1 90 41 98 232 18 11 334 221 623 1,207 3 2 5 107 1,314 22 38 232 121 530 943 3 11 14 76 1,019 – – – 14 4 18 2,351 1 – 91 52 118 262 – – – 17 $ 201 1 – 1 20 $ 252 1 3 4 27 $ 289 23 13 224 218 638 1,116 4 3 7 74 1,190 16 47 206 101 454 824 5 22 27 124 948 – – – 13 6 19 2,157 1 2 78 58 124 263 1 1 2 33 $ 296 1 Opening balance of allowance for loan losses effective November 1, 2017 was booked in accordance with IFRS 9. Allowance for loan losses prior to November 1, 2017 was booked in accordance with IAS 39. 2 Includes all FDIC covered loans and other ACI loans. 3 Other adjustments are required as a result of the accounting for FDIC covered loans. TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 115 T A B L E 6 3 ALLOWANCE FOR LOAN LOSSES (continued) 1 (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 classifed as loans Acquired credit-impaired loans2,3 Total other loans Total recoveries on portfolio Net write-offs Disposals Foreign exchange and other adjustments Total allowance for loan losses, including off-balance sheet positions Less: Change in allowance for off-balance sheet positions4,5 Total allowance for loan losses, at end of period5 Ratio of net write-offs in the period to average loans outstanding 2019 2018 2017 2016 2015 $ 1 $ 2 $ 4 $ 9 $ 11 4 132 26 210 373 2 2 4 23 396 – – – 4 116 35 173 330 2 7 9 42 372 – – – 11 100 24 154 293 2 8 10 58 351 – – – 5 85 26 114 239 4 4 8 54 293 – – – 5 83 23 113 235 9 9 18 50 285 – 1 1 n/a 16 16 609 (2,569) (3) (4) 4,003 (444) $ 4,447 n/a 16 16 589 (2,189) (46) 49 3,761 212 $ 3,549 – 22 22 625 (2,034) (83) (122) 3,850 67 $ 3,783 – 20 20 602 (1,749) (2) 47 4,060 187 $ 3,873 – 19 19 601 (1,556) (3) 321 3,473 39 $ 3,434 0.38% 0.34% 0.33% 0.30% 0.30% 1 Opening balance of allowance for loan losses effective November 1, 2017 was booked in accordance with IFRS 9. Allowance for loan losses prior to November 1, 2017 was booked in accordance with IAS 39. 4 The allowance for loan losses for off-balance sheet positions is recorded in Other liabilities on the Consolidated Balance Sheet. 5 In the fourth quarter of 2019, the Bank revised its allocation methodology for the 2 Includes all FDIC covered loans and other ACI loans. 3 Other adjustments are required as a result of the accounting for FDIC covered loans. reporting of Allowance for Credit Losses for off-balance sheet instruments for certain retail portfolios. T A B L E 6 4 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 other international Non-interest-bearing demand deposits Interest-bearing demand deposits Notice deposits Term deposits Total deposits booked in other international Total average deposits For the years ended October 31, 2017 October 31, 2019 Average balance Total interest expense Average rate paid October 31, 2018 Total interest expense Average rate paid Average balance $ $ 14,058 75,709 222,249 246,078 558,094 9,745 5,147 330,301 59,534 404,727 – 1,579 786 5,609 7,974 1 43 3,795 1,435 5,274 –% 2.09 0.35 2.28 1.43 0.01 0.84 1.15 2.41 1.30 $ $ 13,156 57,030 222,394 223,295 515,875 10,037 2,859 317,218 52,461 382,575 – 1,094 567 4,215 5,876 – 16 3,233 958 4,207 –% $ 1.92 0.25 1.89 1.14 – 0.56 1.02 1.83 1.10 Average balance 11,201 57,521 209,939 176,345 455,006 10,405 3,152 298,639 79,090 391,286 Total interest expense $ – 648 321 2,730 3,699 – 11 1,695 973 2,679 162 627 – 26,449 27,238 – 1 – 426 427 $ 990,059 $ 13,675 – 0.16 – 1.61 1.57 1.38% 155 1,025 – 37,435 38,615 – 1 – 405 406 $ 937,065 $ 10,489 – 0.10 – 1.08 1.05 1.12% (7) 1,442 – 28,153 29,588 $ 875,880 – 3 – 234 237 $ 6,615 Average rate paid –% 1.13 0.15 1.55 0.81 – 0.35 0.57 1.23 0.68 – 0.21 – 0.83 0.80 0.76% 1 As at October 31, 2019, deposits by foreign depositors in TD’s Canadian bank offices amounted to $152 billion (October 31, 2018 – $152 billion, October 31, 2017 – $100 billion). 116 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS T A B L E 6 5 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 Within 3 months 3 months to 6 months 6 months to 12 months Over 12 months Remaining term-to-maturity As at Total $ 64,039 19,616 17,234 $ 100,889 $ 65,253 20,203 20,225 $ 105,681 $ 41,862 34,955 20,037 $ 96,854 $ 17,069 12,220 2,880 $ 32,169 $ 22,761 16,547 2,016 $ 41,324 $ 19,392 15,607 9,058 $ 44,057 $ 43,559 28,143 3,601 $ 75,303 $ 37,652 11,654 2,787 $ 52,093 $ 20,623 11,821 3,714 $ 36,158 October 31, 2019 $ 97,659 2,755 – $ 100,414 $ 222,326 62,734 23,715 $ 308,775 October 31, 2018 $ 92,105 2,166 – $ 94,271 $ 217,771 50,570 25,028 $ 293,369 October 31, 2017 $ 79,649 1,390 – $ 81,039 $ 161,526 63,773 32,809 $ 258,108 1 Deposits in Canada, U.S., and Other international include wholesale and retail deposits. T A B L E 6 6 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 October 31 2019 October 31 2018 As at October 31 2017 $ 125,856 119,782 126,115 1.54% 1.98 $ 93,389 95,286 98,539 1.63% 1.65 $ 88,591 76,136 88,986 0.87% 0.92 TD BANK GROUP ANNUAL RE POR T 2 0 19 MA N A GEMENT’ S D ISCU SSION AND ANALYSI S 117 T A B L E 6 7 NET INTEREST INCOME ON AVERAGE EARNING BALANCES1,2,3 (millions of Canadian dollars, except as noted) 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 Residential mortgages5 Canada U.S. Consumer instalment and other personal Canada U.S. Credit card Canada U.S. Business and government5 Canada U.S. International Total interest-earning assets Interest-bearing liabilities Deposits Personal6 Canada U.S. Banks7,8 Canada U.S. Business and government7,8 Canada U.S. Subordinated notes and debentures Obligations related to securities sold short and under repurchase agreements Canada U.S. Securitization liabilities9 Other liabilities Canada U.S. International7,8 Total interest-bearing liabilities Total net interest income on average Average balance Interest4 2019 Average rate Average balance Interest4 2018 Average rate Average balance Interest4 2017 Average rate $ 6,846 $ 24,078 128 532 1.87% $ 2.21 5,204 $ 34,424 102 592 1.96% $ 1.72 5,629 $ 42,899 21 405 0.37% 0.94 62,433 20,254 46,854 169,275 1,973 506 1,387 4,641 66,015 45,423 1,250 1,381 207,289 32,821 130,719 43,372 19,197 17,679 6,133 1,253 5,762 2,015 2,422 2,913 100,408 125,914 105,401 1,223,978 3,506 4,800 1,397 41,999 224,374 246,986 1,634 3,179 11,414 2,346 279,571 101,874 9,589 60,173 57,028 27,023 5,669 35 67,833 1,093,915 169 44 6,171 2,051 395 1,281 1,602 524 154 4 860 18,068 3.16 2.50 2.96 2.74 1.89 3.04 2.96 3.82 4.41 4.65 12.62 16.48 3.49 3.81 1.33 3.43 0.73 1.29 1.48 1.88 2.21 2.01 4.12 2.13 2.81 1.94 2.72 11.43 1.27 1.65 55,519 20,496 47,761 155,892 1,684 517 1,219 3,719 41,518 44,238 665 1,020 201,772 29,514 120,273 41,762 18,708 15,853 5,656 1,110 5,215 1,711 2,323 2,550 92,348 115,147 102,855 1,143,284 2,943 4,203 1,193 36,422 215,320 238,005 1,228 2,788 11,612 7,214 248,013 84,575 7,946 46,981 57,384 27,805 5,706 34 68,074 1,018,669 135 135 4,513 1,284 337 1,091 1,274 586 132 4 676 14,183 3.03 2.52 2.55 2.39 1.60 2.31 2.80 3.76 4.34 4.10 12.42 16.09 3.19 3.65 1.16 3.19 0.57 1.17 1.16 1.87 1.82 1.52 4.24 2.32 2.22 2.11 2.31 11.76 0.99 1.39 47,985 20,186 48,109 130,611 1,332 403 949 2,378 33,725 43,087 371 496 200,251 27,982 106,614 41,263 18,571 13,771 4,916 1,041 4,704 1,455 2,270 2,213 80,673 112,416 88,963 1,062,735 2,187 3,795 896 29,832 208,027 221,560 983 1,426 10,686 9,460 199,236 108,078 9,045 34,719 56,587 29,761 5,306 34 48,787 941,286 71 115 2,645 1,138 391 540 696 472 92 4 412 8,985 2.78 2.00 1.97 1.82 1.10 1.15 2.45 3.72 4.41 3.53 12.22 16.07 2.71 3.38 1.01 2.81 0.47 0.64 0.66 1.22 1.33 1.05 4.32 1.56 1.23 1.59 1.73 11.76 0.84 0.95 earning assets $ 1,223,978 $ 23,931 1.96% $ 1,143,284 $ 22,239 1.95% $ 1,062,735 $ 20,847 1.96% 1 Certain comparative amounts have been reclassified to conform with the 6 Includes charges incurred on the TD Ameritrade IDA of $2.2 billion presentation adopted in the current period. 2 Net interest income includes dividends on securities. 3 Geographic classification of assets and liabilities is based on the domicile of the booking point of assets and liabilities. (2018 – $1.9 billion, 2017 – $1.5 billion). 7 Includes average trading deposits with a fair value of $61 billion (2018 – $102 billion, 2017 – $87 billion). 8 Includes average deposit designated at fair value through profit or loss 4 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. 5 Includes average trading loans of $12 billion (2018 – $11 billion, 2017 – $12 billion). of $59 billion. 9 Includes average securitization liabilities at fair value of $13 billion (2018 – $12 billion, 2017 – $13 billion) and average securitization liabilities at amortized cost of $14 billion (2018 – $16 billion, 2017 – $17 billion). 118 TD BANK GROU P AN NUAL REPO RT 20 19 MAN AGEM ENT’ S D ISCUS SION AND AN ALYSIS 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 6 8 ANALYSIS OF CHANGE IN NET INTEREST INCOME1,2,3 (millions of Canadian dollars) 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 Residential mortgages Canada U.S. Consumer instalment and other personal Canada U.S. Credit card Canada U.S. Business and government Canada U.S. International Total interest income Interest-bearing liabilities Deposits Personal Canada U.S. Banks Canada U.S. Business and government Canada U.S. Subordinated notes and debentures Obligations related to securities sold short and under repurchase agreements Canada U.S. Securitization liabilities Other liabilities Canada U.S. International Total interest expense Net interest income 2019 vs. 2018 2018 vs. 2017 Increase (decrease) due to changes in Increase (decrease) due to changes in Average volume Average rate Net change Average volume Average rate Net change $ 32 (178) $ (6) $ 118 26 (60) $ (2) (80) $ 83 267 $ 81 187 210 (6) (23) 319 392 27 154 124 453 66 60 294 79 (5) 191 603 193 334 323 19 94 238 39 69 289 (11) 168 922 585 361 477 143 547 304 99 363 210 6 (7) 460 86 13 38 57 603 17 17 334 142 108 277 881 208 511 702 12 (92) 239 36 3 352 114 270 1,341 294 524 740 69 511 256 53 337 257 393 112 2,686 306 204 92 2,891 563 597 204 5,577 316 92 182 2,342 440 316 115 4,248 756 408 297 6,590 52 106 (2) (92) 574 263 70 306 (7) (17) 354 285 36 1 406 391 34 (91) 1,084 504 (12) 1,658 767 58 34 106 6 (27) 211 1,256 245 1,362 58 47 64 20 648 (247) (48) 1,220 393 (6) 1,868 146 (54) (116) 335 (45) 190 328 (62) 191 9 (31) 360 569 145 551 578 114 (1) – (15) 1,237 $ 1,449 23 – 199 2,648 $ 243 22 – 184 3,885 $ 1,692 7 – 195 843 $ 1,499 33 – 69 4,355 40 – 264 5,198 $ (107) $ 1,392 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. 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. 2 Geographic classification of assets and liabilities is based on the domicile of the booking point of assets and liabilities. 119 TD BANK GROUP ANNUAL REPORT 2019 MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL RESULTS Consolidated Financial Statements PAGE Management’s Responsibility for Financial Information 121 Independent Auditor’s Report – Canadian Generally Accepted Auditing Standards Report of Independent Registered Public Accounting Firm – Public Company Accounting Oversight Board Standards (United States) Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting 122 124 126 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows NOTE TOPIC PAGE NOTE TOPIC 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Nature of Operations Summary of Signifcant Accounting Policies Signifcant Accounting Judgments, Estimates, and Assumptions Current and Future Changes in Accounting Policies Fair Value Measurements Offsetting Financial Assets and Financial Liabilities Securities Loans, Impaired Loans, and Allowance for Credit Losses Transfers of Financial Assets Structured Entities Derivatives Investment in Associates and Joint Ventures Signifcant Acquisitions and Disposals Goodwill and Other Intangibles Land, Buildings, Equipment, and Other Depreciable Assets Other Assets Deposits Other Liabilities 132 132 144 148 150 159 161 164 169 171 174 182 184 184 186 186 186 188 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Subordinated Notes and Debentures Capital Trust Securities Equity Insurance Share-Based Compensation Employee Benefts Income Taxes Earnings Per Share Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral Related Party Transactions Segmented Information Interest Income and Expense Credit Risk Regulatory Capital Risk Management Information on Subsidiaries Signifcant and Subsequent Events, and Pending Transactions PAGE 127 128 129 130 131 PAGE 188 189 189 192 194 196 200 202 203 206 207 209 209 211 212 212 213 120 TD BANK GROU P AN NUAL REPO RT 20 19 FINAN CIAL RES ULTS 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 fnancial information as presented. International Financial Reporting Standards as issued by the International Accounting Standards Board, as well as the requirements of the Bank Act (Canada), and related regulations have been applied and management has exercised its judgment and made best estimates where appropriate. The Bank’s accounting system and related internal controls are designed, and supporting procedures maintained, to provide reasonable assurance that fnancial records are complete and accurate, and that assets are safeguarded against loss from unauthorized use or disposition. These supporting procedures include the careful selection and training of qualifed staff, the establishment of organizational structures providing a well-defned division of responsibilities and accountability for performance, and the communication of policies and guidelines of business conduct throughout the Bank. Management has assessed the effectiveness of the Bank’s internal control over fnancial reporting as at October 31, 2019, 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, 2019, the Bank’s internal control over fnancial 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 fnancial 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 fnancial 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 Offce of the Superintendent of Financial Institutions Canada, makes such examination and enquiry into the affairs of the Bank as deemed necessary to ensure that the provisions of the Bank Act, having reference to the safety of the depositors, are being duly observed and that the Bank is in sound fnancial condition. Ernst & Young LLP, the independent auditors appointed by the shareholders of the Bank, have audited the effectiveness of the Bank’s internal control over fnancial reporting as at October 31, 2019, in addition to auditing the Bank’s Consolidated Financial Statements as of the same date. Their reports, which expressed an unqualifed 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 therefrom, such as, comments they may have on the fairness of fnancial reporting and the adequacy of internal controls. Bharat B. Masrani Group President and Chief Executive Offcer Riaz Ahmed Group Head and Chief Financial Offcer Toronto, Canada December 4, 2019 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 121 INDEPENDENT AUDITOR’S REPORT To the Shareholders and Directors of The Toronto-Dominion Bank Opinion We have audited the consolidated fnancial statements of The Toronto- Dominion Bank and its subsidiaries (“TD” or the “Group”), which comprise the Consolidated Balance Sheet as at October 31, 2019 and 2018, and the Consolidated Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows for each of the years in the three-year period ended October 31, 2019, and notes to the consolidated fnancial statements, including a summary of signifcant accounting policies (collectively referred to as the “consolidated fnancial statements”). In our opinion, the accompanying consolidated fnancial statements present fairly, in all material respects, the consolidated fnancial position of the Group as at October 31, 2019 and 2018, and its consolidated fnancial performance and its consolidated cash fows for each of the years in the three-year period ended October 31, 2019, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated fnancial statements in Canada, and we have fulflled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most signifcance in our audit of the consolidated fnancial statements of the year ended October 31, 2019. These matters were addressed in the context of our audit of the consolidated fnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulflled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated fnancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated fnancial statements. Allowance for credit losses Key audit matter TD describes its signifcant accounting judgments, estimates, and assumptions in relation to the allowance for credit losses in Note 3 of the consolidated fnancial statements. As disclosed in Note 7 and Note 8 to the consolidated fnancial statements, TD recognized $5,036 million in allowances for credit losses on its consolidated balance sheet using an expected credit loss model (ECL). The ECL is an unbiased and probability-weighted estimate of credit losses expected to occur in the future, which is based on the probability of default (PD), loss given default (LGD) and exposure at default (EAD) or the expected cash shortfall relating to the underlying fnancial asset. The ECL is determined by evaluating a range of possible outcomes incorporating the time value of money and reasonable and supportable information about past events, current conditions, and future economic forecasts. 122 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Auditing the allowance for credit losses was complex and required the application of signifcant judgement because of the sophistication of the models, the forward-looking nature of the key assumptions, and the inherent interrelationship of the critical variables used in measuring the ECL. Key areas of judgement include evaluating: (i) the models and methodologies used for measuring both the 12-month and lifetime expected credit losses; (ii) the assumptions used in the ECL scenarios including forward-looking information (FLI) and assigning probability weighting; (iii) the determination of signifcant increase in credit risk (SICR); and (iv) the qualitative component applied to the modelled ECL based on management’s expert credit judgment. How our audit addressed the key audit matter We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the allowance for credit losses. The controls we tested included, amongst others, the development and review of inputs and models used to calculate ECL, the integrity of the data used including the associated controls over relevant information technology (IT) systems, and the governance and oversight over the modelled results and the use of expert credit judgement. To test the allowance for credit losses, our audit procedures included, among others, involving our credit risk modelling specialists to assess the methodology and assumptions used in signifcant models that estimate the ECL across various portfolios and to assess management’s SICR triggers. With the assistance of our economic specialists, we evaluated the process used by management to develop forward- looking information and determine the ECL scenario probability weights. On a sample basis, we independently recalculated the ECL. We also evaluated management’s methodology and governance over the qualitative components contributing to the ECL based on the application of expert credit judgment. Fair value measurement of derivatives Key audit matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to the fair value measurement of derivatives in Note 3 of the consolidated fnancial statements. As disclosed in Note 5 of the consolidated fnancial statements, TD has derivatives assets of $48,894 million and derivative liabilities of $50,051 million recorded at fair value. Of these derivatives, certain trades are complex and illiquid and require valuation techniques that may include complex models and non-observable inputs, requiring management’s estimation and judgment. Auditing the valuation of certain derivatives required the application of signifcant auditor judgement and involvement of valuation specialists in assessing the complex models and non-observable inputs used, including any signifcant valuation adjustments. Certain valuation inputs used to determine fair value that may be non-observable include volatilities, correlations, and credit spreads. The valuation of certain derivatives is sensitive to these inputs as they are forward-looking and could be affected by future economic and market conditions. How our audit addressed the key audit matter We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation of TD’s derivative portfolio. The controls we tested included, amongst others, the controls over the suitability and mechanical accuracy of models used in the valuation of derivatives, controls over management’s independent assessment of fair values, including the integrity of data used in the valuation such as the signifcant inputs noted above, controls over relevant IT systems, and the review of signifcant valuation adjustments applied. To test the valuation of these derivatives, our audit procedures included, among others, an evaluation of the methodologies and signifcant inputs used by TD. With the assistance of our valuation specialists, we performed an independent valuation for a sample of derivatives to assess the modelling assumptions and signifcant inputs used to estimate the fair value, which involved independently obtaining signifcant inputs from external sources. We also evaluated the methodology applied and governance over the calculation of material derivative valuation adjustments and recalculated a sample of these adjustments. Valuation of provision for unpaid claims Key audit matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to the valuation of provisions for unpaid claims in Note 3 of the consolidated fnancial statements. As disclosed in Note 22 to the consolidated fnancial statements, TD has recognized $6,920 million in insurance-related liabilities on its consolidated balance sheet. The insurance-related liabilities include a provision for unpaid claims, which is determined in accordance with accepted actuarial practices. It also considers variables such as past loss experience, current claim trends, and changes in the prevailing social, economic, and legal environment. Auditing the provision for unpaid claims involves the application of models and methodologies that require signifcant judgment. The main assumption underlying the claims liability estimates is the amount and timing related to incurred insured events including those not yet reported by the claimants. Other assumptions which are subject to signifcant judgment include the discount rate, margin for adverse deviation, and trends in severity and frequency. How our audit addressed the key audit matter We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation of the provision for unpaid claims. The controls we tested included, amongst others, the controls related to TD’s claims and actuarial processes including over the completeness and accuracy of data fow through the claims administration systems, and the periodic review of the provision for unpaid claims by management. To test the valuation for unpaid claims, our audit procedures included, among others, involving our actuarial specialists to independently calculate material components of the provision for unpaid claims. This included assessing the accuracy of TD’s data, and benchmarking the assumptions against industry trends and regulatory developments. We involved our actuarial specialists in assessing TD’s actuary’s methodologies and signifcant assumptions, including the rationale for the judgments applied. We also tested a sample of incurred claims, paid claims, and earned premiums used in the estimation of the provision for unpaid claims. Measurement of provision for uncertain tax positions Key audit matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to income taxes in Note 3 of the consolidated fnancial statements. As a fnancial institution operating in multiple jurisdictions, TD is subject to complex and constantly evolving tax legislation. Uncertainty in a tax position may arise as tax laws are subject to interpretation. TD uses signifcant judgment in i) determining whether it is probable that TD will have to make a payment to tax authorities upon their examination of certain uncertain tax positions, and ii) measuring the amount of the liability, where probable. Auditing the recognition and measurement of TD’s provision for uncertain tax positions involves the application of judgement and is based on interpretation of tax legislation and jurisprudence. How our audit addressed the key audit matter We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the recognition and measurement of TD’s provision for uncertain tax positions. This includes controls over the assessment of the technical merits of tax positions and management’s process to measure the provision for uncertain tax positions. With the assistance of our tax professionals our audit procedures included, among others, assessing the technical merits and the amount recorded for uncertain tax positions. This included using our knowledge of, and experience with, the application of tax laws by the relevant income tax authorities and through discussions with management. We assessed the implications of correspondence received by TD from the relevant tax authorities and evaluated income tax opinions or other third-party advice obtained. We also evaluated TD’s income tax disclosures included in Note 25 of the consolidated fnancial statements in relation to these matters. Other Information Management is responsible for the other information. The other information comprises: • Management’s Discussion and Analysis; and • The information, other than the consolidated fnancial statements and our auditor’s report thereon, in the 2019 Annual Report. Our opinion on the consolidated fnancial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated fnancial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated fnancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis and the 2019 Annual Report prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated fnancial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated fnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated fnancial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s fnancial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated fnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infuence the economic decisions of users taken on the basis of these consolidated fnancial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated fnancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffcient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 123 • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signifcant audit fndings, including any signifcant defciencies in internal control that we identify during our audit. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifcant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated fnancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated fnancial statements, including the disclosures, and whether the consolidated fnancial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain suffcient appropriate audit evidence regarding the fnancial information of the entities or business activities within the Group to express an opinion on the consolidated fnancial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most signifcance in the audit of the consolidated fnancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefts of such communication. Chartered Professional Accountants Licensed Public Accountants Toronto, Canada December 4, 2019 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of The Toronto-Dominion Bank Opinion on the Consolidated Financial Statements We have audited the accompanying Consolidated Balance Sheet of The Toronto-Dominion Bank (TD) as of October 31, 2019 and 2018, the related Consolidated Statement of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2019, and the related notes (collectively referred to as the “consolidated fnancial statements”). In our opinion, the consolidated fnancial statements present fairly, in all material respects, the consolidated fnancial position of TD as at October 31, 2019 and 2018, and the results of its operations and its consolidated cash fows for each of the years in the three-year period ended October 31, 2019, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Adoption of IFRS 9 As discussed in Note 2 to the consolidated fnancial statements, TD changed its method of accounting for the classifcation and measurement of fnancial instruments in 2018 due to the adoption of IFRS 9, Financial Instruments. Our opinion is not qualifed with respect to this matter. Report on Internal Control over Financial Reporting We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), TD’s internal control over fnancial reporting as of October 31, 2019, 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 4, 2019, expressed an unqualifed opinion thereon. Basis for Opinion These consolidated fnancial statements are the responsibility of TD’s management. Our responsibility is to express an opinion on TD’s consolidated fnancial statements based on our audits. We are a public accounting frm registered with the PCAOB and are required to be independent with respect to TD in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the fnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated fnancial statements. Our audits also included evaluating the accounting principles used and signifcant estimates made by management, as well as evaluating the overall presentation of the consolidated fnancial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated fnancial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated fnancial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated fnancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 124 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Allowance for credit losses Description of the Matter TD describes its signifcant accounting judgments, estimates, and assumptions in relation to the allowance for credit losses in Note 3 of the consolidated fnancial statements. As disclosed in Note 7 and Note 8 to the consolidated fnancial statements, TD recognized $5,036 million in allowances for credit losses on its consolidated balance sheet using an expected credit loss model (ECL). The ECL is an unbiased and probability-weighted estimate of credit losses expected to occur in the future, which is based on the probability of default (PD), loss given default (LGD) and exposure at default (EAD) or the expected cash shortfall relating to the underlying fnancial asset. The ECL is determined by evaluating a range of possible outcomes incorporating the time value of money and reasonable and supportable information about past events, current conditions, and future economic forecasts. Auditing the allowance for credit losses was complex and required the application of signifcant judgement because of the sophistication of the models, the forward-looking nature of the key assumptions, and the inherent interrelationship of the critical variables used in measuring the ECL. Key areas of judgement include evaluating: (i) the models and methodologies used for measuring both the 12-month and lifetime expected credit losses; (ii) the assumptions used in the ECL scenarios including forward-looking information (FLI) and assigning probability weighting; (iii) the determination of signifcant increase in credit risk (SICR); and (iv) the assessment of the qualitative component applied to the modelled ECL based on management’s expert credit judgment. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the allowance for credit losses. The controls we tested included, amongst others, the development and review of inputs and models used to calculate ECL, the integrity of the data used including the associated controls over relevant information technology (IT) systems, and the governance and oversight over the modelled results and the use of expert credit judgement. To test the allowance for credit losses, our audit procedures included, among others, involving our credit risk modelling specialists to assess the methodology and assumptions used in signifcant models that estimate the ECL across various portfolios and to assess management’s SICR triggers. With the assistance of our economic specialists, we evaluated the process used by management to develop forward- looking information and determine the ECL scenario probability weights. On a sample basis, we independently recalculated the ECL. We also evaluated management’s methodology and governance over the qualitative components contributing to the ECL based on the application of expert credit judgment. Fair value measurement of derivatives Description of the Matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to the fair value measurement of derivatives in Note 3 of the consolidated fnancial statements. As disclosed in Note 5 of the consolidated fnancial statements, TD has derivatives assets of $48,894 million and derivative liabilities of $50,051 million recorded at fair value. Of these derivatives, certain trades are complex and illiquid and require valuation techniques that may include complex models and non-observable inputs, requiring management’s estimation and judgment. Auditing the valuation of certain derivatives required the application of signifcant auditor judgement and involvement of valuation specialists in assessing the complex models and non-observable inputs used, including any signifcant valuation adjustments applied. Certain valuation inputs used to determine fair value that may be non-observable include volatilities, correlations, and credit spreads. The valuation of certain derivatives is sensitive to these inputs as they are forward-looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation of TD’s derivative portfolio. The controls we tested included, amongst others, the controls over the suitability and mechanical accuracy of models used in the valuation of derivatives, controls over management’s independent assessment of fair values, including the integrity of data used in the valuation such as the signifcant inputs noted above, controls over relevant IT systems, and the review of signifcant valuation adjustments applied. To test the valuation of these derivatives, our audit procedures included, among others, an evaluation of the methodologies and signifcant inputs used by TD. With the assistance of our valuation specialists, we performed an independent valuation for a sample of derivatives to assess the modelling assumptions and signifcant inputs used to estimate the fair value, which involved independently obtaining signifcant inputs from external sources. We also evaluated the methodology applied and governance over the calculation of material derivative valuation adjustments and recalculated a sample of these adjustments. Valuation of provision for unpaid claims Description of the Matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to the valuation of provisions for unpaid claims in Note 3 of the consolidated fnancial statements. As disclosed in Note 22 to the consolidated fnancial statements, TD has recognized $6,920 million in insurance-related liabilities on its consolidated balance sheet. The insurance-related liabilities include a provision for unpaid claims, which is determined in accordance with accepted actuarial practices. It also considers variables such as past loss experience, current claim trends and changes in the prevailing social, economic and legal environment. Auditing the provision for unpaid claims involves the application of models and methodologies that require signifcant judgment. The main assumption underlying the claims liability estimates is the amount and timing related to incurred insured events including those not yet reported by the claimants. Other assumptions which are subject to signifcant judgment include the discount rate, margin for adverse deviation, and trends in severity and frequency. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation of the provision for unpaid claims. The controls we tested included, amongst others, the controls related to TD’s claims and actuarial processes including over the completeness and accuracy of data fow through the claims administration systems, and the periodic review of the provision for unpaid claims by management. To test the valuation for unpaid claims, our audit procedures included, among others, involving our actuarial specialists to independently calculate material components of the provision for unpaid claims. This included assessing the accuracy of TD’s data, and benchmarking the assumptions against industry trends and regulatory developments. We involved our actuarial specialists in assessing TD’s actuary’s methodologies and signifcant assumptions, including the rationale for the judgments applied. We also tested a sample of incurred claims, paid claims, and earned premiums used in the estimation of the provision for unpaid claims. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 125 Measurement of provision for uncertain tax positions Description of the Matter TD describes its signifcant accounting judgements, estimates, and assumptions in relation to income taxes in Note 3 of the consolidated fnancial statements. As a fnancial institution operating in multiple jurisdictions, TD is subject to complex and constantly evolving tax legislation. Uncertainty in a tax position may arise as tax laws are subject to interpretation. TD uses signifcant judgment in i) determining whether it is probable that TD will have to make a payment to tax authorities upon their examination of certain uncertain tax positions and ii) measuring the amount of the liability, where probable. Auditing the recognition and measurement of TD’s provision for uncertain tax positions involves the application of judgement and is based on interpretation of tax legislation and jurisprudence. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the recognition and measurement of TD’s provision for uncertain tax positions. This includes controls over the assessment of the technical merits of tax positions and management’s process to measure the provision for uncertain tax positions. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of The Toronto-Dominion Bank Opinion on Internal Control over Financial Reporting We have audited The Toronto-Dominion Bank’s (TD) internal control over fnancial reporting as of October 31, 2019, 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”). In our opinion, TD maintained, in all material respects, effective internal control over fnancial reporting as of October 31, 2019, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheet of TD as at October 31, 2019 and 2018, 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, 2019, and the related notes, and our report dated December 4, 2019, expressed an unqualifed opinion thereon. Basis for Opinion TD’s management is responsible for maintaining effective internal control over fnancial reporting, and for its assessment of the effectiveness of internal control over fnancial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting contained in the accompanying Management’s Discussion and Analysis. Our responsibility is to express an opinion on TD’s internal control over fnancial reporting based on our audit. We are a public accounting frm registered with the PCAOB and are required to be independent with respect to TD in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over fnancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control 126 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS With the assistance of our tax professionals our audit procedures included, among others, assessing the technical merits and the amount recorded for uncertain tax positions. This included using our knowledge of, and experience with, the application of tax laws by the relevant income tax authorities and through discussions with management. We assessed the implications of correspondence received by TD from the relevant tax authorities and evaluated income tax opinions or other third-party advice obtained. We also evaluated the TD’s income tax disclosures included in Note 25 of the consolidated fnancial statements in relation to these matters. We have served as TD’s sole auditor since 2006. Prior to 2006, we or our predecessor frm have served as joint auditor with various other frms since 1955. Chartered Professional Accountants Licensed Public Accountants Toronto, Canada December 4, 2019 over fnancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness 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. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over fnancial reporting is a process designed to provide reasonable assurance regarding the reliability of fnancial reporting and the preparation of fnancial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over fnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fnancial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, 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 regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the fnancial statements. Because of its inherent limitations, internal control over fnancial reporting 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. Chartered Professional Accountants Licensed Public Accountants Toronto, Canada December 4, 2019 Consolidated Balance Sheet (As at and in millions of Canadian dollars) ASSETS Cash and due from banks Interest-bearing deposits with banks Trading loans, securities, and other (Notes 5, 7) Non-trading fnancial assets at fair value through proft or loss (Notes 5, 7) Derivatives (Notes 5, 11) Financial assets designated at fair value through proft or loss (Notes 5, 7) Financial assets at fair value through other comprehensive income (Notes 5, 7, 8) Debt securities at amortized cost, net of allowance for credit losses (Notes 5, 7) Securities purchased under reverse repurchase agreements (Note 5) Loans (Notes 5, 8) Residential mortgages Consumer instalment and other personal Credit card Business and government 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 25) 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) Financial liabilities designated at fair value through proft or loss (Notes 5, 17) Deposits (Notes 5, 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 (Notes 5, 9) Amounts payable to brokers, dealers, and clients Insurance-related liabilities (Note 22) Other liabilities (Note 18) Subordinated notes and debentures (Notes 5, 19) Total liabilities EQUITY Shareholders’ Equity Common shares (Note 21) Preferred shares (Note 21) Treasury shares – common (Note 21) Treasury shares – preferred (Note 21) Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests in subsidiaries (Note 21) Total equity Total liabilities and equity The accompanying Notes are an integral part of these Consolidated Financial Statements. Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. October 31 2019 October 31 2018 $ 4,863 25,583 30,446 146,000 6,503 48,894 4,040 111,104 316,541 130,497 165,935 235,640 180,334 36,564 236,517 689,055 (4,447) 684,608 13,494 9,316 16,976 2,503 5,513 1,799 20,575 17,087 87,263 $ 1,415,290 $ 26,885 50,051 13,058 105,131 195,125 503,430 16,751 366,796 886,977 13,494 29,656 125,856 14,086 23,746 6,920 21,004 234,762 10,725 1,327,589 21,713 5,800 (41) (6) 157 49,497 10,581 87,701 – 87,701 $ 1,415,290 $ 4,735 30,720 35,455 127,897 4,015 56,996 3,618 130,600 323,126 107,171 127,379 225,191 172,079 35,018 217,654 649,942 (3,549) 646,393 17,267 8,445 16,536 2,459 5,324 2,812 26,940 15,596 95,379 $ 1,334,903 $ 114,704 48,270 12,618 16 175,608 477,644 16,712 357,083 851,439 17,269 39,478 93,389 14,683 28,385 6,698 19,174 219,076 8,740 1,254,863 21,221 5,000 (144) (7) 193 46,145 6,639 79,047 993 80,040 $ 1,334,903 Bharat B. Masrani Group President and Chief Executive Offcer Alan N. MacGibbon Chair, Audit Committee T D B A N K G R O U P A N N U A L R E P O R T 2 0 1 9 F I N A N C I A L R E S U L T S 127 Consolidated Statement of Income (millions of Canadian dollars, except as noted) Interest income1 Loans Securities Interest Dividends Deposits with banks Interest expense (Note 30) Deposits Securitization liabilities Subordinated notes and debentures Other Net interest income Non-interest income Investment and securities services Credit fees Net securities gain (loss) (Note 7) Trading income (loss) Income (loss) from non-trading fnancial instruments at fair value through proft or loss Income (loss) from fnancial instruments designated at fair value through proft or loss Service charges Card services Insurance revenue (Note 22) Other income (loss) Total revenue Provision for credit losses (Note 8) Insurance claims and related expenses (Note 22) Non-interest expenses Salaries and employee benefts (Note 24) Occupancy, including depreciation Equipment, including depreciation Amortization of other intangibles Marketing and business development Restructuring charges (recovery) Brokerage-related and sub-advisory fees Professional and advisory services Other Income before income taxes and equity in net income of an investment in TD Ameritrade Provision for (recovery of) income taxes (Note 25) Equity in net income of an investment in TD Ameritrade (Note 12) Net income Preferred dividends Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: Common shareholders Non-controlling interests in subsidiaries Earnings per share (Canadian dollars) (Note 26) Basic Diluted Dividends per common share (Canadian dollars) For the years ended October 31 2019 2018 2017 $ 31,925 $ 27,790 $ 23,663 7,843 1,548 683 41,999 13,675 524 395 3,474 18,068 23,931 4,872 1,289 78 1,047 121 8 2,885 2,465 4,282 87 17,134 41,065 3,029 2,787 11,244 1,835 1,165 800 769 175 336 1,322 4,374 22,020 13,229 2,735 1,192 11,686 252 $ 11,434 $ 11,416 18 $ 6.26 6.25 2.89 6,685 1,234 713 36,422 10,489 586 337 2,771 14,183 22,239 4,714 1,210 111 1,052 48 (170) 2,716 2,376 4,045 551 16,653 38,892 2,480 2,444 10,377 1,765 1,073 815 803 73 359 1,194 3,736 20,195 13,773 3,182 743 11,334 214 $ 11,120 $ 11,048 72 $ 6.02 6.01 2.61 4,595 1,128 446 29,832 6,615 472 391 1,507 8,985 20,847 4,512 1,130 128 303 n/a2 (254) 2,648 2,388 3,760 740 15,355 36,202 2,216 2,246 10,018 1,794 992 704 726 2 360 1,119 3,704 19,419 12,321 2,253 449 10,517 193 $ 10,324 $ 10,203 121 $ 5.51 5.50 2.35 1 Includes $34,828 million, for the year ended October 31, 2019 (October 31, 2018 – $30,639 million), which has been calculated based on the effective interest rate method (EIRM). Refer to Note 30. 2 Not applicable. The accompanying Notes are an integral part of these Consolidated Financial Statements. Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 128 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Consolidated Statement of Comprehensive Income1 (millions of Canadian dollars) Net income Other comprehensive income (loss), net of income taxes Items that will be subsequently reclassifed to net income Net change in unrealized gains (losses) on fnancial assets at fair value through other comprehensive income (available-for-sale securities under IAS 392) Change in unrealized gains (losses) on available-for-sale securities Change in unrealized gains (losses) on debt securities at fair value through other comprehensive income Reclassifcation to earnings of net losses (gains) in respect of available-for-sale securities Reclassifcation to earnings of net losses (gains) in respect of debt securities at fair value through other comprehensive income Reclassifcation to earnings of changes in allowance for credit losses on debt securities at fair value through other comprehensive income Net change in unrealized foreign currency translation gains (losses) on Investments in foreign operations, net of hedging activities Unrealized gains (losses) on investments in foreign operations Reclassifcation to earnings of net losses (gains) on investment in foreign operations Net gains (losses) on hedges of investments in foreign operations Reclassifcation to earnings of net losses (gains) on hedges of investments in foreign operations Net change in gains (losses) on derivatives designated as cash fow hedges Change in gains (losses) on derivatives designated as cash fow hedges Reclassifcation to earnings of losses (gains) on cash fow hedges Items that will not be subsequently reclassifed to net income Actuarial gains (losses) on employee beneft plans Change in net unrealized gains (losses) on equity securities designated at fair value through other comprehensive income Change in fair value due to credit risk on fnancial liabilities designated at fair value through proft or loss Total other comprehensive income (loss), net of income taxes Total comprehensive income (loss), net of income taxes Attributable to: Common shareholders Preferred shareholders Non-controlling interests in subsidiaries 1 The amounts are net of income tax provisions (recoveries) presented in the following table. 2 IAS 39, Financial Instruments: Recognition and Measurement (IAS 39). Income Tax Provisions (Recoveries) in the Consolidated Statement of Comprehensive Income (millions of Canadian dollars) Change in unrealized gains (losses) on available-for-sale securities Change in unrealized gains (losses) on debt securities at fair value through other comprehensive income Less: Reclassifcation to earnings of net losses (gains) in respect of available-for-sale securities Less: Reclassifcation to earnings of net losses (gains) in respect of debt securities at fair value through other comprehensive income Less: Reclassifcation to earnings of changes in allowance for credit losses on debt securities at fair value through other comprehensive income Unrealized gains (losses) on investments in foreign operations Less: Reclassifcation to earnings of net losses (gains) on investment in foreign operations Net gains (losses) on hedges of investments in foreign operations Less: Reclassifcation to earnings of net losses (gains) on hedges of investments in foreign operations Change in gains (losses) on derivatives designated as cash fow hedges Less: Reclassifcation to earnings of losses (gains) on cash fow hedges Actuarial gains (losses) on employee beneft plans Change in net unrealized gains (losses) on equity securities designated at fair value through other comprehensive income Change in fair value due to credit risk on fnancial liabilities designated at fair value through proft or loss Total income taxes The accompanying Notes are an integral part of these Consolidated Financial Statements. 2019 $ 11,686 For the years ended October 31 2018 $ 11,334 2017 $ 10,517 n/a 110 n/a (31) (1) 78 (165) – 132 – (33) 3,459 519 3,978 (921) (95) 14 (1,002) 3,021 n/a (261) n/a (22) (1) (284) 1,323 – (288) – 1,035 (1,624) (455) (2,079) 622 38 – 660 (668) $ 14,707 $ 10,666 $ 467 n/a (143) n/a n/a 324 (2,534) (17) 659 4 (1,888) (1,454) (810) (2,264) 325 n/a n/a 325 (3,503) 7,014 $ 14,437 252 18 $ 10,380 214 72 $ 6,700 193 121 For the years ended October 31 2019 2018 $ n/a $ n/a 2017 $ 150 21 n/a (1) – – – 48 – 1,235 (157) (324) (35) (139) n/a 13 – – – (104) – (473) 283 243 20 n/a (36) n/a n/a – – 237 (1) (789) 258 129 n/a 4 $ 1,107 – (749) $ n/a (494) $ TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 129 Consolidated Statement of Changes in Equity (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 Shares issued in connection with acquisitions (Notes 13) Purchase of shares for cancellation and other 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 Issuance of stock options, net of options exercised (Note 23) Other Balance at end of year Retained earnings Balance at beginning of year Impact on adoption of IFRS 151 Impact on adoption of IFRS 92 Net income attributable to shareholders Common dividends Preferred dividends Share issue expenses and others Net premium on repurchase of common shares, redemption of preferred shares, and other Actuarial gains (losses) on employee beneft plans Realized gains (losses) on equity securities designated at fair value through other comprehensive income Balance at end of year Accumulated other comprehensive income (loss) Net unrealized gain (loss) on debt securities at fair value through other comprehensive income: Balance at beginning of year Impact on adoption of IFRS 9 Other comprehensive income (loss) Allowance for credit losses Balance at end of year Net unrealized gain (loss) on equity securities designated at fair value through other comprehensive income: Balance at beginning of year Impact on adoption of IFRS 9 Other comprehensive income (loss) Reclassifcation of loss (gain) to retained earnings Balance at end of year Net unrealized gain (loss) on available-for-sale securities: Balance at beginning of year Other comprehensive income (loss) Balance at end of year Change in fair value due to credit risk on fnancial liabilities designated at fair value through proft or loss: 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 fow hedges: Balance at beginning of year Other comprehensive income (loss) Balance at end of year Total accumulated other comprehensive income Total shareholders’ equity Non-controlling interests in subsidiaries (Note 21) Balance at beginning of year Net income attributable to non-controlling interests in subsidiaries Redemption of non-controlling interests in subsidiaries Other Balance at end of year Total equity For the years ended October 31 2019 2018 2017 $ 21,221 124 357 366 (355) 21,713 $ 20,931 152 366 – (228) 21,221 $ 20,711 148 329 – (257) 20,931 5,000 800 – 5,800 (144) (9,782) 9,885 (41) (7) (151) 152 (6) 193 (22) (8) (6) 157 46,145 (41) – 11,668 (5,262) (252) (9) (1,880) (921) 49 49,497 245 – 79 (1) 323 55 – (46) (49) (40) n/a n/a n/a – 14 14 8,826 (33) 8,793 (2,487) 3,978 1,491 10,581 87,701 993 18 (1,000) (11) – $ 87,701 4,750 750 (500) 5,000 (176) (8,295) 8,327 (144) (7) (129) 129 (7) 214 (2) (12) (7) 193 40,489 n/a 53 11,262 (4,786) (214) (10) (1,273) 622 2 46,145 510 19 (283) (1) 245 113 (96) 40 (2) 55 n/a n/a n/a – – – 7,791 1,035 8,826 (408) (2,079) (2,487) 6,639 79,047 983 72 – (62) 993 $ 80,040 4,400 350 – 4,750 (31) (9,654) 9,509 (176) (5) (175) 173 (7) 203 23 (8) (4) 214 35,452 n/a n/a 10,396 (4,347) (193) (4) (1,140) 325 n/a 40,489 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 299 324 623 n/a n/a n/a 9,679 (1,888) 7,791 1,856 (2,264) (408) 8,006 74,207 1,650 121 (617) (171) 983 $ 75,190 1 IFRS 15, Revenue from Contracts with Customers (IFRS 15). 2 IFRS 9, Financial Instruments (IFRS 9). The accompanying Notes are an integral part of these Consolidated Financial Statements. 130 TD BANK GROU P AN NUAL REPO RT 20 19 FINAN CIAL RES ULTS Consolidated Statement of Cash Flows (millions of Canadian dollars) Cash fows from (used in) operating activities Net income before income taxes, including equity in net income of an investment in TD Ameritrade Adjustments to determine net cash fows from (used in) operating activities For the years ended October 31 2019 2018 2017 $ 14,421 $ 14,516 $ 12,770 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 TD Ameritrade (Note 12) Dilution gain (Note 12) Deferred taxes (Note 25) Changes in operating assets and liabilities Interest receivable and payable (Notes 16, 18) Securities sold under repurchase agreements Securities purchased under reverse repurchase agreements Securities sold short Trading loans and securities Loans net of securitization and sales Deposits Derivatives Non-trading fnancial assets at fair value through proft or loss Financial assets and liabilities designated at fair value through proft or loss Securitization liabilities Current taxes Brokers, dealers, and clients amounts receivable and payable Other Net cash from (used in) operating activities Cash fows from (used in) fnancing activities Issuance of subordinated notes and debentures (Note 19) Redemption or repurchase of subordinated notes and debentures (Note 19) Common shares issued (Note 21) Preferred shares issued (Note 21) Repurchase of common shares (Note 21) Redemption of preferred shares (Note 21) Redemption of non-controlling interests in subsidiaries (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) fnancing activities Cash fows from (used in) investing activities Interest-bearing deposits with banks Activities in fnancial assets at fair value through other comprehensive income (Note 7) Purchases Proceeds from maturities Proceeds from sales Activities in available-for-sale securities (Note 7) Purchases Proceeds from maturities Proceeds from sales Activities in debt securities at amortized cost (Note 7) Purchases Proceeds from maturities Proceeds from sales Activities in held-to-maturity securities (Note 7) Purchases Proceeds from maturities Proceeds from sales Activities in debt securities classifed as loans Purchases Proceeds from maturities Proceeds from sales Net purchases of land, buildings, equipment, and other depreciable assets Net cash acquired from (paid for) divestitures, acquisitions, and the purchase 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 fows from operating activities 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 3,029 605 800 (78) (1,192) – (33) (26) 32,467 (38,556) (9,822) (18,103) (41,693) (52,281) 9,883 (2,397) 104,693 (157) (771) 1,726 (2,244) 271 1,749 24 105 791 (2,235) – (1,000) 10,015 (9,933) (5,157) (11) (5,652) 2,480 576 815 (111) (743) – 385 (104) 4,798 7,050 3,996 (24,065) (45,620) 53,379 (3,745) 5,257 (460) (1,532) (780) (1,435) (8,964) 5,693 1,750 (2,468) 128 740 (1,501) (500) – 8,454 (8,424) (4,634) (72) (6,527) 2,216 603 704 (128) (449) (204) 175 (283) 39,618 (48,377) 2,367 (4,661) (22,332) 40,150 1,836 n/a 245 (1,575) (419) 2,459 1,412 26,127 1,500 (2,536) 125 346 (1,397) – (626) 9,705 (9,829) (4,211) (112) (7,035) 5,137 20,465 2,529 (24,898) 37,835 10,158 n/a n/a n/a (51,202) 28,392 1,418 n/a n/a n/a n/a n/a n/a (794) (540) 5,506 3 128 4,735 $ 4,863 $ 3,589 17,958 40,315 1,584 (20,269) 30,101 2,731 n/a n/a n/a (51,663) 20,101 670 n/a n/a n/a n/a n/a n/a (587) – 1,549 49 764 3,971 $ 4,735 $ 3,535 13,888 34,789 1,202 n/a n/a n/a (63,339) 30,775 4,977 n/a n/a n/a (17,807) 27,729 452 (2,471) 337 447 (434) (2,129) (18,934) (94) 64 3,907 $ 3,971 $ 2,866 8,957 28,393 1,153 The accompanying Notes are an integral part of these Consolidated Financial Statements. Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 131 Notes to Consolidated Financial Statements These Consolidated Financial Statements were prepared using the accounting policies as described in Notes 2 and 4. Certain comparative amounts have been revised to conform with the presentation adopted in the current period. The preparation of the Consolidated 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. Accordingly, actual results may differ from estimated amounts as future confrming events occur. The accompanying Consolidated Financial Statements of the Bank were approved and authorized for issue by the Bank’s Board of Directors, in accordance with a recommendation of the Audit Committee, on December 4, 2019. Certain disclosures are included in the shaded sections of the “Managing Risk” section of the accompanying 2019 Management’s Discussion and Analysis (MD&A), as permitted by IFRS, and form an integral part of the Consolidated Financial Statements. 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 are entities that are created to accomplish a narrow and well-defned objective. Structured entities may take the form of a corporation, trust, partnership, 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 signifcant impact on the entity’s risks and/ or returns; • The Bank is exposed to signifcant 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. 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 offces located at 66 Wellington Street West, Toronto, Ontario. TD serves customers in three business segments operating in a number of locations in key fnancial 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 Offce of the Superintendent of Financial 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 fows 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 signifcant impact on the entity’s risks and/or returns; (2) it is exposed to signifcant 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 “variable 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 exercisable 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. 132 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Consolidation conclusions are reassessed at the end of each fnancial reporting period. The Bank’s policy is to consider the impact on consolidation of all signifcant changes in circumstances, focusing on the following: • Substantive changes in ownership, such as the purchase or disposal of more than an insignifcant additional interest in an entity; • Changes in contractual or governance arrangements of an entity; • Additional activities undertaken, such as providing a liquidity facility beyond the original terms or entering into a transaction not originally contemplated; or • Changes in the fnancing structure of an entity. Investments in Associates and Joint Ventures Entities over which the Bank has signifcant infuence are associates and entities over which the Bank has joint control are joint ventures. Signifcant infuence is the power to participate in the fnancial and operating policy decisions of an investee, but is not control or joint control over these entities. Associates and joint ventures are accounted for using the equity method of accounting. 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 proft or loss of the associate or joint venture, capital transactions, including the receipt of any dividends, and write-downs to refect any 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. 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 shareholders. 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 fnancial institutions. These amounts are due on demand or have an original maturity of three months or less. REVENUE RECOGNITION Revenue is recognized at an amount that refects the consideration the Bank expects to be entitled to in exchange for transferring services to a customer, excluding amounts collected on behalf of third parties. The Bank recognizes revenue when it transfers control of a good or a service to a customer at a point in time or over time. The determination of when performance obligations are satisfed requires the use of judgment. Refer to Note 3 for further details. The Bank identifes contracts with customers subject to IFRS 15, which create enforceable rights and obligations. The Bank determines the performance obligations based on distinct services promised to the customers in the contracts. The Bank’s contracts generally have a term of one year or less, consist of a single performance obligation, and the performance obligations generally refect services. For each contract, the Bank determines the transaction price, which includes estimating variable consideration and assessing whether the price is constrained. Variable consideration is included in the transaction price to the extent that it is highly probable that a signifcant reversal of the amount will not occur when the uncertainty associated with the amount of variable consideration is subsequently resolved. As such, the estimate of the variable consideration is constrained until the end of the invoicing period. The uncertainty is generally resolved at the end of the reporting period and as such, no signifcant judgment is required when recognizing variable consideration in revenues. The Bank’s receipt of payment from customers generally occurs subsequent to the satisfaction of performance obligations or a short time thereafter. As such, the Bank has not recognized any material contract assets (unbilled receivables) or contract liabilities (deferred revenues) and there is no signifcant fnancing component associated with the consideration due to the Bank. When another party is involved in the transfer of services to a customer, an assessment is made to evaluate whether the Bank is the principal such that revenues are reported on a gross basis or the agent such that revenues are reported on a net basis. The Bank is the principal when it controls the services in the contract promised to the customer before they are transferred. Control is demonstrated by the Bank being primarily responsible for fulflling the transfer of the services to the customer, having discretion in establishing pricing of the services, or both. Interest from interest-bearing assets and liabilities not measured at fair value through proft or loss is recognized as net interest income using the effective interest rate (EIR). EIR is the rate that discounts expected future cash fows for the expected life of the fnancial instrument to its carrying value. The calculation takes into account the contractual interest rate, along with any fees or incremental costs that are directly attributable to the instrument and all other premiums or discounts. Investment and securities services Investment and securities services income include asset management fees, administration and commission fees, and investment banking fees. The Bank recognizes asset management and administration fees based on time elapsed, which depicts the rendering of investment management and related services over time. The fees are primarily calculated based on average daily or point in time assets under management (AUM) or assets under administration (AUA) depending on the investment mandate. Commission fees include sales, trailer and brokerage commissions. Sales and brokerage commissions are generally recognized at a point in time when the transaction is executed. Trailer commissions are recognized over time and are generally calculated based on the average daily net asset value of the fund during the period. Investment banking fees include advisory fees and underwriting fees and are generally recognized at a point in time upon successful completion of the engagement. Credit fees Credit fees include liquidity fees, restructuring fees, letter of credit fees, and loan syndication fees. Liquidity, restructuring, and letter of credit fees are recognized in income over the period in which the service is provided. Loan syndication fees are generally recognized at a point in time upon completion of the fnancing placement. Service charges Service charges income is earned on personal and commercial deposit accounts and consists of account fees and transaction-based service charges. Account fees relate to account maintenance activities and are recognized in income over the period in which the service is provided. Transaction-based service charges are recognized as earned at a point in time when the transaction is complete. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 133 Card services Card services income includes interchange income as well as card fees such as annual and transactional fees. Interchange income is recognized at a point in time when the transaction is authorized and funded. Card fees are recognized as earned at the transaction date with the exception of annual fees, which are recognized over a twelve-month period. IFRS 9 FINANCIAL INSTRUMENTS On November 1, 2017, the Bank adopted IFRS 9, Financial Instruments (IFRS 9), which replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement (IAS 39). IFRS 9 includes requirements on: (1) Classifcation and measurement of fnancial assets and liabilities; (2) Impairment of fnancial assets; and (3) General hedge accounting. Accounting for macro hedging has been decoupled from IFRS 9. The Bank has an accounting policy choice to apply the hedge accounting requirements of IFRS 9 or IAS 39. The Bank has made the decision to continue applying the IAS 39 hedge accounting requirements and complies with the revised annual hedge accounting disclosures as required by the related amendments to IFRS 7, Financial Instruments: Disclosures (IFRS 7). Various interest rates and other indices that are deemed to be “benchmarks” (including Interbank Offered Rate (IBOR) benchmarks) have been, and continue to be, the subject of international regulatory guidance and proposals for reform. Following the announcement by the U.K. Financial Conduct Authority (FCA) on July 27, 2017 indicating that the FCA would no longer compel banks to submit rates for the calculation of London Interbank Offered Rate (LIBOR) post December 31, 2021, efforts to transition away from IBORs to alternative reference rates have been continuing in various jurisdictions. These developments, and the related uncertainty over the potential variance in the timing and manner of implementation in each jurisdiction, introduce risks that may have adverse consequences on the Bank, its clients and the fnancial services industry. Moreover, the replacement of the IBORs or other benchmark rates could result in market dislocation and have other adverse consequences for market participants. As a result of the effects of IBOR reform, on September 26, 2019, the IASB issued Interest Rate Benchmark Reform, Amendments to IFRS 9, IAS 39 and IFRS 7 (“Interest Rate Benchmark Reform”); of which the Bank adopted the applicable amendments to IFRS 7 relating to hedge accounting and will apply the remaining amendments related to IAS 39 as and when applicable to the Bank’s hedging relationships. Refer to Note 4 for further details. Classification and Measurement of Financial Assets The Bank classifes its fnancial assets into the following categories: • Amortized cost; • Fair value through other comprehensive income (FVOCI); • Held-for-trading; • Non-trading fair value through proft or loss (FVTPL); and • Designated at FVTPL. The Bank recognizes fnancial assets on a settlement date basis, except for derivatives and securities, which are recognized on a trade date basis. Debt Instruments The classifcation and measurement for debt instruments is based on the Bank’s business models for managing its fnancial assets and whether the contractual cash fows represent solely payments of principal and interest (SPPI). Refer to Note 3 for judgment with respect to business models and SPPI. The Bank has determined its business models as follows: • Held-to-collect: the objective is to collect contractual cash fows; • Held-to-collect-and-sell: the objective is both to collect contractual cash fows and sell the fnancial assets; and • Held-for-sale and other business models: the objective is neither of the above. The Bank performs the SPPI test for fnancial assets held within the held-to-collect and held-to-collect-and-sell business models. If these fnancial assets have contractual cash fows which are inconsistent with a basic lending arrangement, they are classifed as non-trading fnancial assets measured at FVTPL. In a basic lending arrangement, interest includes only consideration for time value of money, credit risk, other basic lending risks, and a reasonable proft margin. Debt Securities and Loans Measured at Amortized Cost Debt securities and loans held within a held-to-collect business model where their contractual cash fows pass the SPPI test are measured at amortized cost. The carrying amount of these fnancial assets is adjusted by an allowance for credit losses recognized and measured as described in the Impairment – Expected Credit Loss Model section of this Note, as well as any write-offs and unearned income which includes prepaid interest, loan origination fees and costs, commitment fees, loan syndication fees, and unamortized discounts or premiums. Interest income is recognized using EIRM. Loan origination fees 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 fnancing placement unless the yield on any loan retained by the Bank is less than that of other comparable lenders involved in the fnancing syndicate. In such cases, an appropriate portion of the fee is recognized as a yield adjustment in interest income over the term of the loan. Debt Securities and Loans Measured at Fair Value through Other Comprehensive Income Debt securities and loans held within a held-to-collect-and-sell business model where their contractual cash fows pass the SPPI test are measured at FVOCI. Fair value changes are recognized in other comprehensive income, except for impairment gains or losses, interest income and foreign exchange gains and losses on the instrument’s amortized cost, which are recognized in the Consolidated Statement of Income. The expected credit loss (ECL) allowance is recognized and measured as described in the Impairment – Expected Credit Loss Model section of this Note. When the fnancial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassifed from equity to income and recognized in net securities gain (loss). Interest income from these fnancial assets is included in interest income using EIRM. Financial Assets Held-for-Trading This held-for-sale business model includes fnancial assets held within a trading portfolio, which have been originated, acquired, or incurred principally for the purpose of selling in the near term, or if they form part of a portfolio of identifed fnancial instruments that are managed together and for which there is evidence of short-term proft-taking. Financial assets held within this business model consist of trading securities, trading loans, as well as certain debt securities and fnancing-type physical commodities that are recorded as securities purchased under reverse repurchase agreements on the Consolidated Balance Sheet. 134 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Trading portfolio assets 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 (loss). Transaction costs are expensed as incurred. Dividends are recognized on the ex-dividend date and interest is recognized on an accrual basis. Both dividends and interest are included in interest income. Non-Trading Financial Assets Measured at Fair Value through Profit or Loss Non-trading fnancial assets measured at FVTPL include fnancial assets held within the held-for-sale and other business models, for example debt securities and loans managed on a fair value basis. Financial assets held within the held-to-collect or held-to-collect-and-sell business models that do not pass the SPPI test are also classifed as non-trading fnancial assets measured at FVTPL. Changes in fair value as well as any gains or losses realized on disposal are recognized in income (loss) from non-trading fnancial instruments at FVTPL. Interest income from debt instruments is included in interest income on an accrual basis. Financial Assets Designated at Fair Value through Profit or Loss Debt instruments in a held-to-collect or held-to-collect-and-sell business model can be designated at initial recognition as measured at FVTPL, provided the designation can eliminate or signifcantly reduce an accounting mismatch that would otherwise arise from measuring these fnancial assets on a different basis. The FVTPL designation is available only for those fnancial instruments for which a reliable estimate of fair value can be obtained. Once fnancial assets are designated at FVTPL, the designation is irrevocable. Changes in fair value as well as any gains or losses realized on disposal are recognized in income (loss) from fnancial instruments designated at FVTPL. Interest income from these fnancial assets is included in interest income on an accrual basis. 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. Equity Instruments Equity investments are required to be measured at FVTPL (classifed as non-trading fnancial assets measured at FVTPL), except where the Bank has elected at initial recognition to irrevocably designate an equity investment, held for purposes other than trading, at FVOCI. If such an election is made, the fair value changes, including any associated foreign exchange gains or losses, are recognized in other comprehensive income and are not subsequently reclassifed to net income, including upon disposal. Realized gains and losses are transferred directly to retained earnings upon disposal. Consequently, there is no review required for impairment. Dividends will normally be recognized in interest income unless the dividends represent a recovery of part of the cost of the investment. Gains and losses on non-trading equity investments measured at FVTPL are included in income (loss) from non-trading fnancial instruments at FVTPL. Classification and Measurement for Financial Liabilities The Bank classifes its fnancial liabilities into the following categories: • Held-for-trading; • Designated at FVTPL; and • Other liabilities. Financial Liabilities Held-for-Trading Financial liabilities are held within a trading portfolio if they have been incurred principally for the purpose of repurchasing in the near term, or form part of a portfolio of identifed fnancial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term proft-taking. Financial liabilities held-for-trading are primarily trading deposits, securitization liabilities at fair value, obligations related to securities sold short and certain obligations related to securities sold under repurchase agreements. Trading portfolio liabilities 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 (loss). Transaction costs are expensed as incurred. Interest is recognized on an accrual basis and included in interest expense. Financial Liabilities Designated at Fair Value through Profit or Loss Certain fnancial liabilities may be designated at FVTPL at initial recognition. To be designated at FVTPL, fnancial liabilities must meet one of the following criteria: (1) the designation eliminates or signifcantly reduces a measurement or recognition inconsistency; (2) a group of fnancial liabilities is managed and its performance is evaluated on a fair value basis in accordance with a documented risk management or investment strategy; or (3) the instrument contains one or more embedded derivatives unless a) the embedded derivative does not signifcantly modify the cash fows that otherwise would be required by the contract, or b) it is clear with little or no analysis that separation of the embedded derivative from the fnancial instrument is prohibited. In addition, the FVTPL designation is available only for those fnancial instruments for which a reliable estimate of fair value can be obtained. Once fnancial liabilities are designated at FVTPL, the designation is irrevocable. Financial liabilities designated at FVTPL 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 income (loss) from fnancial instruments designated at FVTPL, except for the amount of change in fair value attributable to changes in the Bank’s own credit risk, which is presented in other comprehensive income. Amounts recognized in other comprehensive income are not subsequently reclassifed to net income upon derecognition of the fnancial liability; instead, they are transferred directly to retained earnings. Changes in fair value attributable to changes in the Bank’s own credit risk are measured as the difference between: (i) the period-over-period change in the present value of the expected cash fows using an all-in discount curve refecting both the interest rate benchmark curve and the Bank’s own credit risk; and (ii) the period-over-period change in the present value of the same expected cash fows using a discount curve based solely on the interest rate benchmark curve. For loan commitments and fnancial guarantee contracts that are designated at FVTPL, the full change in fair value of the liability is recognized in income (loss) from fnancial instruments designated at FVTPL. Interest is included in interest expense on an accrual basis. Other Financial Liabilities Deposits Deposits, other than deposits included in a trading portfolio and deposits designated at FVTPL, are accounted for at amortized cost. Accrued interest on deposits is included in Other liabilities on the Consolidated Balance Sheet. Interest, including capitalized transaction costs, is recognized on an accrual basis using EIRM as Interest expense on the Consolidated Statement of Income. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 135 Subordinated Notes and Debentures Subordinated notes and debentures are accounted for at amortized cost. Accrued interest on subordinated notes and debentures is included in Other liabilities on the Consolidated Balance Sheet. Interest, including capitalized transaction costs, is recognized on an accrual basis using EIRM as Interest expense on the Consolidated Statement of Income. Reclassification of Financial Assets and Liabilities Financial assets and fnancial liabilities are not reclassifed subsequent to their initial recognition, except for fnancial assets for which the Bank changes its business model for managing fnancial assets. Such reclassifcations of fnancial assets are expected to be rare in practice. Impairment – Expected Credit Loss Model The ECL model applies to fnancial assets, including loans and debt securities measured at amortized cost, loans and debt securities measured at FVOCI, loan commitments, and fnancial guarantees that are not measured at FVTPL. The ECL model consists of three stages: Stage 1 – twelve-month ECLs for performing fnancial assets, Stage 2 – Lifetime ECLs for fnancial assets that have experienced a signifcant increase in credit risk since initial recognition, and Stage 3 – Lifetime ECLs for fnancial assets that are impaired. ECLs are the difference between all contractual cash fows that are due to the Bank in accordance with the contract and all the cash fows the Bank expects to receive, discounted at the original effective interest rate. If a signifcant increase in credit risk has occurred since initial recognition, impairment is measured as lifetime ECLs. Otherwise, impairment is measured as twelve-month ECLs which represent the portion of lifetime ECLs that are expected to occur based on default events that are possible within twelve months after the reporting date. If credit quality improves in a subsequent period such that the increase in credit risk since initial recognition is no longer considered signifcant, the loss allowance reverts back to being measured based on twelve-month ECLs. Significant Increase in Credit Risk For retail exposures, signifcant increase in credit risk is assessed based on changes in the twelve-month probability of default (PD) since initial recognition, using a combination of individual and collective information that incorporates borrower and account specifc attributes and relevant forward-looking macroeconomic variables. For non-retail exposures, signifcant increase in credit risk is assessed based on changes in the internal risk rating (borrower risk ratings (BRR)) since initial recognition. The Bank defnes default as delinquency of 90 days or more for most retail products and BRR 9 for non-retail exposures. Exposures are considered impaired and migrate to Stage 3 when they are 90 days or more past due for retail exposures, rated BRR 9 for non-retail exposures, or when there is objective evidence that there has been a deterioration of credit quality to the extent the Bank no longer has reasonable assurance as to the timely collection of the full amount of principal and interest. When determining whether there has been a signifcant increase in credit risk since initial recognition of a fnancial asset, the Bank considers all reasonable and supportable information that is available without undue cost or effort about past events, current conditions, and forecast of future economic conditions. Refer to Note 3 for additional details. Measurement of Expected Credit Losses ECLs are measured as the probability-weighted present value of expected cash shortfalls over the remaining expected life of the fnancial instrument and consider reasonable and supportable information about past events, current conditions, and forecasts of future events and economic conditions that impact the Bank’s credit risk assessment. Expected life is the maximum contractual period the Bank is exposed to credit risk, including extension options for which the borrower has unilateral right to exercise. For certain fnancial instruments that include both a loan and an undrawn commitment, and the Bank’s contractual ability to demand repayment and cancel the undrawn commitment does not limit the Bank’s exposure to credit losses to the contractual notice period, ECLs are measured over the period the Bank is exposed to credit risk. For example, ECLs for credit cards are measured over the borrowers’ expected behavioural life, incorporating survivorship assumptions and borrower-specifc attributes. The Bank leverages its Advanced Internal Ratings-Based (AIRB) models used for regulatory capital purposes and incorporates adjustments where appropriate to calculate ECLs. Forward-Looking Information and Expert Credit Judgment Forward-looking information is considered when determining signifcant increase in credit risk and measuring ECLs. Forward-looking macroeconomic factors are incorporated in the risk parameters as relevant. Qualitative factors that are not already considered in the modelling are incorporated by exercising expert credit judgment in determining the fnal ECL. Refer to Note 3 for additional details. Modified Loans In cases where a borrower experiences fnancial diffculties, the Bank may grant certain concessionary modifcations to the terms and conditions of a loan. Modifcations may include payment deferrals, extension of amortization periods, rate reductions, principal forgiveness, debt consolidation, forbearance and other modifcations 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 Bank determines that a modifcation results in expiry of cash fows, the original asset is derecognized while a new asset is recognized based on the new contractual terms. Signifcant increase in credit risk is assessed relative to the risk of default on the date of modifcation. If the Bank determines that a modifcation does not result in derecognition, signifcant increase in credit risk is assessed based on the risk of default at initial recognition of the original asset. Expected cash fows arising from the modifed contractual terms are considered when calculating the ECL for the modifed asset. For loans that were modifed while having lifetime ECLs, the loans can revert to having twelve-month ECLs after a period of performance and improvement in the borrower’s fnancial condition. Allowance for Loan Losses, Excluding Acquired Credit-Impaired (ACI) Loans The allowance for loan losses represents management’s calculation of probability-weighted ECLs in the lending portfolios, including any off-balance sheet exposures, at the balance sheet date. The allowance for loan losses for lending portfolios reported on the Consolidated Balance Sheet, which includes credit-related allowances for residential mortgages, consumer instalment and other personal, credit card, and business and government loans, is deducted from Loans on the Consolidated Balance Sheet. The allowance for loan losses for loans measured at FVOCI is presented on the Consolidated Statement of Changes in Equity. The allowance for loan 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. Each quarter, allowances are reassessed and adjusted based on any changes in management’s estimate of ECLs. Loan losses on impaired loans in Stage 3 continue to be recognized by means of an allowance for loan losses until a loan is written off. A loan is written off against the related allowance for loan 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 136 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS bankruptcy court. Non-real estate 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. The time period over which the Bank performs collection activities of the contractual amount outstanding of fnancial assets that are written off varies from one jurisdiction to another and generally spans between less than one year to fve years. Allowance for Credit Losses on Debt Securities The allowance for credit losses on debt securities represents management’s calculation of probability-weighted ECLs. Debt securities measured at amortized cost are presented net of the allowance for credit losses on the Consolidated Balance Sheet. The allowance for credit losses on debt securities measured at FVOCI are presented on the Consolidated Statement of Changes in Equity. The allowance for credit losses is increased by the provision for credit losses and decreased by write-offs net of recoveries and disposals. Each quarter, allowances are reassessed and adjusted based on any changes in management’s estimate of ECLs. 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 refects adjustments based on the acquired loan’s interest rate in comparison to current market rates. On acquisition, twelve-month ECLs are recognized on the acquired loans, resulting in the carrying amount for acquired loans to be lower than fair value. 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 ACI loans, with no ECLs recognized on acquisition. Acquired performing loans are subsequently accounted for at amortized cost based on their contractual cash fows and any acquisition related discount or premium, including credit-related discounts, is considered to be an adjustment to the loan yield and is recognized in interest income using EIRM over the term of the loan, or the expected life of the loan for acquired loans with revolving terms. Acquired Credit-Impaired Loans ACI loans are identifed as impaired at acquisition based on specifc 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 fows as opposed to their contractual cash fows. The Bank determines the fair value of these loans at the acquisition date by discounting expected cash fows at a discount rate that refects 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 refective of current market conditions. With respect to certain individually signifcant ACI loans, accounting is applied individually at the loan level. The remaining ACI loans are aggregated provided they are acquired in the same fscal quarter and have common risk characteristics. Aggregated loans are accounted for as a single asset with aggregated cash fows and a single composite interest rate. Subsequent to acquisition, the Bank regularly reassesses and updates its cash fow estimates for changes to assumptions relating to default rates, loss severities, the amount and timing of prepayments, and other factors that are refective of current market conditions. Probable decreases in expected cash fows trigger the recognition of additional impairment, which is measured based on the present value of the revised expected cash fows discounted at the loan’s effective interest rate as compared to the carrying value of the loan. The ECL in excess of the initial credit-related discount is recorded through the provision for credit losses. Interest income on ACI loans is calculated by multiplying the credit-adjusted effective interest rate to the amortized cost of ACI loans. SHARE CAPITAL The Bank classifes fnancial instruments that it issues as either fnancial 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 classifed as liabilities on the Consolidated Balance Sheet. Dividend or interest payments on these instruments are recognized in Interest expense on the Consolidated Statement of Income. Issued instruments are classifed as equity when there is no contractual obligation to transfer cash or other fnancial 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 classifed 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 classifed 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. 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. Guarantees 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 guarantee 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 defnition 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 contracts which are over-the- counter (OTC) contracts designed to transfer the credit risk in an underlying fnancial instrument from one counterparty to another. DERIVATIVES Derivatives are instruments that derive their value from changes in underlying interest rates, foreign exchange rates, credit spreads, commodity prices, equities, or other fnancial or non-fnancial 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. Derivatives are carried at their fair value on the Consolidated Balance Sheet. Derivatives Held-for-Trading Purposes The Bank enters into trading derivative contracts to meet the needs of its customers, to provide liquidity and market-making related activities, and in certain cases, to manage risks related to its trading portfolios. The realized and unrealized gains or losses on trading derivatives are recognized in trading income (loss). TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 137 Derivatives Held for Non-trading Purposes Non-trading derivatives are primarily used to manage interest rate, foreign exchange, and other market 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, they are presented 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 presented 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 fows 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 qualifes 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. Changes in fair value relating to the derivative component excluded from the assessment of hedge effectiveness, is recognized in Non-interest income on the Consolidated Statement of Income. When derivatives are designated as hedges, the Bank classifes them either as: (1) hedges of the changes in fair value of recognized assets or liabilities or frm commitments (fair value hedges); (2) hedges of the variability in highly probable future cash fows attributable to a recognized asset or liability, or a forecasted transaction (cash fow hedges); or (3) hedges of net investments in a foreign operation (net investment hedges). Interest Rate Benchmark Reform A hedging relationship is affected by interest rate benchmark reform if it gives rise to uncertainties about (a) the interest rate benchmark (contractually or non-contractually specifed) designated as a hedged risk; and/or (b) the timing or the amount of interest rate benchmark- based cash fows of the hedged item or of the hedging instrument. For such hedging relationships, the following temporary exceptions apply during the period of uncertainty: • when assessing whether a forecast transaction is highly probable or expected to occur, it is assumed that the interest rate benchmark on which the hedged cash fows (contractually or noncontractually specifed) are based is not altered as a result of interest rate benchmark reform; • when assessing whether a hedge is expected to be highly effective, it is assumed that the interest rate benchmark on which the hedged cash fows and/or the hedged risk (contractually or noncontractually specifed) are based, or the interest rate benchmark on which the cash fows of the hedging instrument are based, is not altered as a result of interest rate benchmark reform; • a hedge is not required to be discontinued if the actual results of the hedge are outside of a range of 80–125 per cent as a result of interest rate benchmark reform; • for a hedge of a non-contractually specifed benchmark portion of interest rate risk, the requirement that the risk component is separately identifable need only be met at the inception of the hedging relationship. 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 fxed-rate long-term fnancial 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 or Non-interest income, as applicable, on the Consolidated Statement of Income. Cash Flow Hedges The Bank is exposed to variability in future cash fows attributable to interest rate, foreign exchange rate, and equity price risks. The amounts and timing of future cash fows 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 qualifes as a cash fow hedge is initially 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 in accumulated other comprehensive income (AOCI) attributable to interest rate, foreign exchange rate, and equity price components, as applicable, are reclassifed to Net interest income or Non-interest income 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 AOCI at that time remains in AOCI 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 AOCI is immediately reclassifed to Net interest income or Non-interest income, as applicable, on the Consolidated Statement of Income. Net Investment Hedges Hedges of net investments in foreign operations are accounted for similar to cash fow 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 instrument relating to the ineffective portion is recognized immediately in non-interest income. Gains and losses in AOCI are reclassifed to the Consolidated Statement of Income upon the disposal or partial disposal of the investment in the foreign operation. The Bank designates derivatives and non-derivatives (such as foreign currency deposit liabilities) as hedging instruments in net investment hedges. Embedded Derivatives Derivatives may be embedded in certain instruments, including fnancial liabilities (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 defnition of a derivative, and the combined contract is not held-for-trading or designated at FVTPL. These embedded derivatives, 138 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS 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 AND PRESENTATION OF FOREIGN CURRENCIES The Bank’s Consolidated Financial Statements are presented in Canadian dollars. Items included in the fnancial 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 for the period. Translation gains and losses are included in non-interest income except for equity investments designated at FVOCI where unrealized translation gains and losses are recorded in other comprehensive income. Foreign operations are those with a functional currency other than Canadian dollars. For the purpose of translation into the Bank’s presentation currency, all assets and liabilities are frst measured in the functional currency of the foreign operation and subsequently, translated at exchange rates prevailing at the balance sheet date. Income and expenses are translated at average exchange rates for the period. Unrealized translation gains and losses relating to these foreign operations, net of gains or losses arising from net investment hedges and applicable income taxes, are included in other comprehensive income. Translation gains and losses in AOCI are recognized on the Consolidated Statement of Income upon the disposal or partial disposal of the foreign operation. The investment balance of foreign entities accounted for by the equity method, including TD Ameritrade, is translated into Canadian dollars using exchange rates prevailing at the balance sheet date 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. DETERMINATION OF FAIR VALUE The fair value of a fnancial 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 fnancial 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 establishing 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 transactions involving the same or similar instrument, without modifcation 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 refect 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, the difference is referred to as inception proft or loss. Inception proft or loss is recognized upon initial recognition of the instrument only if the fair value is based on observable inputs. When an instrument is measured using a valuation technique that utilizes signifcant 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 transaction price and the value determined by the valuation technique at initial recognition is recognized as non-observable inputs become observable. If the fair value of a fnancial asset measured at fair value becomes negative, it is recognized as a fnancial liability until either its fair value becomes positive, at which time it is recognized as a fnancial asset, or until it is extinguished. DERECOGNITION OF FINANCIAL INSTRUMENTS Financial Assets The Bank derecognizes a fnancial asset when the contractual rights to that asset have expired. Derecognition may also be appropriate where the contractual right to receive future cash fows from the asset have been transferred, or where the Bank retains the rights to future cash fows from the asset, but assumes an obligation to pay those cash fows to a third party subject to certain criteria. When the Bank transfers a fnancial 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 fnancial asset have been retained, the Bank continues to recognize the fnancial asset and also recognizes a fnancial 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 fnancial asset have been transferred, the Bank will derecognize the fnancial 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 risks and rewards have been transferred by quantitatively comparing the variability in cash fows before and after the transfer. If the variability in cash fows does not change signifcantly as a result of the transfer, the Bank has retained substantially 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 fnancial asset, the Bank derecognizes the fnancial asset where it has relinquished control of the fnancial asset. The Bank is considered to have relinquished control of the fnancial asset where the transferee has the practical ability to sell the transferred fnancial asset. Where the Bank has retained control of the fnancial asset, it continues to recognize the fnancial asset to the extent of its continuing involvement in the fnancial asset. Under these circumstances, the Bank usually retains the rights to future cash fows relating to the asset through a residual interest and is exposed to some degree of risk associated with the fnancial 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 fnancial assets in their entirety, when applicable. If transferring a part of an asset, it must be a specifcally identifed cash fow, a fully proportionate share of the asset, or a fully proportionate share of a specifcally identifed cash fow. Securitization Securitization is the process by which fnancial assets are transformed into securities. The Bank securitizes fnancial assets by transferring those fnancial assets to a third party and as part of the securitization, certain fnancial 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 qualifes for derecognition, 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 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 139 the carrying amount of the asset transferred and the sum of any cash proceeds received, including any fnancial asset received or fnancial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized AOCI. 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 determined by estimating the present value of future expected cash fows 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 classifed as trading securities with subsequent changes in fair value recorded in trading income. Where the Bank retains the servicing rights, the benefts of servicing are assessed against market expectations. When the benefts of servicing are more than adequate, a servicing asset is recognized. Similarly, when the benefts 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 fnancial liability when the obligation under the liability is discharged, cancelled, or expires. If an existing fnancial liability is replaced by another fnancial liability from the same lender on substantially different terms or where the terms of the existing liability are substantially modifed, 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. 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 collateralized 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 agreements 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 necessary, transfers additional collateral and may require counterparties to return collateral pledged. Certain transactions that do not meet derecognition criteria 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 respective 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 EIRM and is included in Interest income and Interest expense, respectively, on the Consolidated Statement of Income. 140 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS In security lending transactions, the Bank lends securities to a counterparty 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 income 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 included in Interest income and Interest expense, respectively, on the Consolidated Statement of Income. Physical commodities purchased or sold with an agreement to sell or repurchase the physical commodities at a later date at a fxed 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 are not met. These instruments are measured at fair value. GOODWILL Goodwill represents the excess purchase price paid over the net fair value of identifable 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 beneft 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 identifable group of assets that generates cash fows largely independent of the cash infows from other assets or groups of assets. Each CGU or group of CGUs, to which 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 of disposal 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 cannot be reversed in future periods. INTANGIBLE ASSETS Intangible assets represent identifable non-monetary assets and are acquired either separately or through a business combination, or internally generated software. The Bank’s intangible assets consist primarily of core deposit intangibles, credit card related intangibles, and software intangibles. Intangible assets are initially recognized at fair value and are amortized over their estimated useful lives (3 to 20 years) proportionate to their expected economic benefts, 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 of disposal 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. Where it is not possible to estimate the recoverable amount of an individual asset, the Bank estimates the recoverable amount of the CGU to which the asset belongs. An impairment loss is recognized on the Consolidated Statement of Income in the period in which the impairment is identifed. 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 fxtures, 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 fnance 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 refect the passage of time until the eventual settlement of the obligation. 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 fxtures Other equipment Leasehold improvements Useful Life 15 to 40 years 2 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. Where it is not possible to estimate the recoverable amount of an individual asset, the Bank estimates the recoverable amount of the CGU to which the asset belongs. An impairment loss is recognized on the Consolidated Statement of Income in the period in which the impairment is identifed. Impairment losses previously recognized 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 or disposal groups are classifed 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 the sale of the non-current assets or disposal groups. Non-current assets or disposal groups classifed 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 classifcation as held-for-sale, a non-current asset or 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 in Other income 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 fve 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 hedging activities, 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 determine the present value of the projected beneft obligation related to the Bank’s principal pension and non-pension post-retirement beneft 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 reclassifed to retained earnings. Pension and non-pension post-retirement beneft expenses are determined based upon separate actuarial valuations using the projected beneft 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 determined by reference to market yields on high-quality corporate bonds with terms matching the plans’ specifc cash fows. The expense recognized includes the cost of benefts for employee service provided in the current year, net interest expense or income on the net defned beneft 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 amendment, 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 signifcant 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 benefts provided under a defned beneft plan. The fair value of plan assets and the present value of the projected beneft obligation are measured as at October 31. The net defned beneft asset or liability represents the difference between the cumulative actuarial gains and losses, expenses, and recognized contributions and is reported in other assets or other liabilities. Net defned beneft 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 contributions or future contribution holidays. In addition, where a regulatory funding defcit exists related to a defned beneft plan, the Bank is required to record a liability equal to the present value of all future cash payments required to eliminate that defcit. Defined Contribution Plans For defned contribution plans, annual pension expense is equal to the Bank’s contributions to those plans. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 141 INSURANCE Premiums for short-duration insurance contracts are deferred as unearned premiums and reported in non-interest income on a straight-line basis over the contractual term of the underlying policies, usually twelve months. Such premiums are recognized net of amounts ceded for reinsurance and apply primarily to property and casualty contracts. Unearned premiums are reported in insurance-related liabilities, gross of premiums ceded to reinsurers which are recognized in other assets. Premiums from life and health insurance policies are recognized as income when earned in insurance revenue. For property and casualty insurance, insurance claims and policy beneft liabilities represent current claims and estimates for future claims related to insurable events occurring at or before the Consolidated 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 beneft liabilities 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 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. For life and health insurance, actuarial liabilities represent the present values of future policy cash fows as determined using standard actuarial valuation practices. Actuarial liabilities are reported in insurance-related liabilities with changes 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 outfow 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 expenditure expected to be required to settle the obligation, using a discount rate that refects the current market assessment of the time value of money and the risks specifc to the obligation. 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 suffcient taxable proft 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 associates, 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 provision for (recovery of) income taxes in the period in which management determines they are no longer required or as determined by statute. FINANCIAL INSTRUMENTS OTHER THAN DERIVATIVES PRIOR TO NOVEMBER 1, 2017 UNDER IAS 39 The following is applicable to periods prior to November 1, 2017 for fnancial instruments accounted for under IAS 39, to the extent not already discussed earlier in this Note. Classification and Measurement of Financial Assets and Financial Liabilities Available-for-Sale (AFS) Securities Financial assets not classifed as trading, designated at FVTPL, held-to-maturity or loans, were classifed as AFS and included equity securities and debt securities. AFS securities were recognized on a trade date basis and were generally 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 fnancial assets classifed as AFS were calculated on a weighted-average cost basis and were recognized in net securities gains (losses) in non-interest income. Dividends were recognized on the ex-dividend date and interest income was recognized on an accrual basis using EIRM. Both dividends and interest were included in Interest income on the Consolidated Statement of Income. Impairment losses were recognized if there was objective evidence of impairment as a result of one or more events that occurred (a ‘loss event’) and the loss event(s) resulted in a decrease in the estimated future cash fows of the instrument. A signifcant or prolonged decline in fair value below cost was considered objective evidence of impairment for AFS equity securities. A deterioration in credit quality was considered objective evidence of impairment for AFS debt securities. Qualitative factors were also considered when assessing impairment for AFS securities. When impairment was identifed, the cumulative net loss previously recognized in other comprehensive income, less any impairment loss previously recognized on the Consolidated Statement of Income, was 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 increased, the impairment loss was not reversed through the Consolidated Statement of Income. Subsequent increases in fair value were recognized in other comprehensive income. If the fair value of a previously impaired debt security subsequently increased and the increase could be objectively related to an event occurring after the impairment was recognized on the Consolidated Statement of Income, then the impairment loss was reversed through the Consolidated Statement of Income. An increase in fair value in excess of impairment recognized previously on the Consolidated Statement of Income was recognized in other comprehensive income. Held-to-Maturity Securities Debt securities with fxed or determinable payments and fxed maturity dates, that did not meet the defnition of loans and receivables, and that the Bank intended and had the ability to hold to maturity were classifed as held-to-maturity and were carried at amortized cost, net of impairment losses. Securities classifed as held-to-maturity were assessed for objective evidence of impairment at the counterparty- specifc level. If there was no objective evidence of impairment at the counterparty-specifc level then the security was grouped with other held-to-maturity securities with similar credit risk characteristics and was collectively assessed for impairment, which considered losses incurred but not identifed. Interest income was recognized using EIRM and was included in Interest income on the Consolidated Statement of Income. 142 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Financial Assets and Liabilities Designated at Fair Value through Profit or Loss Certain fnancial assets and fnancial liabilities that did not meet the defnition of trading could be designated at FVTPL on initial recognition. To be designated at FVTPL, fnancial assets and fnancial liabilities had to meet one of the following criteria: (1) the designation eliminated or signifcantly reduced a measurement or recognition inconsistency (also referred to as “an accounting mismatch”); (2) a group of fnancial assets, fnancial liabilities, or both, was managed and its performance was evaluated on a fair value basis in accordance with a documented risk management or investment strategy; or (3) the instrument contained one or more embedded derivatives unless a) the embedded derivative did not signifcantly modify the cash fows that otherwise would be required by the contract, or b) it was clear with little or no analysis that separation of the embedded derivative from the fnancial instrument was prohibited. In addition, the FVTPL designation was available only for those fnancial instruments for which a reliable estimate of fair value could be obtained. Once fnancial assets and fnancial liabilities were designated at FVTPL, the designation was irrevocable. Financial assets and fnancial liabilities designated at FVTPL were 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 income (loss) from fnancial instruments designated at fair value at proft or loss. Interest was recognized on an accrual basis and was included in interest income or interest expense. Embedded Derivatives Derivatives that were embedded in fnancial assets and liabilities were separated from their host instruments and treated as separate derivatives when their characteristics and risks were not closely related to those of the host instrument, a separate instrument with the same terms as the embedded derivative met the defnition of a derivative, and the combined contract was not held-for-trading or designated at fair value through proft or loss. These embedded derivatives, which were bifurcated from the host contract, were 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. Impairment – Allowance for Credit Losses Loan Impairment, Excluding Acquired Credit-Impaired Loans A loan, including a debt security classifed as a loan, was considered impaired when there was objective evidence that there had been a deterioration of credit quality subsequent to the initial recognition of the loan to the extent the Bank no longer had reasonable assurance as to the timely collection of the full amount of principal and interest. Indicators of impairment could include, but were not limited to, one or more of the following: • Signifcant fnancial diffculty 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 would enter bankruptcy or other fnancial reorganization; or • The disappearance of an active market for that fnancial asset. A loan was reclassifed back to performing status when it had been determined that there was 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 classifcation had been remedied. For gross impaired debt securities classifed as loans, subsequent to any recorded impairment, interest income continued to be recognized using EIRM which was used to discount the future cash fows for the purpose of measuring the credit loss. Renegotiated Loans In cases where a borrower experienced fnancial diffculties the Bank may have granted certain concessionary modifcations to the terms and conditions of a loan. Modifcations may have included payment deferrals, extension of amortization periods, rate reductions, principal forgiveness, debt consolidation, forbearance and other modifcations intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. The Bank had policies in place to determine the appropriate remediation strategy based on the individual borrower. Once modifed, additional impairment was recorded where the Bank identifed a decrease in the modifed loan’s estimated realizable value as a result of the modifcation. Modifed loans were assessed for impairment, consistent with the Bank’s policies for impairment. Allowance for Credit Losses, Excluding Acquired Credit-Impaired Loans The allowance for credit losses represented 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 included credit-related allowances for residential mortgages, consumer instalment and other personal, credit card, business and government loans, and debt securities classifed as loans, was deducted from Loans on the Consolidated Balance Sheet. The allowance for credit losses for off-balance sheet instruments, which related to certain guarantees, letters of credit, and undrawn lines of credit, was recognized in Other liabilities on the Consolidated Balance Sheet. Allowances for lending portfolios reported on the balance sheet and off-balance sheet exposures were calculated using the same methodology. The allowance was increased by the provision for credit losses and decreased by write-offs net of recoveries and disposals. The Bank maintained both counterparty-specifc and collectively assessed allowances. Each quarter, allowances were reassessed and adjusted based on any changes in management’s estimate of the future cash fows estimated to be recovered. Credit losses on impaired loans were recognized by means of an allowance for credit losses until a loan was written off. A loan was written off against the related allowance for credit losses when there was no realistic prospect of recovery. Non-retail loans were generally written off when all reasonable collection efforts had been exhausted, such as when a loan was sold, when all security had been realized, or when all security had been resolved with the receiver or bankruptcy court. Non-real estate secured retail loans were generally written off when contractual payments were 180 days past due, or when a loan was sold. Real-estate secured retail loans were generally written off when the security was realized. Counterparty-Specific Allowance Individually signifcant loans, such as the Bank’s medium-sized business and government loans and debt securities classifed as loans, were assessed for impairment at the counterparty-specifc level. The impairment assessment was based on the counterparty’s credit ratings, overall fnancial condition, and where applicable, the realizable value of the collateral. Collateral was reviewed at least annually and when conditions arose indicating an earlier review was necessary. An allowance, if applicable, was measured as the difference between the carrying amount of the loan and the estimated recoverable amount. The estimated recoverable amount was the present value of the estimated future cash fows, discounted using the loan’s original EIR. Collectively Assessed Allowance for Individually Insignificant Impaired Loans Individually insignifcant impaired loans, such as the Bank’s personal and small business loans and credit cards, were collectively assessed for impairment. Allowances were calculated using a formula that incorporated recent loss experience, historical default rates which were delinquency levels in interest or principal payments that indicated impairment, other applicable observable data, and the type of collateral pledged. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 143 Collectively Assessed Allowance for Incurred but Not Identified Credit Losses If there was no objective evidence of impairment for an individual loan, whether signifcant or not, the loan was included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identifed. This allowance was referred to as the allowance for incurred but not identifed credit losses. The level of the allowance for each group depended upon an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators. Historical loss experience was adjusted based on observable data to refect the effects of conditions which existed at the time. The allowance for incurred but not identifed credit losses was calculated using credit risk models that considered probability of default (loss frequency), loss given credit default (loss severity), and exposure at default (EAD). For purposes of measuring the collectively assessed allowance for incurred but not identifed credit losses, default was defned as delinquency levels in interest or principal payments that would indicate impairment. Acquired Loans Acquired loans were initially measured at fair value which considered incurred and expected future credit losses estimated at the acquisition date and also refected adjustments based on the acquired loan’s interest rate in comparison to market rates. As a result, no allowance for credit losses was recorded on the date of acquisition. When loans were acquired with evidence of incurred credit loss where it was probable at the purchase date that the Bank would be unable to collect all contractually required principal and interest payments, they were generally considered to be ACI loans. Acquired performing loans were subsequently accounted for at amortized cost based on their contractual cash fows and any acquisition-related discount or premium was considered to be an adjustment to the loan yield and recognized in interest income using 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 were not accreted. Acquired loans were 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 were identifed as impaired at acquisition based on specifc risk characteristics of the loans, including past due status, performance history and recent borrower credit scores. ACI loans were accounted for based on the present value of expected cash fows as opposed to their contractual cash fows. The Bank determined the fair value of these loans at the acquisition date by discounting expected cash fows at a discount rate that refected 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 were refective of market conditions. With respect to certain individually signifcant ACI loans, accounting was applied individually at the loan level. The remaining ACI loans were aggregated provided that they were acquired in the same fscal quarter and had common risk characteristics. Aggregated loans were accounted for as a single asset with aggregated cash fows and a single composite interest rate. Subsequent to acquisition, the Bank regularly reassessed and updated its cash fow estimates for changes to assumptions relating to default rates, loss severities, the amount and timing of prepayments, and other factors that were refective of market conditions. Probable decreases in expected cash fows triggered the recognition of additional impairment, which was measured based on the present value of the revised expected cash fows discounted at the loan’s EIR as compared to the carrying value of the loan. Impairment was recorded through the provision for credit losses. Probable and signifcant increases in expected cash fows would frst reverse any previously taken impairment with any remaining increase recognized in income immediately as interest income. In addition, for fxed-rate ACI loans the timing of expected cash fows may have increased or decreased which may have resulted 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 fows on ACI loans were determined not to be reasonably estimable, no interest was recognized. 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 fnancial 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 and changes to accounting standards and policies could have a materially adverse 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, determining estimates, and adopting new accounting standards are well-controlled and occur in an appropriate and systematic manner. CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS Business Model Assessment The Bank determines its business models based on the objective under which its portfolios of fnancial assets are managed. Refer to Note 2 for details on the Bank’s business models. In determining its business models, the Bank considers the following: • Management’s intent and strategic objectives and the operation of the stated policies in practice; • The primary risks that affect the performance of the business model and how these risks are managed; • How the performance of the portfolio is evaluated and reported to management; and • The frequency and signifcance of fnancial asset sales in prior periods, the reasons for such sales and the expected future sales activities. Sales in themselves do not determine the business model and are not considered in isolation. Instead, sales provide evidence about how cash fows are realized. A held-to-collect business model will be reassessed by the Bank to determine whether any sales are consistent with an objective of collecting contractual cash fows if the sales are more than insignifcant in value or infrequent. Solely Payments of Principal and Interest Test In assessing whether contractual cash fows are SPPI, the Bank considers the contractual terms of the instrument. This includes assessing whether the fnancial asset contains a contractual term that could change the timing or amount of contractual cash fows such that they would not be consistent with a basic lending arrangement. In making the assessment, the Bank considers the primary terms as follows and assesses if the contractual cash fows of the instruments continue to meet the SPPI test: • Performance-linked features; • Terms that limit the Bank’s claim to cash fows from specifed assets (non-recourse terms); 144 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS • Prepayment and extension terms; • Leverage features; and • Features that modify elements of the time value of money. IMPAIRMENT OF FINANCIAL ASSETS Significant Increase in Credit Risk For retail exposures, criteria for assessing signifcant increase in credit risk are defned at the appropriate product or portfolio level and vary based on the exposure’s credit risk at origination. The criteria include relative changes in PD, absolute PD backstop, and delinquency backstop when contractual payments are more than 30 days past due. Credit risk has increased signifcantly since initial recognition when one of the criteria is met. For non-retail exposures, BRR is determined on an individual borrower basis using industry and sector-specifc credit risk models that are based on historical data. Current and forward-looking information that is specifc to the borrower, industry, and sector is considered based on expert credit judgment. Criteria for assessing signifcant increase in credit risk are defned at the appropriate segmentation level and vary based on the BRR of the exposure at origination. Criteria include relative changes in BRR, absolute BRR backstop, and delinquency backstop when contractual payments are more than 30 days past due. Credit risk has increased signifcantly since initial recognition when one of the criteria is met. Measurement of Expected Credit Loss For retail exposures, ECLs are calculated as the product of PD, loss given default (LGD), and EAD at each time step over the remaining expected life of the fnancial asset and discounted to the reporting date at the effective interest rate. PD estimates represent the point-in-time PD, updated quarterly based on the Bank’s historical experience, current conditions, and relevant forward-looking expectations over the expected life of the exposure to determine the lifetime PD curve. LGD estimates are determined based on historical charge-off events and recovery payments, current information about attributes specifc to the borrower, and direct costs. Expected cash fows from collateral, guarantees, and other credit enhancements are incorporated in LGD if integral to the contractual terms. Relevant macroeconomic variables are incorporated in determining expected LGD. EAD represents the expected balance at default across the remaining expected life of the exposure. EAD incorporates forward-looking expectations about repayments of drawn balances and expectations about future draws where applicable. For non-retail exposures, ECLs are calculated based on the present value of cash shortfalls determined as the difference between contractual cash fows and expected cash fows over the remaining expected life of the fnancial instrument. Lifetime PD is determined by mapping the exposure’s BRR to point-in-time PD over the expected life. LGD estimates are determined by mapping the exposure’s facility risk rating (FRR) to expected LGD which takes into account facility-specifc characteristics such as collateral, seniority ranking of debt, and loan structure. Relevant macroeconomic variables are incorporated in determining expected PD and LGD. Expected cash fows are determined by applying the expected LGD to the contractual cash fows to calculate cash shortfalls over the expected life of the exposure. Forward-Looking Information In calculating the ECL, the Bank employs internally developed models that utilize parameters for PD, LGD, and EAD. Forward-looking macroeconomic factors including at the regional level are incorporated in the risk parameters as relevant. Additional risk factors that are industry or segment-specifc are also incorporated, where relevant. Forward-looking macroeconomic forecasts are generated by TD Economics as part of the ECL process: A base economic forecast is accompanied with upside and downside estimates of realistically possible economic conditions. All economic forecasts are updated quarterly for each variable on a regional basis where applicable and incorporated as relevant into the quarterly modelling of base, upside and downside risk parameters used in the calculation of ECL scenarios and probability-weighted ECL. The macroeconomic variable estimations are statistically derived relative to the base forecast based on the historical distribution of each variable. TD Economics will apply judgment to recommend probability weights to each forecast on a quarterly basis. The proposed macroeconomic forecasts and probability weightings are subject to robust management review and challenge process by a cross-functional committee that includes representation from TD Economics, Risk, Finance, and Business. ECLs calculated under each of the three forecasts are applied against the respective probability weightings to determine the probability-weighted ECLs. Refer to Note 8 for further details on the macroeconomic variables and ECL sensitivity. Expert Credit Judgment ECLs are recognized on initial recognition of the fnancial assets. Allowance for credit losses represents management’s best estimate of the risk of default and ECLs on the fnancial assets, including any off-balance sheet exposures, at the balance sheet date. Management exercises expert credit judgment in assessing if an exposure has experienced signifcant increase in credit risk since initial recognition and in determining the amount of ECLs at each reporting date by considering reasonable and supportable information that is not already included in the quantitative models. Management’s judgment is used to determine the point within the range that is the best estimate for the qualitative component contributing to ECLs, based on an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators and forward-looking information that are not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for credit losses and may result in a change in the allowance for credit losses. FAIR VALUE MEASUREMENTS The fair value of fnancial instruments traded in active markets at the balance sheet date is based on their quoted market prices. For all other fnancial instruments not traded in an active market, fair value may be based on other observable current market transactions involving the same or similar instruments, without modifcation 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 fow analysis, option pricing models, and other valuation techniques commonly used by market participants. For certain complex or illiquid fnancial instruments, fair value is determined using valuation techniques in which current market transactions 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 judgment. 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. Judgment is also used in recording fair value adjustments to model valuations to account for measurement uncertainty when valuing complex and less actively traded fnancial instruments. If the market for a complex fnancial instrument develops, the pricing for this instrument may become more transparent, resulting in refnement of valuation models. For example, IBOR reform may also have an impact on the fair value of products that reference or use valuation models with IBOR inputs. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 145 An analysis of fair values of fnancial 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 fows from the fnancial assets have been retained or transferred and the extent to which the risks and rewards of ownership of the fnancial assets have been retained or transferred. If the Bank neither transfers nor retains substantially all of the risks and rewards of ownership of the fnancial asset, a decision must be made as to whether the Bank has retained control of the fnancial asset. Upon derecognition, the Bank will record a gain or loss on sale of those assets which is calculated as the difference between the carrying amount of the asset transferred and the sum of any cash proceeds received, including any fnancial asset received or fnancial liability assumed, and any cumulative gain or loss allocated to the transferred asset that had been recognized in AOCI. In determining the fair value of any fnancial asset received, the Bank estimates future cash fows 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, ECLs, the cost of servicing the assets, and the rate at which to discount these expected future cash fows. Actual cash fows may differ signifcantly from those estimated by the Bank. Retained interests are classifed 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 fows. Differences between the actual cash fows and the Bank’s estimate of future cash fows are recognized in trading income. These assumptions are subject to periodic review and may change due to signifcant changes in the economic environment. GOODWILL AND OTHER INTANGIBLES The recoverable amount of the Bank’s CGUs 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 recoverable amount of CGUs, and the use of different assumptions and estimates in the calculations could infuence 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, assumptions 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 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 beneft obligation and expense related to the Bank’s pension and non-pension post-retirement beneft plans are determined using multiple assumptions that may signifcantly infuence 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 signifcant impact on the assumptions. The discount rate used to value liabilities is determined by reference to market yields on high-quality corporate bonds with terms matching the plans’ specifc cash fows. The other assumptions are also long-term estimates. All assumptions are subject to a degree of uncertainty. Differences between actual experiences and the assumptions, 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 maintains provisions for uncertain tax positions that it believes appropriately refect 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 suffcient taxable proft 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 various 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 signifcantly infuenced by the Bank’s forecast of future proft 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, 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. 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 beneft liabilities are based on best estimates of possible outcomes. 146 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS 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. 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 fows, including premiums, claims, and expenses required to administer the policies. Critical assumptions used in the measurement of life and health insurance contract liabilities are determined by the appointed actuary. Further information on insurance risk assumptions is provided in Note 22. CONSOLIDATION OF STRUCTURED ENTITIES Management judgment is required when assessing whether the Bank should consolidate an entity. 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 signifcant variable returns from the entity. If it is determined that the Bank has both decision-making power and signifcant 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 signifcant 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 facilities, or lending commitments. If the Bank has decision-making power over the entity and absorbs signifcant variable returns from the entity, it then determines if it is acting as principal 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 signifcant variable returns, unless an analysis of the factors above indicates otherwise. The decisions above are made with reference to the specifc facts and circumstances relevant for the structured entity and related transaction(s) under consideration. REVENUE FROM CONTRACTS WITH CUSTOMERS The Bank applies judgment to determine the timing of satisfaction of performance obligations which affects the timing of revenue recognition, by evaluating the pattern in which the Bank transfers control of services promised to the customer. A performance obligation is satisfed over time when the customer simultaneously receives and consumes the benefts as the Bank performs the service. For performance obligations satisfed over time, revenue is generally recognized using the time-elapsed method which is based on time elapsed in proportion to the period over which the service is provided, for example, personal deposit account bundle fees. The time-elapsed method is a faithful depiction of the transfer of control for these services as control is transferred evenly to the customer when the Bank provides a stand-ready service or effort is expended evenly by the Bank to provide a service over the contract period. In contracts where the Bank has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Bank’s performance completed to date, the Bank recognizes revenue in the amount to which it has a right to invoice. The Bank satisfes a performance obligation at a point in time if the customer obtains control of the promised services at that date. Determining when control is transferred requires the use of judgment. For transaction-based services, the Bank determines that control is transferred to the customer at a point in time when the customer obtains substantially all of the benefts from the service rendered and the Bank has a present right to payment, which generally coincides with the moment the transaction is executed. The Bank exercises judgment in determining whether costs incurred in connection with acquiring new revenue contracts would meet the requirement to be capitalized as incremental costs to obtain or fulfl a contract with customers. IMPAIRMENT OF FINANCIAL ASSETS PRIOR TO NOVEMBER 1, 2017 UNDER IAS 39 The following is applicable to periods prior to November 1, 2017 for fnancial instruments accounted for under IAS 39. Available-for-Sale Securities Impairment losses were recognized on AFS securities if there was objective evidence of impairment as a result of one or more events that occurred after initial recognition and the loss event(s) resulted in a decrease in the estimated cash fows of the instrument. The Bank individually reviewed these securities at least quarterly for the presence of these conditions. For AFS equity securities, a signifcant or prolonged decline in fair value below cost was considered objective evidence of impairment. For AFS debt securities, a deterioration of credit quality was considered objective evidence of impairment. Other factors considered in the impairment assessment included fnancial position and key fnancial indicators of the issuer of the instrument, signifcant 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 were recognized on held-to-maturity securities if there was objective evidence of impairment as a result of one or more events that occurred after initial recognition and the loss event(s) resulted in a decrease in the estimated cash fows of the instrument. The Bank reviewed these securities at least quarterly for impairment at the counterparty-specifc level. If there was no objective evidence of impairment at the counterparty-specifc level then the security was grouped with other held-to-maturity securities with similar credit risk characteristics and collectively assessed for impairment, which considered losses incurred but not identifed. A deterioration of credit quality was considered objective evidence of impairment. Other factors considered in the impairment assessment included the fnancial position and key fnancial indicators of the issuer, signifcant past and continued losses of the issuer, as well as breaches of contract, including default or delinquency in interest payments and loan covenant violations. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 147 Loans A loan, including a debt security classifed as a loan, was considered impaired when there was objective evidence that there had been a deterioration of credit quality subsequent to the initial recognition of the loan to the extent the Bank no longer had reasonable assurance as to the timely collection of the full amount of principal and interest. The Bank assessed loans for objective evidence of impairment individually for loans that were individually signifcant, and collectively for loans that were not individually signifcant. The allowance for credit losses represented management’s best estimate of impairment incurred in the lending portfolios, including any off-balance sheet exposures, at the balance sheet date. Management exercised judgment as to the timing of designating a loan as impaired, the amount of the allowance required, and the amount that would be recovered once the borrower defaulted. Changes in the amount that management expected to recover would have a direct impact on the provision for credit losses and may have resulted in a change in the allowance for credit losses. If there was no objective evidence of impairment for an individual loan, whether signifcant or not, the loan was included in a group of assets with similar credit risk characteristics and collectively assessed for impairment for losses incurred but not identifed. In calculating the probable range of allowance for incurred but not identifed credit losses, the Bank employed internally developed models that utilized parameters for PD, LGD, and EAD. Management’s judgment was used to determine the point within the range that was the best estimate of losses, based on an assessment of business and economic conditions, historical loss experience, loan portfolio composition, and other relevant indicators that were not fully incorporated into the model calculation. Changes in these assumptions would have a direct impact on the provision for credit losses and may have resulted in a change in the incurred but not identifed allowance for credit losses. N O T E 4 CURRENT AND FUTURE CHANGES IN ACCOUNTING POLICIES CURRENT CHANGES IN ACCOUNTING POLICIES The following new and amended standards have been adopted by the Bank. IBOR Reform and its Effects on Financial Reporting As a result of the effects of Interbank Offered Rates (IBOR) reform, on September 26, 2019, the IASB issued Interest Rate Benchmark Reform, Amendments to IFRS 9, IAS 39, and IFRS 7, of which the Bank adopted the applicable amendments to IFRS 7 relating to hedge accounting and will apply the remaining amendments related to IAS 39 as and when applicable to the Bank’s hedging relationships. The amendments provide temporary exceptions from applying specifc hedge accounting requirements to all hedging relationships directly affected by interest rate benchmark reform. Under the amendments, entities would apply hedge accounting requirements assuming that the interest rate benchmark is not altered, thereby enabling hedge accounting to continue during the period of uncertainty prior to the replacement of an existing interest rate benchmark with an alternative benchmark rate. The amendments also provide an exception from the requirement to discontinue hedge accounting if the actual results of the hedge do not meet the effectiveness requirements as a result of interest rate benchmark reform. Amendments were also made to IFRS 7 introducing additional disclosures related to amended IAS 39. Refer to Notes 2 and 11 for further details. Revenue from Contracts with Customers On November 1, 2018, the Bank adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15), which establishes the principles for recognizing revenue and cash fows arising from contracts with customers and prescribes the application of a fve-step recognition and measurement model. The standard excludes from its scope, revenue arising from items such as fnancial instruments, insurance contracts, and leases. The Bank adopted the standard on a modifed retrospective basis, recognizing the cumulative effect of initially applying the standard as an adjustment to opening retained earnings without restating comparative period fnancial information. The adoption of IFRS 15 resulted in a reduction to Shareholders’ Equity of $41 million related to certain expenses not eligible for deferral under IFRS 15. The presentation of certain revenue and expense items is changed due to IFRS 15 and reclassifed prospectively. These presentation changes are not signifcant and do not have an impact on net income. In addition to the above changes related to the adoption of IFRS 15, the Bank also changed its accounting policy on securities lending and borrowing transactions. Where securities are received or pledged as collateral, securities lending income and securities borrowing fees are recorded in Non-interest income and Non-interest expenses, respectively, on the Consolidated Statement of Income. This change has been applied retrospectively. Share-based Payment In June 2016, the IASB published amendments to IFRS 2, Share-based Payment (IFRS 2), which provide additional guidance on the classifcation and measurement of share-based payment transactions. The amendments clarify the accounting for cash-settled share-based payment transactions that include a performance condition, the classifcation of share-based payment transactions with net settlement features for withholding tax obligations, and the accounting for modifcations of share-based payment transactions from cash-settled to equity-settled. The amendments to IFRS 2 are effective for annual periods beginning on or after January 1, 2018, which was November 1, 2018 for the Bank. These amendments have been applied prospectively and did not have a signifcant impact on the Bank. FUTURE CHANGES IN 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. Leases In January 2016, the IASB issued IFRS 16, Leases (IFRS 16), which will replace IAS 17, Leases, introducing a single lessee accounting model for all leases by eliminating the distinction between operating and fnancing leases. IFRS 16 requires lessees to recognize right-of-use assets and lease liabilities for most leases on the balance sheet. Lessees will also recognize depreciation expense on the right-of-use asset, interest expense on the lease liability, and a shift in the timing of expense recognition in the statement of income. Short-term leases, which are defned as those that have a lease term of twelve months or less, and leases of low-value assets are exempt. Lessor accounting remains substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, which will be November 1, 2019 for the Bank. The Bank will adopt the new standard using the modifed 148 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS retrospective approach by recognizing the cumulative effect of the transitional impact in opening retained earnings within the Consolidated Balance Sheet at November 1, 2019, with no restatement of the comparative periods. The Bank’s IFRS 16 program is governed by a formal multi-functional enterprise-wide governance structure and project delivery plan. Additional processes and internal controls over fnancial reporting have also been developed. In adopting IFRS 16, the Bank will apply certain practical expedients as permitted by IFRS 16, including: using hindsight to determine the lease term where lease contracts contain options to extend or terminate a lease, measuring the right-of-use asset retrospectively on a selection of leases, not reassessing under IFRS 16, contracts that were previously identifed as leases under the previous accounting standards (IAS 17, Leases, and IFRIC 4, Determining whether an arrangement contains a lease), and applying the exemption for short-term leases to be expensed. The Bank’s real estate leases, previously classifed as operating leases, will be impacted the most by the adoption of IFRS 16. The Bank also leases certain equipment and other assets under similar payment terms. On November 1, 2019, the Bank estimates increases of $4.4 billion of new right-of-use assets, $5.5 billion of lease liabilities, and other balance sheet adjustments and reclassifcations of $0.6 billion. The decrease of retained earnings is approximately $0.5 billion after tax. Based on the current regulatory requirements, the expected impact to Common Equity Tier 1 (CET1) capital is a decrease of 24 basis points (bps). Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts (IFRS 17), which replaces the guidance in IFRS 4, Insurance Contracts and establishes principles for recognition, measurement, presentation, and disclosure of insurance contracts. IFRS 17 is currently effective for the Bank’s annual reporting period beginning November 1, 2021. In June 2019, the IASB issued an Exposure Draft which proposes targeted amendments to IFRS 17 including, amongst other matters, a deferral of the effective date by one year. It is expected that the IASB will fnalize the amendments to the standard in mid-2020. Any change to the Bank’s effective date is subject to updates of OSFI’s related Advisory. The Bank is currently in the fnal stages of its planning activities, which includes developing the project plan based on results from business impact assessments, reviewing resource requirements to support this approach, and monitoring the impact of IASB changes to the IFRS 17 standard. Uncertainty over Income Tax Treatments In June 2017, the IASB issued IFRIC Interpretation 23, Uncertainty over Income Tax Treatments, which clarifes application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. The interpretation is effective for annual periods beginning on or after January 1, 2019, which will be November 1, 2019 for the Bank. The interpretation can be applied using either full retrospective application or modifed retrospective application without restatement of comparatives and is not expected to have a signifcant impact on the Bank. Conceptual Framework for Financial Reporting In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Revised Conceptual Framework), which provides a set of concepts to assist the IASB in developing standards and to help preparers consistently apply accounting policies where specifc accounting standards do not exist. The framework is not an accounting standard and does not override the requirements that exist in other IFRS standards. The Revised Conceptual Framework describes that fnancial information must be relevant and faithfully represented to be useful, provides revised defnitions and recognition criteria for assets and liabilities, and confrms that different measurement bases are useful and permitted. The Revised Conceptual Framework is effective for annual periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, with early adoption permitted. The Bank is currently assessing the impact of adopting the revised framework. Business Combinations In October 2018, the IASB issued a narrow-scope amendment to IFRS 3, Business Combinations (IFRS 3). The amendments provide additional guidance on the defnition of a business which determines whether an acquisition is of a business or a group of assets. An acquirer recognizes goodwill only when acquiring a business, not when acquiring a group of assets. The amendments to IFRS 3 are effective for annual reporting periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, with early adoption permitted and is to be applied prospectively. The Bank will assess the impact of the amendments on future acquisitions. Presentation of Financial Statements and Accounting Policies, Changes in Accounting Estimates and Errors In October 2018, the IASB issued amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, which clarify the defnition of “material”. Specifcally, the amendments clarify that information is material if omitting, misstating, or obscuring it could reasonably be expected to infuence the decisions that the primary users of general purpose fnancial statements make on the basis of those fnancial statements. Accompanying explanations to the defnition have also been clarifed. The amendments are effective for annual periods beginning on or after January 1, 2020, which will be November 1, 2020 for the Bank, and are to be applied prospectively with early application permitted. The Bank is currently assessing the impact of adopting these amendments. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 149 N O T E 5 FAIR VALUE MEASUREMENTS Certain assets and liabilities, primarily fnancial instruments, are carried on the balance sheet at their fair value on a recurring basis. These fnancial instruments include trading loans and securities, non-trading fnancial assets at FVTPL, assets and liabilities designated at FVTPL, fnancial assets at FVOCI, derivatives, certain securities purchased under reverse repurchase agreements, certain deposits classifed 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 fnancial assets and fnancial liabilities are carried at amortized cost. 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 various valuation-related committees. Further, the Bank has a number of additional controls in place, including an independent price verifcation process to ensure the accuracy of fair value measurements reported in the fnancial statements. The sources used for independent pricing comply with the standards set out in the approved valuation- related policies, which include 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 fow models may be used, which maximize the use of observable inputs such as government bond 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-specifc valuation model to value these securities. Observable market inputs to the model include to-be-announced 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. The fair value of residential mortgage-backed securities (MBS) is based on broker quotes, third-party vendor prices, or other valuation techniques, such as the use of option-adjusted spread 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 is based on broker quotes, third-party vendor prices, or other valuation techniques, such as discounted cash fow techniques. Market inputs used in the other valuation techniques or underlying third-party vendor prices or broker quotes include benchmark and government bond 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 techniques, including discounted cash fow 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 valuation adjustment is recognized against available prices to refect 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 classifed as trading securities and are initially recognized at their relative fair market value. Subsequently, the fair value of retained interests recognized by the Bank is determined by estimating the present value of future expected cash fows. Differences between the actual cash fows and the Bank’s estimate of future cash fows are recognized in income. These assumptions are subject to periodic review and may change due to signifcant changes in the economic environment. Loans The estimated fair value of loans carried at amortized cost refects changes in market price that have occurred since the loans were originated or purchased. For fxed-rate performing loans, estimated fair value is determined by discounting the expected future cash fows related to these loans at current market interest rates for loans with similar credit risks. For foating-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. The fair value of loans carried at FVTPL, which includes trading loans and loans designated at FVTPL, 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. The fair value of loans carried at FVOCI is assumed to approximate amortized cost as they are generally foating rate performing loans that are short term in nature. 150 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Commodities The fair value of commodities is based on quoted prices in active markets, where available. The Bank also transacts commodity derivative contracts which can be traded on an exchange or in OTC markets. Derivative Financial Instruments The fair value of exchange-traded derivative fnancial instruments is based on quoted market prices. The fair value of OTC derivative fnancial instruments is estimated using well established valuation techniques, such as discounted cash fow 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 specifc 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 fulfl 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. The fair value of a derivative is partly a function of collateralization. The Bank uses the relevant overnight index swap curve to discount the cash fows for collateralized derivatives as most collateral is posted in cash and can be funded at the overnight rate. A funding valuation adjustment (FVA) is recognized against the model value of OTC derivatives to recognize the market implied funding costs and benefts considered in the pricing and fair valuation of uncollateralized derivatives. Some of the key drivers of FVA include the market implied funding spread and the expected average exposure by counterparty. The Bank will continue to monitor industry practice on valuation adjustments and may refne the methodology as market practices evolve. Deposits The estimated fair value of term deposits is determined by discounting the contractual cash fows using interest rates currently offered for deposits with similar terms. For deposits with no defned 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 and deposits designated at FVTPL, which is included in fnancial liabilities designated at FVTPL, fair value is determined using discounted cash fow 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 fnancial 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) curves and MBS curves. 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 and bonds purchased or sold with an agreement to sell or repurchase them at a later date at a fxed price are carried at fair value. The fair value of these agreements is based on valuation techniques such as discounted cash fow 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. Portfolio Exception IFRS 13, Fair Value Measurement provides a measurement exception that allows an entity to determine the fair value of a group of fnancial 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 fnancial assets and fnancial 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 fnancial assets and fnancial liabilities. Fair Value of Assets and Liabilities not carried at Fair Value The fair value of assets and liabilities subsequently not carried at fair value include most loans, most deposits, certain securitization liabilities, most securities purchased under reverse repurchase agreements, most obligations relating to securities sold under 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 foating rate fnancial instruments and are generally short term in nature: cash and due from banks, interest-bearing deposits with banks, securities purchased under reverse repurchase agreements, customers’ liability under acceptances, amounts receivable from brokers, dealers, and clients, other assets, acceptances, obligations related to securities sold under repurchase agreements, amounts payable to brokers, dealers, and clients, and other liabilities. Carrying Value and Fair Value of Financial Instruments not carried at Fair Value The fair values in the following table exclude assets that are not fnancial instruments, such as land, buildings and equipment, as well as goodwill and other intangible assets, including customer relationships, which are of signifcant value to the Bank. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 151 Financial Assets and Liabilities not carried at Fair Value1 (millions of Canadian dollars) FINANCIAL ASSETS Debt securities at amortized cost, net of allowance for credit losses Government and government-related securities Other debt securities Total debt securities at amortized cost, net of allowance for credit losses Total loans, net of allowance for loan losses Total fnancial assets not carried at fair value FINANCIAL LIABILITIES Deposits Securitization liabilities at amortized cost Subordinated notes and debentures Total fnancial liabilities not carried at fair value 1 This table excludes financial assets and liabilities where the carrying amount is a reasonable approximation of fair value. October 31, 2019 October 31, 2018 Carrying value Fair value Carrying value Fair value As at $ 78,275 52,222 130,497 684,608 $ 815,105 $ 78,374 52,370 130,744 688,154 $ 818,898 $ 60,535 46,636 107,171 646,393 $ 753,564 $ 59,948 46,316 106,264 642,542 $ 748,806 $ 886,977 14,086 10,725 $ 911,788 $ 892,597 14,258 11,323 $ 918,178 $ 851,439 14,683 8,740 $ 874,862 $ 846,148 14,654 9,027 $ 869,829 Fair Value Hierarchy IFRS requires disclosure of a three-level hierarchy for fair value measurements based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defned as follows: Level 1: Fair value is based on quoted market prices for identical assets or liabilities that are traded in an active exchange market or highly liquid and 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. Level 3: Fair value is based on non-observable inputs that are supported by little or no market activity and that are signifcant to the fair value of the assets or liabilities. Financial instruments classifed within Level 3 of the fair value hierarchy are initially recognized 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 fow methodologies, or similar techniques. The following table presents the levels within the fair value hierarchy for each of the assets and liabilities measured at fair value on a recurring basis as at October 31. 152 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (millions of Canadian dollars) Level 1 Level 2 October 31, 2019 Total1 Level 3 Level 1 Level 2 As at October 31, 2018 Total1 Level 3 FINANCIAL ASSETS AND COMMODITIES Trading loans, securities, and other2 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 Non-trading fnancial assets at fair value through proft or loss Securities Loans Derivatives Interest rate contracts Foreign exchange contracts Credit contracts Equity contracts Commodity contracts Financial assets designated at fair value through proft or loss Securities2 Financial assets at fair value through other comprehensive income 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 Loans 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 Financial liabilities designated at fair value through proft or loss Obligations related to securities sold short2 Obligations related to securities sold under repurchase agreements $ $ 395 $ 10,521 8,510 19,133 4,132 1,746 – – – – $ – 8 – – – $ 10,916 8,518 19,133 4,132 1,746 127 $ 14,335 7,535 19,732 3,324 2,029 – – – – $ – 3 – – – $ 14,462 7,538 19,732 3,324 2,029 – – 5,129 13,547 3 1 5,132 13,548 – – 5,630 14,459 1 16 5,631 14,475 56,058 57 – 13,761 – 70,271 61 – 12,482 437 19 75,717 – – – – – 12 56,119 57 12,482 14,198 19 146,000 43,699 33 – 5,540 – 49,399 53 26 10,990 340 25 78,478 – – – – – 20 43,752 59 10,990 5,880 25 127,897 229 – 229 22 24 – 1 266 313 – – – – – – – – – – 3,985 1,791 5,776 14,794 30,623 16 1,298 1,246 47,977 4,040 4,040 9,663 12,927 40,737 14,407 5,437 15,888 247 7,810 493 5 498 – 3 – 589 12 604 – – – – – – – – – 24 4,707 1,796 6,503 14,816 30,650 16 1,888 1,524 48,894 4,040 4,040 9,663 12,927 40,737 14,407 5,437 15,888 247 7,834 176 – 176 33 24 – – 144 201 2,095 1,317 3,412 12,365 39,647 9 3,170 1,112 56,303 408 19 427 – 4 – 453 35 492 2,679 1,336 4,015 12,398 39,675 9 3,623 1,291 56,996 – – – – – – – – – – 3,618 3,618 – – 3,618 3,618 12,731 9,507 45,766 19,896 6,633 21,407 472 8,483 – – – 200 – 562 – 24 12,731 9,507 45,766 20,096 6,633 21,969 472 8,507 89 198 – 287 – 2 – 2,124 109,242 4,843 1,507 44 – 1,575 – 1,598 242 2,124 111,104 4,843 309 235 – 544 – 3 – 2,745 127,643 3,920 1,492 135 – 2,413 – 1,804 370 2,745 130,600 3,920 – 22,793 4,092 26,885 – 111,680 3,024 114,704 19 21 – – 266 306 – 14,404 29,374 420 2,877 1,040 48,115 13,058 83 4 – 1,514 29 1,630 – 14,506 29,399 420 4,391 1,335 50,051 13,058 24 18 – – 134 176 – 9,646 34,897 386 1,319 695 46,943 12,618 63 3 – 1,077 8 1,151 – 9,733 34,918 386 2,396 837 48,270 12,618 – 878 105,110 28,778 21 – 105,131 29,656 – 1,142 2 38,336 14 – 16 39,478 – 2,973 – 2,973 – 3,797 – 3,797 1 Fair value is the same as carrying value. 2 Balances reflect the reduction of securities owned (long positions) by the amount of identical securities sold but not yet purchased (short positions). TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 153 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 suffcient frequency and volume in an active market. • Transfers from Level 2 to Level 3 occur when an instrument’s fair value, which was previously determined using valuation techniques with signifcant observable market inputs, is now determined using valuation techniques with signifcant non-observable inputs. There were no signifcant transfers between Level 1 and Level 2 during the year ended October 31, 2019. During the year ended October 31, 2018, the Bank transferred $20 million in securities from Non-trading fnancial assets at FVTPL from Level 1 to Level 2. Movements of Level 3 instruments Signifcant 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 signifcant observable market inputs or broker-dealer quotes which were previously not observable. Due to the unobservable nature of the inputs used to value Level 3 fnancial 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 judgment. The following tables reconcile changes in fair value of all assets and liabilities measured at fair value using signifcant Level 3 non-observable inputs for the years ended October 31. Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities (millions of Canadian dollars) Total realized and unrealized gains (losses) Movements Transfers Fair value as at November 1 2018 Included in income1 Included in OCI2,3 Purchases/ Issuances Sales/ Settlements4 Into Level 3 Out of Level 3 Change in unrealized gain (losses) on instruments still held5 Fair value as at October 31 2019 FINANCIAL ASSETS Trading loans, securities, and other Government and government-related securities Canadian government debt Provinces Other debt securities Canadian issuers Other issuers Non-trading fnancial assets at fair value through proft or loss Securities Loans Financial assets at fair value through other comprehensive income Government and government-related securities Other OECD government guaranteed debt Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares FINANCIAL LIABILITIES Trading deposits6 Derivatives7 Interest rate contracts Foreign exchange contracts Equity contracts Commodity contracts Financial liabilities designated at fair value through proft or loss Obligations related to securities sold short $ 3 $ 1 16 20 408 19 427 200 562 24 – – 1 1 97 4 101 24 – – – – – – – – – – – $ – $ – $ (50) $ 55 $ – $ 8 $ 1 2 3 (2) (24) (76) 4 20 79 (1) (14) (15) – – – – 20 1 21 – – – 3 1 12 493 5 498 – – 24 – – – – – – – – – – (562) – 317 5 322 (329) (23) (352) (224) – – – – – 31 1 32 1,492 135 $ 2,413 – – $ 24 (3) (16) $ (19) $ (13) (75) $ (312) – – $ – – (1) 1,507 44 $ (563) $ 1,575 (4) (23) (27) $ $ (3,024) $ (380) $ – $ (2,030) $ 1,342 $ – $ – $ (4,092) $ (243) (63) 1 (624) 27 (659) (14) – (22) – (472) (33) (527) 104 – – – – – – – – – – (127) – (127) (187) 1 6 – 298 (11) 293 76 – (4) (5) – – (9) – – – 3 – – 3 – (1) (83) (1) (925) (17) (1,026) (32) (1) (460) (20) (513) (21) – 65 – 1 Gains (losses) on financial assets and liabilities are recognized within Non-interest 5 Changes in unrealized gains (losses) on financial assets at FVOCI are recognized income on the Consolidated Statement of Income. in AOCI. 2 Other comprehensive income. 3 Includes realized gains/losses transferred to retained earnings on disposal of 6 Issuances and repurchases of trading deposits are reported on a gross basis. 7 As at October 31, 2019, consists of derivative assets of $0.6 billion equities designated at FVOCI. Refer to Note 7 for further details. 4 Includes foreign exchange. (November 1, 2018 – $0.5 billion) and derivative liabilities of $1.6 billion (November 1, 2018 – $1.2 billion), which have been netted on this table for presentation purposes only. 154 TD BANK GROU P AN NUAL REPO RT 20 19 FINAN CIAL RES ULTS Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities1 (millions of Canadian dollars) Total realized and unrealized gains (losses) Movements Transfers Fair value as at November 1 2017 Included in income2 Included in OCI3 Purchases/ Issuances Sales/ Settlements4 Into Level 3 Out of Level 3 Change in unrealized gain (losses) on instruments still held5 Fair value as at October 31 2018 FINANCIAL ASSETS Trading loans, securities, and other Government and government-related securities Canadian government debt Provinces Other debt securities Canadian issuers Other issuers Non-trading fnancial assets at fair value through proft or loss Securities Loans Financial assets at fair value through other comprehensive income Government and government-related securities Other OECD government guaranteed debt Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares FINANCIAL LIABILITIES Trading deposits6 Derivatives7 Interest rate contracts Foreign exchange contracts Equity contracts Commodity contracts Financial liabilities designated at fair value through proft or loss Obligations related to securities sold short $ – $ – $ – $ 1 $ – $ 2 $ – $ 3 $ – 6 8 14 305 15 320 203 553 95 1,469 108 $ 2,428 – (5) (5) 60 (4) 56 15 – 12 – – $ 27 – – – – 46 47 – – – (18) (2) 2 (5) 27 $ 4 $ 54 8 62 – – – 23 – 23 $ (4) (31) (35) (11) – (11) – 11 (85) 5 – (69) 1 172 175 (2) (174) (176) 1 16 20 (1) (2) (3) – – – – – – – – – $ – – – – – – 408 19 427 200 562 24 51 (4) 47 (18) (2) 2 1,492 – – 135 – $ 2,413 (7) 26 $ 1 $ $ (2,521) $ 78 $ – $ (1,729) $ 1,128 $ (46) $ 66 $ (3,024) $ 122 (70) 1 (893) 2 (960) (7) – 10 – 131 43 184 (14) – – – – – – – – – – (121) – (121) (117) – (3) 1 260 (18) 240 124 4 – – – – – – (4) – (1) (1) – (2) – – (63) 1 (624) 27 (659) (14) – 6 3 125 26 160 (11) – 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. The presentation of Financial Liabilities has also been revised to conform with the current period presentation. 2 Gains (losses) on financial assets and liabilities are recognized within Non-interest income on the Consolidated Statement of Income. 3 Includes realized gains/losses transferred to retained earnings on disposal of equities designated at FVOCI. Refer to Note 7 for further details. 4 Includes foreign exchange. 5 Changes in unrealized gains (losses) on financial assets at FVOCI are recognized in AOCI. 6 Issuances and repurchases of trading deposits are reported on a gross basis. 7 As at October 31, 2018, consists of derivative assets of $0.5 billion (November 1, 2017 – $0.9 billion) and derivative liabilities of $1.2 billion (November 1, 2017 – $1.9 billion), which have been netted on this table for presentation purposes only. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 155 VALUATION OF ASSETS AND LIABILITIES CLASSIFIED AS LEVEL 3 Significant unobservable inputs in Level 3 positions The following section discusses the signifcant unobservable inputs for Level 3 positions and assesses the potential effect that a change in each unobservable input may have on the fair value measurement. Price Equivalent Certain fnancial 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. For debt securities, the price equivalent is expressed in ‘points’, and represents a percentage of the par amount, and prices at the lower end of the range are generally a result of securities that are written down. For equity securities, the price equivalent is based on a percentage of a proxy price. There may be wide ranges depending on the liquidity of the securities. New issuances of debt and equity securities are priced at 100% of the issue price. 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 signifcant unobservable input required to value loan commitments issued by the Bank. The funding ratio represents an estimate of the 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 fxed/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 signifcant inputs used when valuing certain equity securities and certain retained interests. 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 fow forecasts to refect time value of money and the risks associated with the cash fows. 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-specifc foreign exchange spot and currency-specifc 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. Inflation Rate Swap Curve The fair value of infation rate swap contracts is a swap between the interest rate curve and the infation index. The infation rate swap spread is not observable and is determined using proxy inputs such as infation index rates and Consumer Price Index (CPI) bond yields. Generally, swap curves are observable; however, there may be instances where certain specifc swap curves are not observable. Net Asset Value The fair value of certain private funds are based on the net asset value determined by the fund managers based on valuation methodologies, as there are no observable prices for these instruments. 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 classifed as Level 3, together with the valuation techniques used to measure fair value, the signifcant 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. 156 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Valuation Techniques and Inputs Used in the Fair Value Measurement of Level 3 Assets and Liabilities Valuation technique Signifcant unobservable inputs (Level 3) Government and government- related securities Market comparable Bond price equivalent Other debt securities Market comparable Bond price equivalent Equity securities1 Market comparable Discounted cash fow EBITDA multiple Market comparable New issue price Discount rate Earnings multiple Price equivalent Non-trading fnancial assets at fair value through proft or loss Derivatives Interest rate contracts Market comparable Discounted cash fow EBITDA multiple Market comparable Price-based New issue price Discount rates Earnings multiple Liquidity Discount Net Asset Value2 Swaption model Discounted cash fow Option model Currency-specifc volatility Infation rate swap curve Funding ratio Foreign exchange contracts Option model Currency-specifc volatility Equity contracts Option model Commodity contracts Option model Market comparable Trading deposits Option model Swaption model Price correlation Quanto correlation Dividend yield Equity volatility New issue price Quanto correlation Swaption correlation Price correlation Quanto correlation Dividend yield Equity volatility Currency-specifc volatility October 31, 2019 October 31, 2018 As at Lower range Upper range Lower range Upper range Unit 101 – 100 9 3.5 79 100 8 1.1 – n/a 27 1 60 4 (19) 10 – 7 100 (66) 44 (19) (43) – 7 25 158 113 100 9 3.5 80 100 20 6.7 – n/a 325 2 75 12 97 68 8 124 100 (46) 56 97 68 16 96 325 76 – n/a 6 5.0 84 100 8 0.3 50 n/a 15 1 65 7 1 (65) – 10 100 (66) n/a 1 (85) – 8 15 172 points 104 points n/a 9 20.5 117 % % times % 100 40 5.3 50 n/a 346 2 75 14 96 68 8 105 100 (46) n/a 96 68 13 131 346 % % times % % % % % % % % % % % % % % % % % % Financial liabilities designated at fair value through proft or loss Option model Funding ratio 2 70 2 70 1 As at October 31, 2019, common shares exclude the fair value of Federal Reserve 2 Net asset value information for private funds has not been disclosed due to the stock and Federal Home Loan Bank stock of $1.5 billion (October 31, 2018 – $1.4 billion) 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. wide range in prices for these instruments. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 157 The following table summarizes the potential effect of using reasonably possible alternative assumptions for fnancial assets and fnancial liabilities held, that are classifed in Level 3 of the fair value hierarchy as at October 31. For interest rate derivatives, the Bank performed a sensitivity analysis on the unobservable implied volatility. For equity derivatives, the sensitivity was calculated by using reasonably possible alternative assumptions by shocking dividends, correlation, or the price and volatility of the underlying equity instrument. For equity securities at FVOCI, the sensitivity was calculated based on an upward and downward shock of the fair value reported. 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 Non-trading fnancial assets at fair value through proft or loss Securities Loans Derivatives Equity contracts Commodity contracts Financial assets at fair value through other comprehensive income Other debt securities Asset-backed securities Corporate and other debt Equity securities Common shares Preferred shares FINANCIAL LIABILITIES Trading deposits Derivatives Interest rate contracts Equity contracts Financial liabilities designated at fair value through proft or loss Total October 31, 2019 Impact to net assets As at October 31, 2018 Impact to net assets Decrease in fair value Increase in fair value Decrease in fair value Increase in fair value $ 49 1 50 $ 23 1 24 $ 46 2 48 14 – 14 – 2 6 10 18 17 – 17 – 2 3 4 9 23 32 20 41 61 2 $ 168 14 35 49 2 $ 133 16 1 17 40 2 4 26 72 18 15 45 60 2 $ 217 $ 26 2 28 21 1 22 40 2 2 7 51 26 12 36 48 2 $ 177 The best evidence of a fnancial instrument’s fair value at initial recognition 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 modifcation or repackaging) or based on a valuation technique whose variables include only data from observable markets. Consequently, the difference between the fair value using other observable current market transactions or a valuation technique using observable inputs 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 with signifcant non-observable inputs is not recognized in income until the signifcant 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 transaction price and the amount determined using valuation techniques with signifcant non-observable inputs at initial recognition. (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 2019 $ 14 38 (37) $ 15 2018 $ 19 25 (30) $ 14 158 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS FINANCIAL ASSETS DESIGNATED AT FAIR VALUE Securities Designated at Fair Value through Profit or Loss Certain securities supporting insurance reserves within the Bank’s insurance underwriting subsidiaries have been designated at FVTPL to eliminate or signifcantly reduce an accounting mismatch. The actuarial valuation of the insurance reserve is measured using a discount factor which is based on the yield of the supporting invested assets, which includes the securities designated at FVTPL, with changes in the discount factor being recognized on the Consolidated Statement of Income. The unrealized gains or losses on securities designated at FVTPL are recognized on the Consolidated Statement of Income in the same period as gains or losses resulting from changes to the discount rate used to value the insurance liabilities. Fair Value Hierarchy for Assets and Liabilities not carried at Fair Value1 (millions of Canadian dollars) In addition, certain debt securities have been designated at FVTPL as they are economically hedged with derivatives and the designation eliminates or signifcantly reduces an accounting mismatch. The derivatives are carried at fair value, with the change in fair value recognized in non-interest income. 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 fnancial assets and liabilities not carried at fair value as at October 31, but for which fair value is disclosed. October 31, 2019 As at October 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ASSETS Debt securities at amortized cost, net of allowance for credit losses Government and government-related securities Other debt securities Total debt securities at amortized cost, net of allowance for credit losses Total loans, net of allowance for loan losses Total assets with fair value disclosures LIABILITIES Deposits Securitization liabilities at amortized cost Subordinated notes and debentures Total liabilities with fair value disclosures $ 169 – $ 78,195 $ 52,368 10 $ 78,374 52,370 2 $ 119 – $ 59,828 43,826 $ 1 $ 59,948 46,316 2,490 169 – $ 169 130,563 221,405 130,744 12 688,154 466,749 $ 351,968 $ 466,761 $ 818,898 119 – $ 119 103,654 208,794 $ 312,448 2,491 433,748 106,264 642,542 $ 436,239 $ 748,806 $ $ – – – – $ 892,597 $ 14,258 11,323 $ 918,178 $ – $ 892,597 14,258 – – 11,323 – $ 918,178 $ $ – – – – $ 846,148 14,654 9,027 $ 869,829 $ $ – $ 846,148 14,654 – – 9,027 – $ 869,829 1 This table excludes financial assets and liabilities where the carrying amount is a reasonable approximation of fair value. N O T E 6 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 OTC 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 specifes the general terms of the agreement between the counterparties, including information on the basis of the netting calculation, types of collateral, and the defnition 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 transactions 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. 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 Note 16 in Accounts receivable and other items, and in Note 18 in Accounts payable, accrued expenses, and other items. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 159 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 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 fnancial assets and liabilities which are subject to enforceable master netting agreements and similar arrangements, including amounts not otherwise set off in the Consolidated Balance Sheet, as well as fnancial collateral received to mitigate credit exposures for these fnancial assets and liabilities. The gross fnancial assets and liabilities are reconciled to the net amounts presented within the associated line in the Consolidated Balance Sheet, after giving effect to transactions with the same counterparties that have been offset in the Consolidated Balance Sheet. Related amounts and collateral received that are not offset on the Consolidated Balance Sheet, but are otherwise subject to the same enforceable netting agreements and similar arrangements, are then presented to arrive at a net amount. Offsetting Financial Assets and Financial Liabilities (millions of Canadian dollars) As at October 31, 2019 Amounts subject to an enforceable master netting arrangement or similar agreement that are not offset in the Consolidated Balance Sheet1,2 Gross amounts of recognized fnancial instruments before balance sheet netting Gross amounts of recognized fnancial instruments offset in the Consolidated Balance Sheet Net amount of fnancial 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 $ 55,973 $ 7,079 $ 48,894 $ 32,664 $ 8,840 $ 7,390 180,054 236,027 14,119 21,198 165,935 214,829 57,130 7,079 50,051 139,975 $ 197,105 14,119 $ 21,198 125,856 $ 175,907 14,430 47,094 32,664 14,430 $ 47,094 141,903 150,743 9,602 16,992 17,387 110,995 $ 128,382 – 431 431 $ October 31, 2018 $ 59,661 $ 2,665 $ 56,996 $ 34,205 $ 11,678 $ 11,113 157,832 217,493 30,453 33,118 127,379 184,375 50,935 2,665 48,270 123,842 $ 174,777 30,453 $ 33,118 93,389 $ 141,659 7,452 41,657 34,205 7,452 $ 41,657 119,797 131,475 130 11,243 12,127 1,938 85,793 $ 97 ,920 144 $ 2,082 1 Excess collateral as a result of overcollateralization has not been reflected 2 Includes amounts where the contractual set-off rights are subject to uncertainty in the table. under the laws of the relevant jurisdiction. 160 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS N O T E 7 SECURITIES 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) 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 Financial assets designated at fair value through proft or loss Government and government-related securities Canadian government debt Federal Provinces U.S. federal, state, municipal governments, and agencies debt Other OECD government-guaranteed debt Other debt securities Canadian issuers Other issuers Total fnancial assets designated at fair value through proft or loss Securities at fair value through other comprehensive income 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 Total securities at fair value through other comprehensive income 1 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities1 With no Over 5 specifc years maturity years to Over 10 10 years Total Total As at October 31 2019 October 31 2018 $ 4,159 $ 3,212 $ 1,219 $ 1,519 $ 807 $ 1,979 2,417 1,202 474 24 10,255 694 3,010 3,704 982 8,140 794 676 – 13,804 1,177 5,926 7,103 1,017 3,105 961 453 50 6,805 1,412 2,909 4,321 1,381 2,085 868 – 69 5,922 1,190 1,273 2,463 3,159 3,386 307 – – 7,659 659 430 1,089 – $ 10,916 $ 14, 462 7,538 – 19,732 – 3,324 – 8,518 19,133 4,132 – – – – – – 1,603 143 44,445 5,132 13,548 18,680 1,946 83 47,085 5,631 14,475 20,106 – – – – – – – 3 – – – 8 – – – 8 56,119 57 56,119 – – 57 – 56,176 56,176 19 – – 43,752 59 43,811 25 $ 13,959 $ 20,910 $ 11,134 $ 8,393 $ 8,748 $ 56,176 $ 119,320 $ 111,027 – $ – $ $ 148 $ 143 – 697 988 – $ 6 67 9 82 107 – 88 195 24 200 224 564 285 849 764 239 1,003 33 – – 33 529 15 544 16 $ 99 – – 115 – $ – – – – 164 $ 388 67 794 1,413 7 – 7 – – – 1,888 739 2,627 45 454 127 771 1,397 1,609 612 2,221 $ 1,212 $ 931 $ 1,198 $ 577 $ 122 $ – $ 4,040 $ 3,618 $ 4,165 $ 4,104 $ 283 $ 607 $ 1,168 7,798 5,162 907 19,200 61 – 1,021 1,082 – – – 2,255 19,533 8,524 4,370 38,786 4,188 – 4,016 8,204 – – – 2,199 3,188 250 160 6,080 4,490 – 895 5,385 – – – 7,091 3,002 471 – 11,171 2,490 – 1,879 4,369 – – – 504 $ 214 7,216 – – 7,934 4,659 247 23 4,929 – – – 1,598 242 1,840 – $ 9,663 $ 12,731 – 9,507 45,766 – 20,096 – 6,633 – 94,733 – 12,927 40,737 14,407 5,437 83,171 – – – – 15,888 247 7,834 23,969 1,598 242 1,840 21,969 472 8,507 30,948 1,804 370 2,174 $ 20,282 $ 46,990 $ 11,465 $ 15,540 $ 12,863 $ 1,840 $ 108,980 $ 127,855 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 161 Securities Maturity Schedule (continued) (millions of Canadian dollars) Debt securities at amortized cost, net of allowance for credit losses Government and government-related securities Canadian government debt Federal Provinces 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 Canadian issuers Other issuers Total debt securities at amortized cost, net of allowance for credit losses Total securities Within 1 year Over 1 year to 3 years Over 3 years to 5 years Remaining terms to maturities1 With no Over 5 specifc years maturity years to Over 10 10 years Total Total As at October 31 2019 October 31 2018 515 $ 435 $ 1,957 $ $ 992 $ – 1,365 7,161 9,518 11 – – 1,649 1,660 40 3,744 10,138 14,437 5,053 – – 2,454 7,507 872 $ 766 9,286 9,512 20,436 1,243 12,173 1,208 15,059 8,950 – – 2,601 11,551 4,049 – 99 418 4,566 222 16,646 – 18,825 10,700 16,236 – 2 26,938 – $ 4,771 $ 4,922 782 – 29,148 – 25,683 – 60,535 – 2,271 43,214 28,019 78,275 – – – – – 28,763 16,236 99 7,124 52,222 23,709 15,867 – 7,060 46,636 11,178 – $ 46,631 $ 90,775 $ 55,784 $ 44,135 $ 67,496 $ 58,016 31,987 19,625 45,763 21,944 130,497 107,171 $ 362,837 $ 349,671 1 Represents contractual maturities. Actual maturities may differ due to prepayment privileges in the applicable contract. Unrealized Securities Gains (Losses) The following table summarizes the unrealized gains and losses as at October 31. Unrealized Securities Gains (Losses) for Securities at Fair Value Through Other Comprehensive Income (millions of Canadian dollars) October 31, 2019 As at October 31, 2018 Cost/ Gross amortized unrealized unrealized (losses) Gross gains cost1 Cost/ Gross Fair amortized unrealized unrealized (losses) Gross cost1 gains value Fair value $ $ 9,603 12,890 40,703 14,394 5,407 82,997 15,890 247 7,832 23,969 106,966 1,594 302 1,896 $ 62 77 86 21 31 277 29 – 27 56 333 31 4 35 (2) $ 9,663 $ 12,740 9,443 45,857 20,034 6,575 94,649 12,927 40,737 14,407 5,437 83,171 (40) (52) (8) (1) (103) (31) – (25) (56) 15,888 247 7,834 23,969 (159) 107,140 21,901 471 8,534 30,906 125,555 (27) (64) (91) 1,598 242 1,840 1,725 376 2,101 $ 38 75 265 65 59 502 $ (47) $ 12,731 9,507 (11) 45,766 (356) 20,096 (3) 6,633 (1) 94,733 (418) 87 1 31 119 621 118 20 138 (19) – (58) (77) 21,969 472 8,507 30,948 (495) 125,681 (39) (26) (65) 1,804 370 2,174 $ 108,862 $ 368 $ (250) $ 108,980 $ 127,656 $ 759 $ (560) $ 127,855 Securities at Fair Value Through Other Comprehensive Income 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 Total debt securities Equity securities Common shares Preferred shares Total securities at fair value through other comprehensive income 1 Includes the foreign exchange translation of amortized cost balances at the period-end spot rate. 162 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Equity Securities Designated at Fair Value Through Other Comprehensive Income The Bank designated certain equity securities shown in the following table as equity securities at FVOCI. The designation was made because the investments are held for purposes other than trading. Equity Securities Designated at Fair Value Through Other Comprehensive Income (millions of Canadian dollars) As at Common shares Preferred shares Total October 31, 2019 October 31, 2018 October 31, 2019 $ 1,598 242 $ 1,840 Fair value $ 1,804 370 $ 2,174 $ 64 15 $ 79 For the year ended October 31, 2018 Dividend income recognized $ 71 16 $ 87 The Bank disposed of certain equity securities in line with the Bank’s investment strategy with a fair value of $323 million during the year ended October 31, 2019 (October 31, 2018 – $22 million). The Bank realized a cumulative gain (loss) of $68 million during the year ended October 31, 2019 (October 31, 2018 – $2 million), on disposal of these equity securities and recognized dividend income of $3 million during the year ended October 31, 2019 (October 31, 2018 – nil). Credit Quality of Debt Securities The Bank evaluates non-retail credit risk on an individual borrower basis, using both a BRR and FRR, as detailed in the shaded area of the “Managing Risk” section of the 2019 MD&A. This system is used to assess all non-retail exposures, including debt securities. The following table provides the gross carrying amounts of debt securities measured at amortized cost and debt securities at FVOCI by internal risk ratings for credit risk management purposes, presenting separately those debt securities that are subject to Stage 1, Stage 2, and Stage 3 allowances. For the year ended October 31 2019 October 31 2018 $ 49 $ 76 29 $ 78 35 $ 111 Net Securities Gains (Losses) (millions of Canadian dollars) Debt securities at amortized cost Net realized gains (losses) Debt securities at fair value through other comprehensive income Net realized gains (losses) Total Debt Securities by Risk Ratings (millions of Canadian dollars) Debt securities Investment grade Non-Investment grade Watch and classifed Default Total debt securities Allowance for credit losses on debt securities at amortized cost Debt securities, net of allowance Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total October 31, 2019 As at October 31, 2018 $ 235,475 2,109 n/a n/a 237,584 $ – 54 – n/a 54 $ n/a $ 235,475 $ 230,488 2,140 2,163 n/a – n/a – 232,628 237,638 n/a n/a – – 1 $ 237,583 – $ 54 – 1 – $ 237,637 1 $ 232,627 $ $ – 54 11 n/a 65 4 $ 61 $ n/a $ 230,488 2,194 11 234 232,927 n/a n/a 234 234 70 75 $ 164 $ 232,852 As at October 31, 2019, the allowance for credit losses on debt securities was $4 million (October 31, 2018 – $80 million), comprised of $1 million (October 31, 2018 – $75 million) for debt securities at amortized cost (DSAC) and $3 million (October 31, 2018 – $5 million) for debt securities at FVOCI. For the year ended October 31, 2019, the Bank reported a provision (recovery) for credit losses of $1 million (October 31, 2018 – provision (recovery) of credit losses of $(2) million) on DSAC. For the year ended October 31, 2019, the Bank reported a provision (recovery) of credit losses of $(2) million (October 31, 2018 – provision (recovery) for credit losses of $10 million) on debt securities at FVOCI. The difference between probability-weighted ECL and base ECL on debt securities at FVOCI and at amortized cost as at both October 31, 2019 and October 31, 2018, was insignifcant. Refer to Note 3 for further details. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 163 N O T E 8 LOANS, IMPAIRED LOANS, AND ALLOWANCE FOR CREDIT LOSSES Credit Quality of Loans In the retail portfolio, including individuals and small businesses, the Bank manages exposures on a pooled basis, using predictive credit scoring techniques. For non-retail exposures, each borrower is assigned a BRR that refects the PD of the borrower using proprietary industry and sector-specifc risk models and expert judgment. Refer to the shaded areas of the “Managing Risk” section of the 2019 MD&A for further details, as well as the mapping of PD ranges to risk levels for retail exposures and the Bank’s 21-point BRR scale to risk levels and external ratings for non-retail exposures. The following tables provide the gross carrying amounts of loans and credit risk exposures on loan commitments and fnancial guarantee contracts by internal risk ratings for credit risk management purposes, presenting separately those that are subject to Stage 1, Stage 2, and Stage 3 allowances. Loans by Risk Ratings1 (millions of Canadian dollars) Residential mortgages2,3,4 Low Risk Normal Risk Medium Risk High Risk Default Total Allowance for loan losses Loans, net of allowance Consumer instalment and other personal5 Low Risk Normal Risk Medium Risk High Risk Default Total Allowance for loan losses Loans, net of allowance Credit card Low Risk Normal Risk Medium Risk High Risk Default Total Allowance for loan losses Loans, net of allowance Business and government2,3,4,6 Investment grade or Low/Normal Risk Non-Investment grade or Medium Risk Watch and classifed or High Risk Default Total Allowance for loan losses Loans, net of allowance Total loans6,7 Total Allowance for loan losses7 Total loans, net of allowance6,7 Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total October 31, 2019 As at October 31, 2018 $ $ 181,748 43,988 5,817 964 n/a 232,517 28 232,489 92,601 46,878 27,576 6,971 n/a 174,026 690 173,336 7,188 10,807 11,218 4,798 n/a 34,011 732 33,279 77 248 433 1,454 n/a 2,212 26 2,186 953 973 879 2,435 n/a 5,240 384 4,856 48 82 275 1,670 n/a 2,075 521 1,554 120,940 119,256 951 n/a 241,147 672 240,475 681,701 2,122 $ 679,579 153 5,298 4,649 n/a 10,100 648 9,452 19,627 1,579 $ 18,048 $ $ n/a $ 181,825 $ 168,690 47,821 44,236 5,106 6,250 892 2,784 545 n/a 222,509 235,640 24 110 222,485 235,530 n/a n/a 366 545 911 56 855 n/a n/a n/a 618 450 1,068 175 893 n/a n/a n/a 355 123 478 322 156 93,554 47,851 28,455 10,024 450 180,334 1,249 179,085 7,236 10,889 11,493 6,823 123 36,564 1,575 34,989 87,906 48,008 23,008 6,158 n/a 165,080 574 164,506 7,234 9,780 11,347 4,435 n/a 32,796 379 32,417 32 176 267 1,264 n/a 1,739 34 1,705 983 1,190 1,063 2,386 n/a 5,622 349 5,273 11 66 246 1,445 n/a 1,768 283 1,485 $ n/a $ 168,722 47,997 n/a 5,373 n/a 2,473 317 626 626 225,191 943 110 52 225,081 891 n/a n/a n/a 817 560 1,377 180 1,197 n/a n/a n/a 333 121 454 341 113 88,889 49,198 24,071 9,361 560 172,079 1,103 170,976 7,245 9,846 11,593 6,213 121 35,018 1,003 34,015 n/a n/a 158 730 888 193 695 3,345 746 118,414 108,678 666 n/a 227,758 651 227,107 648,143 1,628 $ 2,599 $ 700,226 $ 646,515 121,093 124,554 5,758 730 252,135 1,513 250,622 704,673 4,447 57 5,272 3,746 n/a 9,075 551 8,524 18,204 1,217 $ 16,987 n/a n/a 97 736 833 131 702 3,607 704 118,471 113,950 4,509 736 237,666 1,333 236,333 669,954 3,549 $ 2,903 $ 666,405 1 Certain comparative amounts have been reclassified to conform with the 5 As at October 31, 2019, includes Canadian government-insured real estate presentation adopted in the current period. 2 As at October 31, 2019, impaired loans with a balance of $127 million (October 31, 2018 – $124 million) did not have a related allowance for loan losses. An allowance was not required for these loans as the balance relates to loans where the realizable value of the collateral exceeded the loan amount. 3 As at October 31, 2019, excludes trading loans and non-trading loans at FVTPL with a fair value of $12 billion (October 31, 2018 – $11 billion) and $2 billion (October 31, 2018 – $1 billion), respectively. 4 As at October 31, 2019, includes insured mortgages of $88 billion (October 31, 2018 – $95 billion). personal loans of $13 billion (October 31, 2018 – $14 billion). 6 As at October 31, 2019, includes loans that are measured at FVOCI of $2 billion (October 31, 2018 – $3 billion) and customers’ liability under acceptances of $13 billion (October 31, 2018 – $17 billion). 7 As at October 31, 2019, Stage 3 includes ACI loans of $313 million (October 31, 2018 – $453 million) and a related allowance for loan losses of $12 million (October 31, 2018 – $18 million), which have been included in the “Default” risk rating category as they were impaired at acquisition. 164 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Loans by Risk Ratings – Off-Balance Sheet Credit Instruments1,2 (millions of Canadian dollars) October 31, 2019 As at October 31, 2018 Retail Exposures3 Low Risk Normal Risk Medium Risk High Risk Default Non-Retail Exposures4 Investment grade Non-Investment grade Watch and classifed Default Total off-balance sheet credit instruments Allowance for off-balance sheet credit instruments Total off-balance sheet credit instruments, Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total $ 227,757 67,245 13,204 1,869 n/a 179,650 64,553 2 n/a 554,280 293 $ 732 570 277 854 n/a – 3,397 2,126 n/a 7,956 277 $ n/a $ 228,489 $ 236,456 50,116 67,815 12,005 13,481 1,423 2,723 n/a – n/a n/a – – $ 1,007 654 349 986 n/a $ n/a $ 237,463 50,770 12,354 2,409 – n/a n/a – – n/a n/a – 108 108 15 179,650 67,950 2,128 108 562,344 585 166,769 61,763 – n/a 528,532 550 – 1,957 2,004 n/a 6,957 477 n/a n/a – 96 96 2 166,769 63,720 2,004 96 535,585 1,029 net of allowance $ 553,987 $ 7,679 $ 93 $ 561,759 $ 527,982 $ 6,480 $ 94 $ 534,556 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Exclude mortgage commitments. 3 As at October 31, 2019, includes $311 billion (October 31, 2018 – $302 billion) of personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s discretion at any time. 4 As at October 31, 2019, includes $41 billion (October 31, 2018 – $37 billion) of the undrawn component of uncommitted credit and liquidity facilities. The following table presents information related to the Bank’s impaired loans as at October 31. Impaired Loans1 (millions of Canadian dollars) Residential mortgages Consumer instalment and other personal Credit card Business and government Total Unpaid principal balance2 $ 788 1,159 478 870 $ 3,295 Carrying value $ 724 1,037 478 793 $ 3,032 October 31, 2019 Related allowance for credit losses $ 53 173 322 186 $ 734 Average gross impaired loans $ 698 1,160 465 906 $ 3,229 Unpaid principal balance2 $ 776 1,465 454 726 $ 3,421 Carrying value $ 709 1,331 454 660 $ 3,154 As at October 31, 2018 Related allowance for credit losses $ 47 178 341 120 $ 686 Average gross impaired loans $ 726 1,325 422 580 $ 3,053 1 Balances exclude ACI loans. 2 Represents contractual amount of principal owed. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 165 The changes to the Bank’s allowance for loan losses, as at and for the year ended October 31 are shown in the following tables. Allowance for Loan Losses1 (millions of Canadian dollars) Residential Mortgages Balance at beginning of period Provision for credit losses Transfer to Stage 13 Transfer to Stage 2 Transfer to Stage 3 Net remeasurement due to transfers4 New originations or purchases5 Net repayments6 Derecognition of fnancial assets (excluding disposals and write-offs)7 Changes to risk, parameters, and models8 Disposals Write-offs Recoveries Foreign exchange and other adjustments Balance at end of period Consumer Instalment and Other Personal Balance, including off-balance sheet instruments, at beginning of period Provision for credit losses Transfer to Stage 13 Transfer to Stage 2 Transfer to Stage 3 Net remeasurement due to transfers4 New originations or purchases5 Net repayments6 Derecognition of fnancial assets (excluding disposals and write-offs)7 Changes to risk, parameters, and models8 Disposals Write-offs Recoveries Foreign exchange and other adjustments Balance, including off-balance sheet instruments, at end of period Less: Allowance for off-balance sheet instruments9 Balance at end of period Credit Card10 Balance, including off-balance sheet instruments, at beginning of period Provision for credit losses Transfer to Stage 13 Transfer to Stage 2 Transfer to Stage 3 Net remeasurement due to transfers4 New originations or purchases5 Net repayments6 Derecognition of fnancial assets (excluding disposals and write-offs)7 Changes to risk, parameters, and models8 Disposals Write-offs Recoveries Foreign exchange and other adjustments Balance, including off-balance sheet instruments, at end of period Less: Allowance for off-balance sheet instruments9 Balance at end of period Stage 1 Stage 2 Stage 32 For the years ended October 31 2019 Total Stage 1 Stage 2 Stage 32 2018 Total $ 24 $ 34 $ 52 $ 110 $ 24 $ 26 $ 57 $ 107 35 (5) (2) (16) 14 – (4) (18) – – – – $ 28 (33) 13 (8) 6 n/a (1) (5) 20 – – – – $ 26 (2) (8) 10 – n/a – (17) 49 – (31) 1 2 56 $ – – – (10) 14 (1) (26) 51 – (31) 1 2 110 24 (4) – (14) 14 (1) (3) (16) – – – – 24 $ $ (23) 8 (9) 6 n/a (1) (2) 29 – – – – $ 34 (1) (4) 9 – n/a (5) (4) 24 – (31) 3 4 52 $ – – – (8) 14 (7) (9) 37 – (31) 3 4 110 $ $ 599 $ 392 $ 180 $ 1,171 $ 529 $ 355 $ 171 $ 1,055 352 (121) (15) (149) 326 (88) (81) (105) – – – (1) (333) 164 (164) 160 n/a (30) (71) 298 – – – 1 (19) (43) 179 11 n/a (12) (49) 893 – (1,220) 254 1 – – – 22 326 (130) (201) 1,086 – (1,220) 254 1 303 (114) (21) (125) 322 (49) (126) (127) – – – 7 (285) 152 (172) 139 n/a (24) (97) 321 – – – 3 (18) (38) 193 11 n/a (15) (45) 744 – (1,077) 253 1 – – – 25 322 (88) (268) 938 – (1,077) 253 11 717 27 $ 690 417 33 $ 384 175 – $ 175 1,309 60 $ 1,249 599 25 $ 574 392 43 $ 349 180 – $ 180 1,171 68 $ 1,103 $ 819 $ 580 $ 341 $ 1,740 $ 763 $ 521 $ 321 $ 1,605 705 (224) (30) (240) 144 92 (96) (236) – – – – (623) 288 (563) 314 n/a 3 (107) 781 – – – – (82) (64) 593 41 n/a (22) (439) 1,356 – (1,699) 297 – – – – 115 144 73 (642) 1,901 – (1,699) 297 – 590 (192) (38) (209) 171 125 (102) (276) (21) – – 8 (521) 259 (475) 249 n/a (51) (106) 705 (12) – – 11 (69) (67) 513 63 n/a 39 (371) 1,168 (8) (1,515) 260 7 934 202 $ 732 673 152 $ 521 322 – $ 322 1,929 354 $ 1,575 819 440 $ 379 580 297 $ 283 341 – $ 341 – – – 103 171 113 (579) 1,597 (41) (1,515) 260 26 1,740 737 $ 1,003 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. 2 Includes allowance for loan losses related to ACI loans. 3 Transfers represent stage transfer movements prior to ECL remeasurement. 4 Represents the remeasurement between twelve-month and lifetime ECLs due to stage transfers, excluding the change to risk, parameters, and models. 7 Represents the decrease in the allowance resulting from loans that were fully repaid and excludes the decrease associated with loans that were disposed or fully written off. 8 Represents the change in the allowance related to changes in risk including changes to macroeconomic factors, level of risk, associated parameters, and models. 5 Represents the increase in the allowance resulting from loans that were newly 9 The allowance for loan losses for off-balance sheet instruments is recorded originated, purchased, or renewed. 6 Represents the changes in the allowance related to cash flow changes associated with new draws or repayments on loans outstanding. in Other liabilities on the Consolidated Balance Sheet. 10 Credit cards are considered impaired and migrate to Stage 3 when they are 90 days past due and written off at 180 days past due. Refer to Note 2 for further details. 166 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Allowance for Loan Losses (continued)1,2 (millions of Canadian dollars) Business and Government Balance, including off-balance sheet instruments, as beginning of period Provision for credit losses Transfer to Stage 14 Transfer to Stage 2 Transfer to Stage 3 Net remeasurement due to transfers4 New originations or purchases4 Net repayments4 Derecognition of fnancial assets (excluding disposals and write-offs)4 Changes to risk, parameters, and models4 Disposals Write-offs Recoveries Foreign exchange and other adjustments Balance, including off-balance sheet instruments, at end of period Less: Allowance for off-balance sheet instruments5 Balance at end of period Total Allowance for Loan Losses at end of period Stage 1 Stage 2 Stage 33 For the years ended October 31 2019 Total Stage 1 Stage 2 Stage 33 2018 Total $ 736 $ 688 $ 133 $ 1,557 $ 706 $ 627 $ 192 $ 1,525 214 (127) (18) (89) 451 (9) (340) (83) – – – 1 (210) 138 (136) 115 n/a (35) (382) 564 (3) – – 1 736 64 672 $ 2,122 740 92 648 $ 1,579 (4) (11) 154 2 n/a (42) (85) 241 – (228) 57 (9) 208 15 193 $ 746 – – – 28 451 (86) (807) 722 (3) (228) 57 (7) 133 (106) (6) (38) 467 (4) (338) (89) – – – 11 (129) 114 (56) 68 n/a (26) (365) 447 – – – 8 (4) (8) 62 5 n/a (27) (57) 68 (5) (155) 73 (11) – – – 35 467 (57) (760) 426 (5) (155) 73 8 1,684 171 1,513 $ 4,447 736 85 651 $ 1,628 688 137 551 $ 1,217 133 2 131 $ 704 1,557 224 1,333 $ 3,549 1 Certain comparative amounts have been reclassified to conform with the 4 For explanations regarding this line item, refer to the “Allowance for Loan Losses” presentation adopted in the current period. table on the previous page in this Note. 2 Includes the allowance for loan losses related to customers’ liability under 5 The allowance for loan losses for off-balance sheet instruments is recorded in acceptances. 3 Includes allowance for loan losses related to ACI loans. Other liabilities on the Consolidated Balance Sheet. The allowance for credit losses on all remaining fnancial assets is not signifcant. FORWARD-LOOKING INFORMATION Relevant macroeconomic factors are incorporated in the risk parameters as appropriate. Additional macroeconomic factors that are industry-specifc or segment-specifc are also incorporated where relevant. The key macroeconomic variables that are incorporated in determining ECLs include regional unemployment rates for all retail exposures and regional housing price index for residential mortgages and home equity lines of credit. For business and government loans, the key macroeconomic variables include gross domestic product, unemployment rates, interest rates, and credit spreads. Refer to Note 2 for a discussion on how forward-looking information is considered in determining whether there has been a signifcant increase in credit risk and in the measurement of ECLs. Forward-looking macroeconomic forecasts are generated by TD Economics as part of the ECL process: A base economic forecast is accompanied with upside and downside estimates of realistically possible economic conditions. All economic forecasts are updated quarterly for each variable on a regional basis where applicable and incorporated as relevant into the quarterly modelling of base, upside and downside risk parameters used in the calculation of ECL scenarios and probability-weighted ECL. The macroeconomic variable estimations are statistically derived relative to the base forecast based on the historical distribution of each variable. Select macroeconomic variables are projected over the forecast period, and they could have a material impact in determining ECLs. As the forecast period increases, information about the future becomes less readily available and projections are anchored on assumptions around structural relationships between economic parameters that are inherently much less certain. The following table represents the average values of the macroeconomic variables over the next twelve months and the remaining 4-year forecast period for the base, upside, and downside forecasts. 167 TD BANK GROUP ANNUAL REPORT 2019 FINANCIAL RESULTS Macroeconomic Variables Unemployment rate Canada United States Real gross domestic product (GDP)2 Canada United States Home prices2 Canada (average home price)3 United States (CoreLogic HPI)4 Central bank policy interest rate Canada United States U.S. 10-year treasury yield U.S. 10-year BBB spread Exchange rate (U.S. dollar/Canadian dollar) Unemployment rate Canada United States Real gross domestic product (GDP)2 Canada United States Home prices2 Canada (average home price)3 United States (CoreLogic HPI)4 Central bank policy interest rate Canada United States U.S. 10-year treasury yield U.S. 10-year BBB spread Exchange rate (U.S. dollar/Canadian dollar) As at October 31, 2019 Base Forecasts Next 12 months1 Remaining 4-year period1 Upside Remaining 4-year period1 Next 12 months1 Downside Remaining 4-year period1 Next 12 months1 5.8% 3.8 1.6 1.9 7.1 3.6 5.8% 4.1 1.8 1.8 2.7 3.6 5.7% 3.6 1.8 2.0 8.9 4.4 5.2% 3.5 2.2 2.1 5.9 5.0 6.8% 4.9 0.6 0.7 2.7 2.4 8.0% 6.1 0.3 0.2 (3.5) 1.7 1.31 1.75 1.76 1.80 $ 0.76 1.53 2.20 2.50 1.80 $ 0.77 1.75 2.00 2.25 1.73 $ 0.78 2.16 2.86 3.44 1.59 $ 0.83 0.75 1.06 1.32 1.96 $ 0.74 0.63 1.00 1.79 2.19 $ 0.69 October 31, 2018 6.0% 3.7 6.0% 3.9 5.8% 3.6 5.5% 3.4 6.7% 4.3 2.3 2.9 3.4 5.1 1.88 2.88 3.20 1.80 $ 0.79 1.7 1.8 3.4 4.0 2.47 2.97 3.13 1.80 $ 0.80 2.6 3.1 4.5 5.4 2.00 3.31 4.46 1.71 $ 0.80 2.2 2.1 5.0 4.8 3.00 3.75 4.43 1.55 $ 0.86 1.6 2.6 0.9 4.1 1.69 2.38 2.71 1.87 $ 0.77 7.6% 6.1 1.0 1.0 0.2 2.4 1.75 2.22 2.31 2.06 $ 0.75 1 The numbers represent average values for the quoted periods. 2 The numbers represent annual % change. 3 The average home price is the average transacted sale price of homes sold via the Multiple Listing Service (MLS); data is collected by the Canadian Real Estate Association (CREA). SENSITIVITY OF ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses is sensitive to the inputs used in internally developed models, macroeconomic variables in the forward-looking forecasts and respective probability weightings in determining the probability-weighted ECL, and other factors considered when applying expert credit judgment. Changes in these inputs, assumptions, models, and judgments would have an impact on the assessment for signifcant increase in credit risk and the measurement of ECLs. The following table presents the base ECL scenario compared to the probability-weighted ECL derived from using three ECL scenarios for performing loans and off-balance sheet instruments. The difference refects the impact of deriving multiple scenarios around the base ECL and resultant change in ECL due to non-linearity and sensitivity to using macroeconomic forecasts. Change from Base to Probability-Weighted ECL1 (millions of Canadian dollars, except as noted) Probability-weighted ECL Base ECL Difference – in amount Difference – in percentage $ 4,271 4,104 $ 167 3.9% As at $ 3,872 3,772 $ 100 2.6% October 31, 2019 October 31, 2018 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. The allowance for credit losses for performing loans and off-balance sheet instruments consists of an aggregate amount of Stage 1 and Stage 2 probability-weighted ECL which are twelve-month ECLs and 168 TD BANK GROUP ANNUAL RE PO RT 201 9 FIN ANC IAL R ESU LTS 4 The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time. lifetime ECLs, respectively. Transfers from Stage 1 to Stage 2 ACLs result from a signifcant increase in credit risk since initial recognition of the loan. The following table presents the estimated impact of staging on ACL for performing loans and off-balance sheet instruments if they were all calculated using twelve-month ECLs compared to the current aggregate probability-weighted ECL, holding all risk profles constant. Incremental Lifetime ECL Impact1 (millions of Canadian dollars) Aggregate Stage 1 and 2 probability-weighted ECL All performing loans and off-balance sheet instruments using 12-month ECL Incremental lifetime ECL impact October 31, 2019 October 31, 2018 As at $ 4,271 $ 3,872 3,672 $ 599 3,438 $ 434 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. FORECLOSED ASSETS Foreclosed assets are repossessed non-fnancial 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 $121 million as at October 31, 2019 (October 31, 2018 – $81 million), and were recorded in Other assets on the Consolidated Balance Sheet. LOANS PAST DUE BUT NOT IMPAIRED A loan is classifed 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. Loans Past Due but not Impaired1,2 (millions of Canadian dollars) Residential mortgages Consumer instalment and other personal Credit card Business and government Total 1 Includes loans that are measured at FVOCI. 2 Balances exclude ACI loans. 1-30 days $ 1,709 6,038 1,401 1,096 $ 10,244 31-60 days $ 404 845 351 858 $ 2,458 October 31, 2019 61-89 days Total $ 111 $ 2,224 7,149 1,981 2,014 $ 666 $ 13,368 266 229 60 1-30 days $ 1,471 5,988 1,403 1,314 $10,176 31-60 days $ 358 811 340 444 $ 1,953 As at October 31, 2018 61-89 days Total $ 101 $ 1,930 7,040 1,956 1,786 $ 583 $ 12,712 241 213 28 MODIFIED FINANCIAL ASSETS The amortized cost of fnancial assets with lifetime allowance that were modifed during the year ended October 31, 2019 was $407 million (October 31, 2018 – $408 million) before modifcation, with insignifcant modifcation gain or loss. The gross carrying amount of modifed fnancial assets for which the loss allowance changed from lifetime to twelve-month ECLs during the year ended October 31, 2019 was $243 million (October 31, 2018 – nil). COLLATERAL As at October 31, 2019, the collateral held against total gross impaired loans represents 77% (October 31, 2018 – 81%) of total gross impaired loans. The fair value of non-fnancial collateral is determined at the origination date of the loan. A revaluation of non-fnancial collateral is performed if there has been a signifcant 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 fows are reviewed at least annually, or more frequently when new information indicates a change in the timing or amount expected to be received. 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 derecognition since in most circumstances, the Bank continues to be exposed to substantially all of the prepayment, interest rate, and/or credit risk associated with the securitized fnancial 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, they are not derecognized from the balance sheet, retained interests are not recognized, and a securitization liability is recognized for the cash proceeds received. Certain transaction costs incurred are also capitalized and amortized using 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 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 underlying 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 and as such, the sales do not qualify for derecognition. The Bank securitizes U.S. originated residential mortgages with U.S. government agencies which qualify for derecognition from the Bank’s Consolidated Balance Sheet. As part of the securitization, 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 government loans to entities which may be structured entities. These securitizations may give rise to derecognition of the fnancial assets depending on the individual arrangement of each transaction. In addition, the Bank transfers credit card receivables, consumer instalment and other personal loans to structured entities that the Bank consolidates. Refer to Note 10 for further details. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 169 The following table summarizes the securitized asset types that did not qualify for derecognition, along with their associated securitization liabilities as at October 31. 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 Other fnancial assets transferred related to securitization1 Total Associated liabilities2 October 31, 2019 October 31, 2018 Fair value Carrying amount Fair value Carrying amount $ 23,705 3,525 27,230 $ 27,316 $ 23,689 3,524 27,213 $ 27,144 $ 23,124 4,230 27,354 $ 27,272 $ 23,334 4,235 27,569 $ 27,301 1 Includes asset-backed securities, asset-backed commercial paper (ABCP), cash, repurchase agreements, and Government of Canada securities used to fulfil funding requirements of the Bank’s securitization structures after the initial securitization of mortgage loans. 2 Includes securitization liabilities carried at amortized cost of $14 billion as at October 31, 2019 (October 31, 2018 – $15 billion), and securitization liabilities carried at fair value of $13 billion as at October 31, 2019 (October 31, 2018 – $13 billion). Other Financial Assets Not Qualifying for Derecognition The Bank enters into certain transactions where it transfers previously recognized commodities and fnancial assets, such as, debt and equity securities, but retains substantially all of the risks and rewards of those assets. These transferred assets are not derecognized and the transfers are accounted for as fnancing 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. The following table summarizes the carrying amount of fnancial assets and the associated transactions that did not qualify for derecognition, as well as their associated fnancial liabilities as at October 31. 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 2019 October 31 2018 38,338 55,328 $ 16,990 $ 24,333 27,124 51,457 $ 17,428 $ 24,701 1 Includes $1.3 billion, as at October 31, 2019, of assets related to repurchase agreements or swaps that are collateralized by physical precious metals (October 31, 2018 – $2.0 billion). 2 Associated liabilities are all related to repurchase agreements. TRANSFERS OF FINANCIAL ASSETS QUALIFYING FOR DERECOGNITION Transferred financial assets that are derecognized in their entirety 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 fnancial 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, 2019, the fair value of retained interests was $19 million (October 31, 2018 – $25 million). There are no ECLs on the retained interests of the securitized business and government loans as the underlying 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, 2019, the trading income recognized on the retained interest was $1 million (October 31, 2018 – nil). 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, 2019, the carrying value of these servicing rights was $52 million (October 31, 2018 – $39 million) and the fair value was $51 million (October 31, 2018 – $57 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, 2019 was $14 million (October 31, 2018 – $18 million). 170 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS N O T E 1 0 STRUCTURED ENTITIES The Bank uses structured entities for a variety of purposes including: (1) to facilitate the transfer of specifed risks to clients; (2) as fnancing 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. 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 suffcient 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 ABCP or other securitization entities which issue longer-dated term securities. Securitizations are an important source of liquidity for the Bank, allowing it to diversify its funding sources and to optimize its balance sheet management approach. 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 specifcs of the entity, the variable returns absorbed through ABCP may be signifcantly mitigated by variable returns retained by the sellers. The Bank provides liquidity facilities to certain single-seller and multi-seller conduits for the beneft of ABCP investors which are structured as loan facilities between the Bank, as the sole liquidity lender, and the Bank-sponsored trusts. If a trust experiences diffculty 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 can only be drawn if preconditions are met ensuring 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 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. 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 fnancing through the securitization of their assets. 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 derivatives 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 signifcant 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 diversifed exposure to different risk profles, 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 specifed 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 specifc strategy and risk profle, 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 AUM increases. As a result, the Bank’s holding of seed capital investment in its own sponsored investment funds and trusts is typically not signifcant 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 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 signifcant 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 fnancing its operations, including raising capital or obtaining funding. These structured entities include: (1) TD Capital Trust III (Trust III) and TD Capital Trust IV (Trust IV) (together the “CaTS Entities”), and (2) TD Covered Bond (Legislative) Guarantor Limited Partnership (the “Covered Bond Entity”). On December 31, 2018, Trust III, a subsidiary of the Bank, redeemed all of the outstanding TD Capital Trust III Securities – Series 2008 (TD CaTS III) at a price of $1 billion plus the unpaid distribution payable on the redemption date. Trust III was consolidated by the Bank and the TD CaTS III were included in Non-controlling interests in subsidiaries on the Bank’s Consolidated Balance Sheet. On June 30, 2019, Trust IV redeemed all of the outstanding $550 million TD Capital Trust IV Notes – Series 1. Refer to Note 20 for additional details. The CaTS Entities issued innovative capital securities which 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 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 171 phase-out rules. The proceeds from these issuances were invested in assets purchased from the Bank which generate income for distribution 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 signifcant variable returns of the entity. The Bank was exposed to the risks and returns from Trust III as it held the residual risks through retaining all the voting securities of the entity. The Bank was considered to be exposed to signifcant variable returns of Trust III’s portfolio of assets and therefore consolidated the entity. Trust IV holds assets which are only exposed to the Bank’s own credit risk. As a result, the Bank does not absorb signifcant variable returns of the entity as it is ultimately exposed only to its own credit risk, and therefore does not consolidate the entity. Refer to Note 20 for further details. The Bank issues, or has issued, debt under its covered bond program where the principal and interest payments of the notes are guaranteed by the Covered Bond Entity. The Bank sold a portfolio of assets to the Covered Bond Entity and provided a loan to the Covered Bond Entity to facilitate the purchase. The Bank is restricted from accessing the Covered Bond Entity’s assets under the relevant agreement. Investors in the Bank’s covered bonds may have recourse to the Bank should the assets of the Covered Bond Entity be insuffcient to satisfy the covered bond liabilities. The Bank consolidates the Covered Bond Entity as it has power over the key economic activities and retains all the variable returns in this entity. 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 as noted in Note 9, 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 signifcant 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, predominantly 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. Investments 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 these entities. Financing Transactions In the normal course of business, the Bank may enter into fnancing 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 signifcant variable returns due to fnancing 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 institutional 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 signifcant 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 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 fnancial 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 signifcant obligations to absorb losses before other holders of securitization issuances. Other Structured Consolidated Structured Entities Depending on the specifc facts and circumstances of the Bank’s involvement with structured entities, the Bank may consolidate asset management entities, fnancing vehicles, or third-party sponsored structured 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 fnancial support to these consolidated structured entities. INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES The following table presents information related to the Bank’s unconsolidated 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 and commitments to certain U.S. municipal funds. Amounts in Other are predominantly related to investments in community-based U.S. tax-advantage entities described in Note 12. These holdings do not result in the consolidation of these entities as TD does not have power over these entities. 172 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Carrying Amount and Maximum Exposure to Unconsolidated Structured Entities1 (millions of Canadian dollars) Securitizations Investment funds and trusts Other Total Securitizations October 31, 2019 Investment funds and trusts As at October 31, 2018 Other Total FINANCIAL ASSETS Trading loans, securities, and other $ 8,450 $ 1,096 $ $ 9,546 $ 9,460 $ 719 $ 11 $ 10,190 Non-trading fnancial assets at fair value through proft or loss Derivatives2 Financial assets designated at fair value through proft or loss Financial assets at fair value through other comprehensive income Debt securities at amortized cost, net of allowance for credit losses Loans Other Total assets FINANCIAL LIABILITIES Derivatives2 Obligations related to securities sold short Total liabilities Off-balance sheet exposure3 Maximum exposure to loss from involvement with unconsolidated structured entities Size of sponsored unconsolidated structured entities4 3,649 – – 34,451 85,456 1,314 6 133,326 – 3,164 3,164 17,233 – – 6 – 9 4,137 70 4 1,810 – – 36,010 47,575 – – 3,027 3,042 85,456 1,319 3,033 139,575 68,736 2,438 6 130,025 – 395 – – – 1,222 3,667 4,062 22,689 2,937 2,937 16,172 488 64 4 1,550 – 5 – 3,207 395 503 898 4,234 367 826 3 1,262 – – – 3,177 59 629 688 3,450 – – – – – – 2,897 2,908 – – – 1,164 2,177 826 3 48,837 68,736 2,438 2,903 136,110 59 3,566 3,625 20,786 $ 147,395 $ 6,543 $ 4,264 $ 158,202 $ 143,260 $ 5,939 $ 4,072 $ 153,271 $ 10,068 $ 37,638 $ 1,200 $ 48,906 $ 10,216 $ 35,897 $ 1,750 $ 47,863 1 Certain comparative amounts have been restated to conform with the presentation adopted in the current period. 2 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. 3 For the purposes of this disclosure, off-balance sheet exposure represents the notional value of liquidity facilities, guarantees, or other off-balance sheet commitments without considering the effect of collateral or other credit enhancements. 4 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 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 signifcant 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 earned non-interest income of $2.0 billion (October 31, 2018 − $1.9 billion) from its involvement with these asset management entities for the year ended October 31, 2019, of which $1.8 billion (October 31, 2018 − $1.8 billion) was received directly from these entities. The total AUM in these entities as at October 31, 2019 was $233.9 billion (October 31, 2018 − $196.1 billion). 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 fnancial support to unconsolidated structured entities. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 173 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 bilaterally negotiated between the Bank and the counterparty to the contract. The remainder are exchange-traded contracts transacted through organized and regulated exchanges and consist primarily of certain options and futures. The Bank’s derivative transactions relate to trading and non-trading activities. The purpose of derivatives held for non-trading activities is primarily for managing interest rate, foreign exchange, and equity risk related to the Bank’s funding, lending, investment activities, and other asset/liability management activities. The Bank’s risk management strategy for these risks is discussed in shaded sections of the “Managing Risk” section of the MD&A. The Bank also enters into derivative transactions to economically hedge certain exposures that do not otherwise qualify for hedge accounting, or where hedge accounting is not considered feasible. Where hedge accounting is applied, only a specifc or a combination of risk components are hedged, including benchmark interest rate, foreign exchange rate, and equity price components. All these risk components are observable in the relevant market environment and the change in the fair value or the variability in cash fows attributable to these risk components can be reliably measured for hedged items. Where the derivatives are in hedge relationships, the main sources of ineffectiveness can be attributed to differences between hedging instruments and hedged items: • Differences in fxed rates, when contractual coupons of the fxed rate hedged items are designated; • Differences in the discounting factors, when hedging derivatives are collateralized and discounted using Overnight Indexed Swaps (OIS) curves, which are not applied to the fxed rate hedged items; • CRVA on the hedging derivatives; and • Mismatch in critical terms such as tenor and timing of cash fows between hedging instruments and hedged items. To mitigate a portion of the ineffectiveness, the Bank designates the benchmark risk component of contractual cash fows of hedged items and executes hedging derivatives with high-quality counterparties. The majority of the Bank’s hedging derivatives are collateralized. Interest Rate Derivatives Interest rate swaps are OTC contracts in which two counterparties agree to exchange cash fows over a period of time based on rates applied to a specifed notional amount. A typical interest rate swap would require one counterparty to pay a fxed market interest rate in exchange for a variable market interest rate determined from time to time, with both calculated on a specifed 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. Forward rate agreements are OTC contracts that effectively fx a future interest rate for a period of time. A typical forward rate agreement 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 specifed notional amount. No exchange of principal amount takes place. 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 specifed future date or series of future dates or within a specifed time, a specifed fnancial instrument at a contracted price. The underlying fnancial 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 174 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS transacted on an exchange. They are based upon an agreement to buy or sell a specifed quantity of a fnancial instrument on a specifed 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. The Bank uses interest rate swaps to hedge its exposure to benchmark interest rate risk by modifying the repricing or maturity characteristics of existing and/or forecasted assets and liabilities, including funding and investment activities. These swaps are designated in either fair value hedge against fxed rate asset/liability or cash fow hedge against foating rate asset/liability. For fair value hedges, the Bank assesses and measures the hedge effectiveness based on the change in the fair value or cash fows of the derivative hedging instrument relative to the change in the fair value or cash fows of the hedged item attributable to benchmark interest rate risk. For cash fow hedges, the Bank uses the hypothetical derivative having terms that identically match the critical terms of the hedged item as the proxy for measuring the change in fair value or cash fows of the hedged item. Foreign Exchange Derivatives Foreign exchange forwards are OTC contracts in which one counterparty contracts with another to exchange a specifed amount of one currency for a specifed 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 fows 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. Where hedge accounting is applied, the Bank assesses and measures the hedge effectiveness based on the change in the fair value of the hedging instrument relative to translation gains and losses of net investment in foreign operations or the change in cash fows of the foreign currency denominated asset/liability attributable to foreign exchange risk, using the hypothetical derivative method. The Bank uses non-derivative instruments such as foreign currency deposit liabilities and derivative instruments such as cross-currency swaps and foreign exchange forwards to hedge its foreign currency exposure. These hedging instruments are designated in either net investment hedges or cash fow hedges. 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-specifc 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 fnancial 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 fnancial 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 deterioration in value of the reference asset or group of assets upon the occurrence of certain credit events such as bankruptcy, or changes in specifed credit rating or credit index. 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. 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 specifed 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. Where hedge accounting is applied, the Bank uses equity forwards and/or total return swaps to hedge its exposure to equity price risk. These derivatives are designated as cash fow hedges. The Bank assesses and measures the hedge effectiveness based on the change in the fair value of the hedging instrument relative to the change in the cash fows of the hedged item attributable to movement in equity price, using the hypothetical derivative method. Fair Value of Derivatives (millions of Canadian dollars) Derivatives held or issued for 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 Options written Options purchased Total foreign exchange contracts Credit derivative contracts 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 derivative contracts Credit default swaps – protection purchased Total credit derivative contracts Other contracts Equity contracts Total other contracts Fair value – non-trading Total fair value October 31, 2019 Fair value as at balance sheet date October 31, 2018 Fair value as at balance sheet date Positive Negative Positive Negative $ 24 11,244 – 1,168 12,436 $ 149 11,952 1,099 – 13,200 713 12,734 14,721 – 289 28,457 – 16 16 748 1,524 2,272 43,181 – 2,365 – 15 2,380 660 2 1,531 2,193 – – 1,540 12,613 12,913 302 – 27,368 241 – 241 2,942 1,335 4,277 45,086 2 1,303 1 – 1,306 90 22 1,919 2,031 179 179 $ 37 9,931 – 516 10,484 17,638 – 18,489 – 486 36,613 – 9 9 2,537 1,291 3,828 50,934 2 1,893 – 19 1,914 333 – 2,729 3,062 – – $ 39 7,229 566 – 7,834 15,943 – 15,692 543 – 32,178 230 1 231 1,362 837 2,199 42,442 – 1,898 1 – 1,899 327 – 2,413 2,740 155 155 1,140 1,140 5,713 $ 48,894 1,449 1,449 4,965 $ 50,051 1,086 1,086 6,062 $ 56,996 1,034 1,034 5,828 $ 48,270 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 175 The following table distinguishes 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 Derivatives1 (millions of Canadian dollars) Derivative Assets Derivatives in qualifying hedging relationships Fair value Cash fow Net investment Derivatives not in qualifying hedging relationships Derivatives in qualifying hedging relationships Total Fair value Cash fow Net investment As at October 31, 2019 Derivative Liabilities Derivatives not in qualifying hedging relationships Total Derivatives held or issued for non-trading purposes Interest rate contracts Foreign exchange contracts Credit derivative contracts Other contracts Fair value – non-trading $ 882 – – – $ 882 $ 804 2,175 – 531 $ 3,510 Derivatives held or issued for non-trading purposes Interest rate contracts Foreign exchange contracts Credit derivative contracts Other contracts Fair value – non-trading $ 1,050 – – – $ 1,050 $ (62) 2,948 – 594 $ 3,480 $ – 2 – – $ 2 $ 4 4 – – $ 8 $ 694 16 – 609 $ 1,319 $ 2,380 2,193 – 1,140 $ 5,713 $ 786 – – – $ 786 (46) $ 1,910 – – $ 1,864 – $ 58 – – $ 58 $ 566 63 179 1,449 $ 2,257 $ 1,306 2,031 179 1,449 $ 4,965 October 31, 2018 $ 922 110 – 492 $ 1,524 $ 1,914 3,062 – 1,086 $ 6,062 $ 858 – – – $ 858 $ 187 2,399 – – $ 2,586 $ – 314 – – $ 314 $ 854 27 155 1,034 $ 2,070 $ 1,899 2,740 155 1,034 $ 5,828 1 Certain derivatives assets qualify to be offset with certain derivative liabilities on the Consolidated Balance Sheet. Refer to Note 6 for further details. Fair Value Hedges The following table presents the effects of fair value hedges on the Consolidated Balance Sheet and the Consolidated Statement of Income. Fair Value Hedges (millions of Canadian dollars) Change in value of hedged items for ineffectiveness measurement Change in fair value of hedging instruments for ineffectiveness measurement Carrying amounts for hedged items Accumulated amount of fair value hedge adjustments on hedged items1 Hedge ineffectiveness 2019 Accumulated amount of fair value hedge adjustments on de-designated hedged items For the years ended or as at October 31 Assets Interest rate risk Debt securities at amortized cost Financial assets at fair value through other comprehensive income Loans Total assets Liabilities Interest rate risk Deposits Securitization liabilities at amortized cost Subordinated notes and debentures Total liabilities Total $ 2,144 $ (2,160) $ (16) $ 46,888 $ 1,502 $ – 3,286 1,440 6,870 (4,566) (149) (189) (4,904) $ 1,966 (3,299) (1,458) (6,917) 4,584 151 190 4,925 $ (1,992) (13) (18) (47) 78,688 59,270 184,846 18 2 1 21 $ (26) 125,602 5,481 5,071 136,154 580 741 2,823 2,214 82 (28) 2,268 (119) (6) (125) (11) – (135) (146) 1 The Bank has portfolios of fixed rate financial assets and liabilities whereby the notional amount changes frequently due to originations, issuances, maturities and prepayments. The interest rate risk hedges on these portfolios are rebalanced dynamically. 176 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Fair Value Hedges (continued) (millions of Canadian dollars) For the years ended or as at October 31 Assets Interest rate risk Debt securities at amortized cost Financial assets at fair value through other comprehensive income Loans Total assets Liabilities Interest rate risk Deposits Securitization liabilities at amortized cost Subordinated notes and debentures Total liabilities Total Change in value of hedged items for ineffectiveness measurement Change in fair value of hedging instruments for ineffectiveness measurement Carrying amounts for hedged items Accumulated amount of fair value hedge adjustments on hedged items1 Hedge ineffectiveness 2018 Accumulated amount of fair value hedge adjustments on de-designated hedged items $ (501) $ 507 $ 6 $ 30,032 $ (618) $ – (1,874) (792) (3,167) 2,182 71 112 2,365 (802) $ 1,869 792 3,168 (2,179) (73) (112) (2,364) $ 804 (5) – 1 86,804 45,157 161,993 3 (2) – 1 $ 2 93,150 4,960 4,027 102,137 (2,699) (726) (4,043) (2,301) (52) (230) (2,583) (172) (8) (180) (4) – (143) (147) 2017 Total $ (933) $ 914 $ (19) 1 The Bank has portfolios of fixed rate financial assets and liabilities whereby the notional amount changes frequently due to originations, issuances, maturities and prepayments. The interest rate risk hedges on these portfolios are rebalanced dynamically. Cash Flow Hedges and Net Investment Hedges The following table presents the effects of cash fow hedges and net investment hedges on the Bank’s Consolidated Statement of Income and the Consolidated Statement of Comprehensive Income. Cash Flow and Net Investment Hedges (millions of Canadian dollars) For the years ended October 31 2019 Change in value of hedged items for ineffectiveness measurement Change in fair value of hedging instruments for ineffectiveness measurement Hedge ineffectiveness Hedging gains (losses) recognized in other comprehensive income1 Amount reclassifed from accumulated other comprehensive income (loss) to earnings1 Net change in other comprehensive income (loss)1 $ (5,087) 251 (122) $ (4,958) $ 5,089 (250) 122 $ 4,961 $ 2 1 – $ 3 $ 5,041 (466) 122 $ 4,697 $ (218) (572) 117 $ (673) $ 5,259 106 5 $ 5,370 Cash fow hedges2 Interest rate risk3 Foreign exchange risk4,5,6 Equity price risk Total cash fow hedges Net investment hedges $ (180) $ 180 $ – $ 180 $ – $ 180 Cash fow hedges2 Interest rate risk3 Foreign exchange risk4,5,6 Equity price risk Total cash fow hedges $ 2,585 (449) (66) $ 2,070 $ (2,587) 449 66 $ (2,072) $ $ (2) – – (2) $ (2,528) 362 66 $ (2,100) $ 335 306 97 $ 738 2018 $ (2,863) 56 (31) $ (2,838) Net investment hedges $ 392 $ (392) $ – $ (392) $ – $ (392) Total cash fow hedges2 Net investment hedges $ (2) – $ (2,229) 890 $ 1,077 (8) 2017 1 Effects on other comprehensive income are presented on a pre-tax basis. 2 During the years ended October 31, 2019, October 31, 2018, and October 31, 2017, there were no instances where forecasted hedged transactions failed to occur. 3 Hedged items include forecasted interest cash flows on loans, deposits, and 5 Cross-currency swaps may be used to hedge foreign exchange risk or a combination of interest rate risk and foreign exchange risk in a single hedging relationship. These hedges are disclosed in the above risk category (foreign exchange risk). securitization liabilities. 4 For non-derivative instruments designated as hedging foreign exchange risk, fair value change is measured as the gains and losses due to spot foreign exchange movements. 6 Hedged items include principal and interest cash flows on foreign denominated securities, loans, deposits, other liabilities, and subordinated notes and debentures. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 177 Reconciliation of Accumulated Other Comprehensive Income (Loss)1 (millions of Canadian dollars) For the years ended October 31 Accumulated other comprehensive income (loss) at beginning of year Net changes in other comprehensive income (loss) Accumulated other comprehensive income (loss) at end of year Accumulated other comprehensive income (loss) on designated hedges $ (3,656) 247 20 $ (3,389) $ 5,259 106 5 $ 5,370 $ 1,603 353 25 $ 1,981 $ 1,226 353 25 $ 1,604 $ (5,689) $ 180 $ (5,509) $ (5,509) $ $ (793) 191 51 (551) $ (2,863) 56 (31) $ (2,838) $ (3,656) 247 20 $ (3,389) $ (2,245) 247 20 $ (1,978) 2019 Accumulated other comprehensive income (loss) on de-designated hedges $ $ $ 377 – – 377 – 2018 $ (1,411) – – $ (1,411) $ (5,297) $ (392) $ (5,689) $ (5,689) $ – Cash fow hedges Interest rate risk Foreign exchange risk Equity price risk Total cash fow hedges Net investment hedges Foreign translation risk Cash fow hedges Interest rate risk Foreign exchange risk Equity price risk Total cash fow hedges Net investment hedges Foreign translation risk 1 Presented on a pre-tax basis and excludes the Bank’s equity in the AOCI of an investment in TD Ameritrade. 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 fows to be exchanged. Notional amounts do not represent the potential gain or loss associated with the market risk nor are they indicative of the credit risk associated with derivative fnancial instruments. The following table discloses the notional amount of over-the-counter and exchange-traded derivatives. Over-the-Counter and Exchange-Traded Derivatives (millions of Canadian dollars) October 31 2019 As at October 31 2018 Trading Exchange- traded Total Non- trading3 Total Total $ 884,565 $ – – 136,264 187,260 1,208,089 884,565 1,846,060 9,770,263 245,796 309,419 13,056,103 $ – $ 884,565 $ 867 1,642,583 472 5,374 1,649,296 1,846,927 11,412,846 246,268 314,793 14,705,399 16 – – – 15 2 33 – – – 16 169,992 1,747,596 757,780 27,654 27,295 2,730,333 9,471 1,112 10,583 – 20,473 1,955 100,921 – – 123,349 3,199 – 3,199 16 190,465 1,749,551 858,701 27,654 27,295 2,853,682 12,670 1,112 13,782 12,612 1,122 13,734 575,825 970,904 9,442,704 200,948 227,775 11,418,156 24 1,825,682 6 785,946 34,090 32,655 2,678,403 Over-the-Counter1 Non clearing house Clearing house2 $ – $ 1,817,528 9,380,140 – – 11,197,668 – – – – – – – – 28,532 390,123 109,532 122,159 650,346 – 169,992 1,747,596 757,780 27,639 27,293 2,730,300 9,222 956 10,178 249 156 405 – 100 100 92,327 46,885 139,212 $ 11,207,946 $ 3,520,263 66,590 49,702 116,292 158,917 96,687 255,604 $ 1,324,414 $ 16,052,623 29,454 – 29,454 145,327 73,193 218,520 $ 1,805,298 $ 17,857,921 $ 14,328,813 188,371 96,687 285,058 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 derivative contracts Credit default swaps – protection purchased Credit default swaps – protection sold Total credit derivative contracts Other contracts Equity contracts Commodity contracts Total other contracts Total 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 for capital purposes and therefore receive preferential capital treatment compared to those settled with non-central clearing house counterparties. 3 As at October 31, 2019, includes $1,454 billion of OTC derivatives that are transacted with clearing houses (October 31, 2018 – $1,244 billion) and $352 billion of OTC derivatives that are transacted with non-clearing houses (October 31, 2018 – $337 billion). There were no exchange-traded derivatives both as at October 31, 2019 and October 31, 2018. 178 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS The following table distinguishes the notional amount of 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. Notional of Non-Trading Derivatives (millions of Canadian dollars) Derivatives held or issued for hedging (non-trading) purposes Interest rate contracts Foreign exchange contracts Credit derivative contracts Other contracts Total notional non-trading Interest rate contracts Foreign exchange contracts Credit derivative contracts Other contracts Total notional non-trading Derivatives in qualifying hedging relationships Fair value $ 337,374 – – – $ 337,374 $ 282,718 – – – $ 282,718 Cash fow1 $ 234,134 117,532 – 2,079 $ 353,745 $ 214,969 113,183 – 2,058 $ 330,210 $ Net investment1 – 1,292 – – $ 1,292 $ 1,646 1,249 – – $ 2,895 As at October 31, 2019 Derivatives not in qualifying hedging relationships $ 1,077,788 4,525 3,199 27,375 $ 1,112,887 Total $ 1,649,296 123,349 3,199 29,454 $ 1,805,298 October 31, 2018 $ 922,323 11,674 2,745 28,372 $ 965,114 $ 1,421,656 126,106 2,745 30,430 $ 1,580,937 1 Certain cross-currency swaps are executed using multiple derivatives, including interest rate swaps. These derivatives are used to hedge foreign exchange rate risk in cash flow hedges and net investment hedges. 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 Remaining Term-to-Maturity (millions of Canadian dollars) 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 derivative contracts Credit default swaps – protection purchased Credit default swaps – protection sold Total credit derivative contracts Other contracts Equity contracts Commodity contracts Total other contracts Total Within 1 year $ 672,570 1,793,862 4,455,050 183,359 230,502 7,335,343 16 177,645 1,714,371 260,392 23,596 23,195 2,199,215 2,066 133 2,199 Over 1 year to 5 years $ 211,995 53,065 5,042,224 50,575 72,996 5,430,855 – 12,719 32,812 442,131 3,788 3,823 495,273 4,316 704 5,020 Over 5 years $ – – 1,915,572 12,334 11,295 1,939,201 – 101 2,368 156,178 270 277 159,194 6,288 275 6,563 October 31 2019 As at October 31 2018 Total Total $ 884,565 1,846,927 11,412,846 246,268 314,793 14,705,399 $ 575,825 970,904 9,442,704 200,948 227,775 11,418,156 16 190,465 1,749,551 858,701 27,654 27,295 2,853,682 12,670 1,112 13,782 24 1,825,682 6 785,946 34,090 32,655 2,678,403 12,612 1,122 13,734 146,954 79,394 226,348 $ 9,763,105 41,404 16,460 57,864 $ 5,989,012 13 833 846 $ 2,105,804 188,371 96,687 285,058 $ 17,857,921 145,327 73,193 218,520 $ 14,328,813 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 179 Interest Rate Benchmark Reform The replacement of existing IBORs with alternative nearly risk-free rates (RFRs) is at different stages, and is progressing at different speeds, globally. Uncertainty exists related to timing and methods of transition for fnancial instruments affected by these changes, and also on whether some existing benchmarks will continue to be supported. The Bank’s hedging relationships have signifcant exposure to US LIBOR, EURIBOR and GBP LIBOR benchmark rates. Under IBOR reform, these benchmark rates may be subject to discontinuance, changes in methodology, or become illiquid when the adoption of RFRs as established benchmark rates increase. As a result of these developments, signifcant judgment is required in determining whether certain hedging relationships that hedge the variability of cash fows and interest rate or foreign exchange risk due to changes in IBORs continue to qualify for hedge accounting. As a result of the effects of IBOR reform, on September 26, 2019, the IASB issued Interest Rate Benchmark Reform, Amendments to IFRS 9, IAS 39 and IFRS 7 (“Interest Rate Benchmark Reform”); of which the Bank adopted the applicable amendments to IFRS 7 relating to hedge accounting and will apply the remaining amendments related to IAS 39 as and when applicable, to the Bank’s hedging relationships. Refer to Note 2 and Note 4 for more details. Impacted hedging relationships will continue to be monitored for each signifcant benchmark rate subject to potential RFR transition. As the new RFRs are likely to differ from the prior benchmark rates, new or revised hedging strategies may be required to better align derivative hedging instruments with hedged items. However, given the market uncertainty, the assessment of the impact on the Bank’s hedging strategies and its mitigation plans is in the early stages. The following table discloses the notional amount and average price of derivative instruments designated in qualifying hedge accounting relationships. Hedging Instruments by Remaining Term-to-Maturity (millions of Canadian dollars, except as noted) Notional Interest rate risk Interest rate swaps1 Notional – pay fxed Average fxed interest rate % Notional – received fxed Average fxed interest rate % Total notional – interest rate risk Foreign exchange risk2 Forward contracts Notional – USD/CAD Average FX forward rate Notional – EUR/CAD Average FX forward rate Notional – other Cross-currency swaps3,4 Notional – USD/CAD Average FX rate Notional – EUR/CAD Average FX rate Notional – GBP/CAD Average FX rate Notional – other currency pairs5 Total notional – foreign exchange risk Equity Price Risk Notional – equity forward contracts Total notional Within 1 year Over 1 year to 5 years $ 43,299 1.72 32,511 1.92 75,810 $ 118,366 1.85 162,263 2.19 280,629 784 1.31 3,001 1.52 1,292 12,149 1.26 5,509 1.48 341 1.74 8,718 31,794 279 1.32 12,434 1.62 – 35,023 1.30 14,660 1.50 4,692 1.70 12,423 79,511 Over 5 years $ 40,213 2.21 54,005 1.69 94,218 – – 1,574 1.75 – 2,283 1.32 3,305 1.48 – – 327 7,489 October 31 2019 As at October 31 2018 Total Total $ 201,878 $ 181,544 248,779 212,013 450,657 393,557 1,063 17,009 1,292 49,455 23,474 5,033 1,610 17,283 1,249 49,487 17,049 3,954 21,468 118,794 23,799 114,431 2,092 $ 109,696 – $ 360,140 – $ 101,707 2,092 $ 571,543 2,058 $ 510,046 1 The notional amount of interest rate swaps indexed to US LIBOR, EURIBOR, or GBP LIBOR, with a maturity date beyond December 31, 2021, is $173.5 billion as at October 31, 2019. These instruments are being monitored for the impact of IBOR reform. 2 Foreign currency denominated deposit liabilities are also used to hedge foreign exchange risk. As at October 31, 2019, the carrying value of these non-derivative hedging instruments was $23.9 billion (October 31, 2018 – $15.3 billion) designated under net investment hedges. 3 Cross-currency swaps may be used to hedge foreign exchange risk or a combination of interest rate risk and foreign exchange risk in a single hedge relationship. Both these types of hedges are disclosed under the Foreign exchange risk as the risk category. 4 Certain cross-currency swaps are executed using multiple derivatives, including interest rate swaps. The notional amount of these interest rate swaps, excluded from the above, is $120.9 billion as at October 31, 2019 (October 31, 2018 – $105.8 billion). As at October 31, 2019, the notional amount of cross-currency swaps and interest rate swaps indexed to US LIBOR, EURIBOR, or GBP LIBOR, with a maturity date beyond December 31, 2021, are $39.5 billion and $26.8 billion, respectively, and are being monitored for the impact of IBOR reform. 5 Includes derivatives executed to manage non-trading foreign currency exposures, when more than one currency is involved prior to hedging to the Canadian dollar, when the functional currency of the entity is not the Canadian dollar, or when the currency pair is not a significant exposure for the Bank. 180 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS 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 offcers responsible for the Bank’s trading and non-trading businesses 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 fnancial loss occurring as a result of the failure of a counterparty to meet its obligation to the Bank. The Capital Markets Risk Management group is responsible for implementing and ensuring compliance with credit policies established by the Bank for the management of derivative credit exposures. Credit Exposure of Derivatives1 (millions of Canadian dollars) 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, diversifcation 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 refected in the following table. Also shown in this table, is the current replacement cost, which is the positive fair value of all outstanding derivatives. The credit equivalent amount is the sum of the current replacement cost and the potential future exposure, which is calculated 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. Interest rate contracts Forward rate agreements Swaps Options purchased Total interest rate contracts Foreign exchange contracts Forward contracts Swaps 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 October 31, 2019 Current replacement cost Credit equivalent amount Risk- weighted amount Current replacement cost $ 31 3,210 133 3,374 434 1,961 1,812 48 4,255 6 151 383 540 8,169 n/a 8,169 n/a 8,169 3,085 $ 11,254 $ 536 9,635 459 10,630 2,555 14,286 10,288 363 27,492 634 5,706 3,083 9,423 47,545 n/a 47,545 n/a 47,545 12,967 $ 60,512 $ 449 1,809 102 2,360 375 1,635 1,183 83 3,276 149 667 627 1,443 7,079 n/a 7,079 n/a 7,079 349 $ 7,428 $ 21 11,630 508 12,159 17,605 – 21,218 486 39,309 3 3,043 1,101 4,147 55,615 34,205 21,410 8,884 12,526 155 $ 12,681 1 Effective November 1, 2018, the Bank implemented the standardized approach for counterparty credit risk (SA-CCR) in determining the calculation of current replacement costs, credit equivalent amount and RWA which includes the impact of master netting agreements and collateral. Prior period comparatives are based on previous methodology, under which these impacts were presented separately. As at October 31, 2018 Credit equivalent amount $ 56 15,557 776 16,389 35,543 – 40,942 1,029 77,514 358 7,383 2,546 10,287 104,190 54,039 50,151 9,602 40,549 14,332 $ 54,881 Risk- weighted amount $ 15 4,193 299 4,507 4,247 – 7,012 212 11,471 145 920 514 1,579 17,557 11,464 6,093 1,173 4,920 2,058 $ 6,978 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 181 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 2019 $ 2,416 1,836 1,279 $ 5,531 By location of risk Canada United States Other international United Kingdom Europe – other Other Total Other international Total current replacement cost Canada1 October 31 2018 $ 29,608 9,737 1,995 $ 41,340 October 31 2019 $ 80 43 1,531 $ 1,654 United States1 October 31 2018 Other international1 October 31 2018 October 31 2019 $ 930 102 359 $ 1,391 $ 245 221 518 $ 984 $ 7,104 4,704 1,076 $ 12,884 October 31 2019 $ 2,768 2,936 501 1,211 753 2,465 $ 8,169 October 31 2018 $ 3,898 4,887 487 2,183 1,071 3,741 $ 12,526 As at Total October 31 2018 $ 37,642 14,543 3,430 $ 55,615 43,089 $ 12,526 October 31 2018 % mix October 31 2019 $ 2,741 2,100 3,328 $ 8,169 n/a $ 8,169 October 31 2019 % mix 33.9% 36.0 6.1 14.8 9.2 30.1 100.0% 31.1% 39.0 3.9 17.4 8.6 29.9 100.0% 1 Based on geographic location of unit responsible for recording revenue. 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 rating of the Bank, either as counterparty or as guarantor of one of the Bank’s subsidiaries. At October 31, 2019, the aggregate net liability position of those contracts would require: (1) the posting of collateral or other acceptable remedy totalling $102 million (October 31, 2018 – $300 million) in the event of a one-notch or two-notch downgrade in the Bank’s senior debt rating; and (2) funding totalling $0.5 million (October 31, 2018 – $10 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 rating. N O T E 1 2 INVESTMENT IN ASSOCIATES AND JOINT VENTURES 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 credit rating of the Bank, to post additional collateral. As at October 31, 2019, the fair value of all derivative instruments with credit risk related contingent features in a net liability position was $11 billion (October 31, 2018 – $8 billion). The Bank has posted $13 billion (October 31, 2018 – $10 billion) of collateral for this exposure in the normal course of business. As at October 31, 2019, the impact of a one-notch downgrade in the Bank’s credit rating would require the Bank to post an additional $147 million (October 31, 2018 – $38 million) of collateral to that posted in the normal course of business. A two-notch downgrade in the Bank’s credit rating would require the Bank to post an additional $192 million (October 31, 2018 – $44 million) of collateral to that posted in the normal course of business. INVESTMENT IN TD AMERITRADE HOLDING CORPORATION The Bank has signifcant infuence over TD Ameritrade Holding Corporation (TD Ameritrade) and accounts for its investment in TD Ameritrade using the equity method. The Bank’s equity share in TD Ameritrade’s earnings, excluding dividends, is reported on a one-month lag basis. The Bank takes into account changes in the subsequent period that would signifcantly affect the results. As at October 31, 2019, the Bank’s reported investment in TD Ameritrade was 43.19% (October 31, 2018 – 41.61%) of the outstanding shares of TD Ameritrade with a fair value of $12 billion (US$9 billion) (October 31, 2018 – $16 billion (US$12 billion)) based on the closing price of US$38.38 (October 31, 2018 – US$51.72) on the New York Stock Exchange. During the year ended October 31, 2019, TD Ameritrade repurchased 21.5 million shares (for the year ended October 31, 2018 – 5.5 million shares). Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, 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, in the event that stock repurchases by TD Ameritrade cause the Bank’s ownership percentage to exceed 45%, the Bank has no absolute obligation to reduce its ownership percentage to 45%. In addition, stock repurchases by TD Ameritrade cannot result in the Bank’s ownership percentage exceeding 47%. In connection with TD Ameritrade’s acquisition of Scottrade Financial Services, Inc. (Scottrade) on September 18, 2017, TD Ameritrade issued 38.8 million shares, of which the Bank purchased 11.1 million pursuant to its pre-emptive rights. The Bank purchased the shares at a price of US$36.12. As a result of the share issuance, the Bank’s common stock ownership percentage in TD Ameritrade decreased and the Bank realized a dilution gain of $204 million recorded in Other Income on the Consolidated Statement of Income. Refer to Note 13 for a discussion on the acquisition of Scottrade Bank. 182 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Pursuant to the Stockholders Agreement in relation to the Bank’s equity investment in TD Ameritrade, the Bank has the right to designate fve of twelve members of TD Ameritrade’s Board of Directors. The Bank’s designated directors currently include the Bank’s Group President and Chief Executive Offcer and four independent directors of TD or TD’s U.S. subsidiaries. TD Ameritrade has no signifcant contingent liabilities to which the Bank is exposed. During the years ended October 31, 2019, and October 31, 2018, TD Ameritrade did not experience any signifcant restrictions to transfer funds in the form of cash dividends, or repayment of loans or advances. The condensed fnancial statements of TD Ameritrade, based on its consolidated fnancial statements, are included in the following tables. Condensed Consolidated Balance Sheets1 (millions of Canadian dollars) Assets Receivables from brokers, dealers, and clearing organizations Receivables from clients, net Other assets, net Total assets Liabilities Payable to brokers, dealers, and clearing organizations Payable to clients Other liabilities Total liabilities Stockholders’ equity2 Total liabilities and stockholders’ equity As at September 30 2019 September 30 2018 $ 3,212 27,156 27,303 $ 57,671 $ 4,357 35,650 6,205 46,212 11,459 $ 57,671 $ 1,809 29,773 17,811 $ 49,393 $ 3,923 30,126 4,809 38,858 10,535 $ 49,393 1 Customers’ securities are reported on a settlement date basis whereas 2 The difference between the carrying value of the Bank’s investment in the Bank reports customers’ securities on a trade date basis. TD Ameritrade and the Bank’s share of TD Ameritrade’s stockholders’ equity is comprised of goodwill, other intangibles, and the cumulative translation adjustment. Condensed Consolidated Statements of Income (millions of Canadian dollars, except as noted) Revenues Net interest revenue Fee-based and other revenue Total revenues Operating expenses Employee compensation and benefts Other Total operating expenses Other expense (income) Pre-tax income Provision for income taxes Net income1,2 Earnings per share – basic (Canadian dollars) Earnings per share – diluted (Canadian dollars) For the years ended September 30 2019 2018 2017 $ 2,036 5,947 7,983 1,756 2,245 4,001 94 3,888 957 $ 2,931 $ 5.27 5.26 $ 1,635 5,365 7,000 1,992 2,434 4,426 142 2,432 535 $ 1,897 $ 3.34 3.32 $ 903 3,923 4,826 1,260 1,639 2,899 95 1,832 686 $ 1,146 $ 2.17 2.16 1 The Bank’s equity share of net income of TD Ameritrade is based on the published consolidated financial statements of TD Ameritrade after converting into Canadian dollars and is subject to adjustments relating to the amortization of certain intangibles. 2 The Bank’s equity share in TD Ameritrade earnings for the year ended October 31, 2018 includes a net favourable adjustment of $41 million (US$32 million) primarily representing the Bank’s share of TD Ameritrade remeasurement of its deferred income tax balances as a result of the reduction in the U.S. federal corporate income tax rate. ’s 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, 2019, or October 31, 2018. The carrying amount of the Bank’s investment in individually immaterial associates and joint ventures during the period was $3.2 billion (October 31, 2018 – $3.0 billion). Individually immaterial associates and joint ventures consisted predominantly of investments in private funds or partnerships that make equity investments, provide debt fnancing 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. The Bank recorded an impairment loss during the year ended October 31, 2018 of $89 million representing the immediate impact of lower future tax deductions on Low Income Housing Tax Credit (LIHTC) investments as a result of the reduction in the U.S. federal corporate tax rate, which was recorded in Other income (loss) on the Consolidated Statement of Income. This impairment loss does not include losses taken upon tax credit-related investments including LIHTC on a normal course basis. Refer to Note 25 for further details on the reduction of the U.S. federal corporate tax rate. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 183 N O T E 1 3 SIGNIFICANT ACQUISITIONS AND DISPOSALS Agreement for Air Canada Credit Card Loyalty Program On January 10, 2019, the Bank’s long-term loyalty program agreement (the “Loyalty Agreement”) with Air Canada became effective in conjunction with Air Canada completing its acquisition of Aimia Canada Inc., which operates the Aeroplan loyalty business (the “Transaction”). Under the terms of the Loyalty Agreement, the Bank will become the primary credit card issuer for Air Canada’s new loyalty program when it launches in 2020 through to 2030. TD Aeroplan cardholders will become members of Air Canada’s new loyalty program and their miles will be transitioned when Air Canada’s new loyalty program launches in 2020. In connection with the Transaction, the Bank paid $622 million plus applicable sales tax to Air Canada, of which $547 million ($446 million after sales and income taxes) was recognized in Non-interest expenses – Other on the Consolidated Statement of Income, and $75 million was recognized as an intangible asset which will be amortized over the Loyalty Agreement term. In addition, the Bank prepaid $308 million plus applicable sales tax for the future purchase of loyalty points over a ten-year period. Acquisition of Greystone Managed Investments Inc. On November 1, 2018, the Bank acquired 100% of the outstanding equity of Greystone Capital Management Inc., the parent company of Greystone Managed Investments Inc. (“Greystone”) for consideration of $821 million, of which $479 million was paid in cash and $342 million was paid in the Bank’s common shares. The value of 4.7 million common shares issued as consideration was based on the volume weighted-average market price of the Bank’s common shares over the 10 trading day period immediately preceding the ffth business day prior to the acquisition date and was recorded based on market price at close. Common shares of $167 million issued to employee shareholders in respect of the purchase price are being held in escrow for two years post-acquisition, subject to their continued employment, and are being recorded as a compensation expense over the two-year escrow period. The acquisition was accounted for as a business combination under the purchase method. As at November 1, 2018, the acquisition contributed $165 million of assets and $46 million of liabilities. The excess of accounting consideration over the fair value of the identifable net assets has been allocated to customer relationship intangibles of $140 million, deferred tax liability of $37 million, and N O T E 1 4 GOODWILL AND OTHER INTANGIBLES goodwill of $432 million. Goodwill is not deductible for tax purposes. The results of the acquisition have been consolidated from the acquisition date and reported in the Canadian Retail segment. For the year ended October 31, 2019, the contribution of Greystone to the Bank’s revenue and net income was not signifcant. Acquisition of Scottrade Bank On September 18, 2017, the Bank acquired 100% of the outstanding equity of Scottrade Bank, a federal savings bank wholly-owned by Scottrade, for cash consideration of approximately $1.6 billion (US$1.4 billion). Scottrade Bank merged with TD Bank, N.A. In connection with the acquisition, TD agreed to accept sweep deposits from Scottrade clients, expanding the Bank’s existing sweep deposit activities. The acquisition is consistent with the Bank’s U.S. strategy. The acquisition was accounted for as a business combination under the purchase method. Goodwill of $34 million refects the excess of the consideration paid over the fair value of the identifable net assets. Goodwill is deductible for tax purposes. The results of the acquisition have been consolidated with the Bank’s results and are reported in the U.S. Retail segment. For the year ended October 31, 2017, the contribution of Scottrade Bank to the Bank’s revenue and net income was not signifcant nor would it have been signifcant if the acquisition had occurred as of November 1, 2016. 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 Cash and due from banks Securities Loans Other assets Less: Liabilities assumed Deposits Other liabilities Fair value of identifable net assets acquired Goodwill Total purchase consideration Amount 750 $ 14,474 5,284 149 20,657 18,992 57 1,608 34 $ 1,642 The recoverable amount of the Bank’s CGUs 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 recoverable amount of CGUs, and the use of different assumptions and estimates in the calculations could infuence 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, assumptions 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 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 capital was approximately $14.6 billion and primarily related to treasury assets and excess capital managed within the Corporate segment. The Bank’s capital oversight committees provide oversight to the Bank’s capital allocation methodologies. Key Assumptions The recoverable amount of each CGU or group of CGUs has been determined based on its estimated value-in-use. In assessing value-in-use, estimated future cash fows 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 refect current market assessments of the risks specifc to each group of CGUs and are dependent on the risk profle and capital requirements of each group of CGUs. 184 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Terminal Value The earnings included in the goodwill impairment testing for each operating segment were based on the Bank’s internal forecast, which projects expected cash fows over the next fve years. Beyond the Bank’s internal forecast, cash fows were assumed to grow at a steady terminal growth rate. Terminal growth rates were based on the expected long-term growth of gross domestic product and infation and ranged from 2.0% to 4.0% (2018 – 2.0% to 4.0%). The pre-tax terminal multiples for the period after the Bank’s internal forecast were consistent with observable multiples of comparable fnancial institutions and ranged from 9 times to 13 times (2018 – 9 times to 14 times). In considering the sensitivity of the key assumptions discussed above, management determined that a reasonable change in any of the above would not result in the recoverable amount of any of the groups of CGUs to be less than their carrying amount. Goodwill by Segment (millions of Canadian dollars) Carrying amount of goodwill as at November 1, 2017 Additions Foreign currency translation adjustments and other Carrying amount of goodwill as at October 31, 2018 Additions Foreign currency translation adjustments and other Carrying amount of goodwill as at October 31, 20192 Pre-tax discount rates 2018 2019 1 Goodwill predominantly relates to U.S. personal and commercial banking. 2 Accumulated impairment as at October 31, 2019 was nil (October 31, 2018 – nil). OTHER INTANGIBLES The following table presents details of other intangibles as at October 31. Canadian Retail $ 2,303 82 18 $ 2,403 432 1 $ 2,836 U.S. Retail1 $ 13,693 – 280 $ 13,973 – 7 $ 13,980 Wholesale Banking $ 160 – – $ 160 – – $ 160 Total $ 16,156 82 298 $ 16,536 432 8 $ 16,976 9.7–10.7% 9.7–11.0 10.1–11.8% 9.6–11.8 12.2% 12.7 Core deposit intangibles Credit card related intangibles Internally generated software Other software Other intangibles Other Intangibles (millions of Canadian dollars) Cost As at November 1, 2017 Additions Disposals Fully amortized intangibles Foreign currency translation adjustments and other As at October 31, 2018 Additions Disposals Fully amortized intangibles Foreign currency translation adjustments and other As at October 31, 2019 Amortization and impairment As at November 1, 2017 Disposals Impairment losses Amortization charge for the year Fully amortized intangibles Foreign currency translation adjustments and other As at October 31, 2018 Disposals Impairment losses Amortization charge for the year Fully amortized intangibles Foreign currency translation adjustments and other As at October 31, 2019 Net Book Value: As at October 31, 2018 As at October 31, 2019 $ 2,523 – – – 52 $ 2,575 – – – 1 $ 2,576 $ 2,260 – – 96 – 48 $ 2,404 – – 76 – 1 $ 2,481 $ 171 95 $ 756 – – – 3 $ 759 83 – – – $ 842 $ 442 – – 98 – 2 $ 542 – – 86 – – $ 628 $ 217 214 $ 2,549 567 (82) (275) 1 $ 2,760 541 (40) (322) (12) $ 2,927 $ 888 (11) – 423 (275) 6 $ 1,031 (14) 4 474 (322) (6) $ 1,167 $ 308 87 (2) (89) (4) $ 300 63 – (79) 11 $ 295 $ 180 (2) 5 78 (89) 12 $ 184 – – 82 (79) 4 $ 191 $ 565 14 – – 7 $ 586 163 – – (6) $ 743 $ 313 – – 44 – 3 $ 360 – 1 58 – (6) $ 413 Total $ 6,701 668 (84) (364) 59 $ 6,980 850 (40) (401) (6) $ 7,383 $ 4,083 (13) 5 739 (364) 71 $ 4,521 (14) 5 776 (401) (7) $ 4,880 $ 1,729 1,760 $ 116 104 $ 226 330 $ 2,459 2,503 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 185 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 Assets (millions of Canadian dollars) Cost As at November 1, 2017 Additions Disposals Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2018 Additions Acquisitions through business combinations Disposals Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2019 Accumulated depreciation and impairment/losses As at November 1, 2017 Depreciation charge for the year Disposals Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2018 Depreciation charge for the year Disposals Fully depreciated assets Foreign currency translation adjustments and other As at October 31, 2019 Net Book Value: As at October 31, 2018 As at October 31, 2019 N O T E 1 6 OTHER ASSETS Other Assets (millions of Canadian dollars) Accounts receivable and other items Accrued interest Current income tax receivable Defned beneft asset Insurance-related assets, excluding investments Prepaid expenses Total N O T E 1 7 DEPOSITS Land Buildings Computer equipment Furniture, fxtures, and other depreciable assets Leasehold improvements $ 969 2 (5) – 5 $ 971 30 – (2) – (12) $ 987 $ $ $ – – – – – – – – – – – $ 3,315 164 (37) (90) 26 $ 3,378 194 – (29) (45) (10) $ 3,488 $ 1,151 120 (14) (90) 6 $ 1,173 120 (19) (45) (11) $ 1,218 $ 853 141 (13) (143) (9) $ 829 259 – (119) (156) – $ 813 $ 433 170 (13) (143) 2 $ 449 168 (85) (156) 1 $ 377 $ 1,285 134 (44) (69) 9 $ 1,315 147 1 (35) (63) (14) $ 1,351 $ 552 128 (22) (69) 16 $ 605 138 (31) (63) (1) $ 648 $ 1,884 160 (33) (57) 39 $ 1,993 227 2 (48) (53) 18 $ 2,139 $ 857 158 (32) (57) 9 $ 935 179 (38) (53) (1) $ 1,022 Total $ 8,306 601 (132) (359) 70 $ 8,486 857 3 (233) (317) (18) $ 8,778 $ 2,993 576 (81) (359) 33 $ 3,162 605 (173) (317) (12) $ 3,265 $ 971 987 $ 2,205 2,270 $ 380 436 $ 710 703 $ 1,058 1,117 $ 5,324 5,513 October 31 2019 $ 9,069 2,479 2,468 13 1,761 1,297 $ 17,087 As at October 31 2018 $ 8,938 2,343 1,614 113 1,638 950 $ 15,596 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. Term deposits are those payable on a fxed date of maturity purchased by customers to earn interest over a fxed period. The terms are from one day to ten years. The deposits are generally term deposits, guaranteed investment certifcates, senior debt, and similar instruments. The aggregate amount of term deposits in denominations of $100,000 or more as at October 31, 2019 was $309 billion (October 31, 2018 – $293 billion). Certain deposit liabilities are classifed as Trading deposits on the Consolidated Balance Sheet and accounted for at fair value with the change in fair value recognized on the Consolidated Statement of Income. 186 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Certain deposits have been designated at FVTPL on the Consolidated Balance Sheet to reduce an accounting mismatch from related economic hedges. These deposits are accounted for at fair value with the change in fair value recognized on the Consolidated Statement of Income, except for the amount of change in fair value attributable to changes in the Bank’s own credit risk, which is recognized on the Consolidated Statement of Comprehensive Income. For deposits designated at FVTPL, the estimated amount that the Bank would be contractually required to pay at maturity, which is based on notional amounts, was $328 million less than its fair value as at October 31, 2019. Deposits (millions of Canadian dollars) Personal Banks2 Business and government3,4 Trading2 Designated at fair value through proft or loss2,5 Total Non-interest-bearing deposits included above In domestic offces In foreign offces Interest-bearing deposits included above In domestic offces In foreign offces U.S. federal funds deposited2 Total3,6 Demand $ 14,105 7,969 81,913 – – $ 103,987 Notice $ 431,319 385 139,625 – – $ 571,329 By Type Term1 $ 58,006 8,397 145,258 26,885 105,100 $ 343,646 By Country October 31 October 31 2018 2019 As at Canada United States $ 269,128 95 96,357 2,120 52,890 $ 420,590 $ 234,278 11,919 267,193 16,817 44,288 $ 574,495 Total International $ 503,430 24 $ 16,751 4,737 366,796 3,246 26,885 7,948 105,100 7,922 $ 23,877 $ 1,018,962 Total $ 477,644 16,712 357,083 114,704 – $ 966,143 $ 43,887 53,381 $ 42,402 54,488 530,608 391,076 10 $ 1,018,962 505,295 362,890 1,068 $ 966,143 1 Includes $16,589 million (October 31, 2018 – $53 million) of senior debt which is subject to the bank recapitalization “bail-in” regime. This regime provides certain statutory powers to the Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into common shares in the event that the Bank becomes non-viable. 2 Includes deposits and advances with the Federal Home Loan Bank. 3 As at October 31, 2019, includes $40 billion relating to covered bondholders (October 31, 2018 – $36 billion) and $1 billion (October 31, 2018 – $2 billion) due to Trust IV. 4 Trust IV redeemed all of the outstanding TD Capital Trust IV Notes – Series 1 on June 30, 2019. 5 Financial liabilities designated at FVTPL consist of deposits designated at FVTPL and $31 million (October 31, 2018 – $16 million) of loan commitments and financial guarantees designated at FVTPL. 6 As at October 31, 2019, includes deposits of $580 billion (October 31, 2018 – $548 billion) denominated in U.S. dollars and $52 billion (October 31, 2018 – $55 billion) denominated in other foreign currencies. Term Deposits by Remaining Term-to-Maturity (millions of Canadian dollars) As at October 31 2019 October 31 2018 Personal Banks Business and government Trading Designated at fair value through proft or loss Total Term Deposits due within a Year (millions of Canadian dollars) Personal Banks Business and government Trading Designated at fair value through proft or loss Total Within 1 year $ 38,941 8,387 57,346 18,819 104,744 $ 228,237 Over 1 year to 2 years $ 9,374 – 34,130 2,430 356 $ 46,290 Over 2 years to 3 years Over 3 years to 4 years $ 6,168 – 14,190 2,073 – $ 22,431 $ 1,863 3 15,939 851 – $ 18,656 Over 4 years to 5 years $ 1,639 – 16,059 1,090 – $ 18,788 Over 5 years Total Total $ 21 7 7,594 1,622 – $ 9,244 $ 58,006 8,397 145,258 26,885 105,100 $ 343,646 $ 53,064 8,784 150,618 114,704 – $ 327,170 Over 3 months to 6 months Over 6 months to 12 months October 31 2019 As at October 31 2018 Total Total $ 9,459 150 7,569 4,166 15,798 $ 15,274 7 21,152 5,791 41,403 $ 38,941 8,387 57,346 18,819 104,744 $ 32,928 8,773 66,492 109,256 – Within 3 months $ 14,208 8,230 28,625 8,862 47,543 $ 107,468 $ 37,142 $ 83,627 $ 228,237 $ 217,449 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 187 N O T E 1 8 OTHER LIABILITIES Other Liabilities1 (millions of Canadian dollars) Accounts payable, accrued expenses, and other items Accrued interest Accrued salaries and employee benefts Cheques and other items in transit Current income tax payable Deferred tax liabilities Defned beneft liability Liabilities related to structured entities Provisions Total 1 Certain comparative amounts have been reclassified to conform with the presentation adopted in the current period. N O T E 1 9 SUBORDINATED NOTES AND DEBENTURES October 31 2019 $ 5,229 1,393 3,245 1,042 169 193 2,781 5,857 1,095 $ 21,004 As at October 31 2018 $ 4,958 1,283 3,344 454 84 175 1,747 5,627 1,502 $ 19,174 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 modifcations of subordinated debentures 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 May 26, 2025 June 24, 20252 September 30, 20252 September 14, 20282 July 25, 20292 March 4, 20312 September 15, 20312 January 26, 20322 Total 1 Interest rate is for the period to but excluding the earliest par redemption date, and thereafter, it will be reset at a rate of 3-month Bankers’ Acceptance rate plus the reset spread noted. 2 Non-viability contingent capital (NVCC). The subordinated notes and debentures qualify as regulatory capital under OSFI’s Capital Adequacy Requirements (CAR) guideline. If a NVCC conversion were to occur in accordance with the NVCC Provisions, the maximum number of common shares that could be issued based on the formula for conversion set out in the respective prospectus supplements, assuming there is no declared and unpaid interest on the respective subordinated notes, would be 450 million for the 2.692% subordinated debentures due June 24, 2025, 300 million for the 2.982% subordinated debentures due September 30, 2025, 525 million for the 3.589% subordinated debentures due September 14, 2028, 450 million for the 3.224% subordinated debentures due July 25, 2029, 375 million for the 4.859% subordinated debentures due March 4, 2031, 450 million for the 3.625% subordinated debentures due Interest rate (%) Reset spread (%) Earliest par redemption date October 31 2019 October 31 2018 As at 9.150 2.6921 2.9821 3.5891 3.2241 4.8591 3.6253 3.0601 n/a 1.2101 1.8301 1.0601 1.2501 3.4901 2.2053 1.3301 – June 24, 2020 September 30, 2020 September 14, 2023 July 25, 2024 March 4, 2026 September 15, 2026 January 26, 20274 $ 198 1,496 996 1,738 1,509 1,206 1,842 1,740 $ 10,725 $ 198 1,474 982 1,711 1,427 1,124 1,824 – $ 8,740 September 15, 2031 (assuming a Canadian to U.S. dollar exchange rate of 1.00), and 525 million for the 3.060% subordinated debentures due January 26, 2032. 3 Interest rate is for the period to but excluding the earliest par redemption date, and thereafter, it will be reset at a rate of 5-year Mid-Swap Rate plus the reset spread noted. 4 On June 25, 2019, the Bank issued $1.75 billion of NVCC medium-term notes constituting subordinated indebtedness of the Bank (the “Notes”). The Notes will bear interest at a fixed rate of 3.060% per annum (paid semi-annually) until January 26, 2027, and at the three-month Bankers’ Acceptance rate plus 1.33% thereafter (paid quarterly) until maturity on January 26, 2032. With the prior approval of OSFI, the Bank may, at its option, redeem the Notes on or after January 26, 2027, in whole or in part, at par plus accrued and unpaid interest. Not more than 60 nor less than 30 days’ notice is required to be given to the Notes’ holders for such redemptions. The total change in subordinated notes and debentures for the year ended October 31, 2019 primarily relates to the issuance and redemption of subordinated debentures, foreign exchange translation, and the basis adjustment for fair value hedges. 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 As at October 31 2019 October 31 2018 $ – – – – 10,725 $ 10,725 $ – – – – 8,740 $ 8,740 188 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS N O T E 2 0 CAPITAL TRUST SECURITIES The Bank issued innovative capital securities through two structured entities: Trust III and Trust IV. TD CAPITAL TRUST III SECURITIES – SERIES 2008 On September 17, 2008, Trust III, a closed-end trust, issued TD CaTS III. The proceeds from the issuance were invested in trust assets purchased from the Bank. On December 31, 2018, Trust III redeemed all of the outstanding TD CaTS III at a price of $1 billion plus the unpaid distribution payable on the redemption date. TD CaTS III were reported on the Consolidated Balance Sheet as Non-controlling interests in subsidiaries. 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. On June 30, 2019, Trust IV redeemed all of the outstanding TD CaTS IV – 1. Each TD CaTS IV − 2 may be automatically exchanged into non-cumulative 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 signifcant 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. TD announced on February 7, 2011, that, based on OSFI’s February 4, 2011 Advisory which outlined OSFI’s expectations 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. 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 yield At the option of the issuer October 31 2019 October 31 2018 Redemption date As at 1,000 June 30, Dec. 31 7.243%1 Dec. 31, 20132 $ – $ 993 550 450 750 1,750 June 30, Dec. 31 June 30, Dec. 31 June 30, Dec. 31 9.523%3 10.000%5 6.631%7 June 30, 20144 June 30, 20146 Dec. 31, 20146 – 450 750 $ 1,200 550 450 750 $ 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 December 31, 2018, Trust III, a subsidiary of the Bank, redeemed all of the 6 On or after the redemption date, Trust IV may, with regulatory approval, redeem outstanding TD CaTS III at a price of $1 billion plus the unpaid distribution payable on the redemption date. 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 June 30, 2019, Trust IV redeemed all of the outstanding $550 million TD CaTS IV – 1 at a redemption price of 100% of the principal amount plus any accrued and unpaid interest payable on the date of redemption. the 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. 7 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%. N O T E 2 1 EQUITY COMMON SHARES The Bank is authorized by its shareholders to issue an unlimited number of common shares, without par value, for unlimited consideration. 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. All preferred shares include NVCC Provisions, necessary for the preferred shares to qualify as regulatory capital under OSFI’s 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 189 The following table summarizes the shares issued and outstanding and treasury shares held as at October 31. Common and Preferred Shares Issued and Outstanding and Treasury Shares Held (millions of shares and millions of Canadian dollars) October 31, 2019 October 31, 2018 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 Shares issued in connection with acquisitions1 Purchase of shares for cancellation and other Balance as at end of year – common shares Preferred Shares – Class A2 Series 1 Series 3 Series 5 Series 7 Series 9 Series 11 Series 12 Series 14 Series 16 Series 18 Series 20 Series 22 Series 24 Balance as at end of year – preferred shares Treasury shares – common3 Balance as at beginning of year Purchase of shares Sale of shares Balance as at end of year – treasury shares – common Treasury shares – preferred3 Balance as at beginning of year Purchase of shares Sale of shares Balance as at end of year – treasury shares – preferred Number of shares 1,830.4 2.3 4.8 5.0 (30.0) 1,812.5 20.0 20.0 20.0 14.0 8.0 6.0 28.0 40.0 14.0 14.0 16.0 14.0 18.0 232.0 2.1 132.3 (133.8) 0.6 0.3 7.0 (7.0) 0.3 Amount $ 21,221 124 357 366 (355) $ 21,713 $ 500 500 500 350 200 150 700 1,000 350 350 400 350 450 $ 5,800 $ $ $ $ (144) (9,782) 9,885 (41) (7) (151) 152 (6) Number of shares 1,842.5 2.9 5.0 – (20.0) 1,830.4 20.0 20.0 20.0 14.0 8.0 6.0 28.0 40.0 14.0 14.0 16.0 – – 200.0 2.9 110.6 (111.4) 2.1 0.3 5.2 (5.2) 0.3 Amount $ 20,931 152 366 – (228) $ 21,221 $ 500 500 500 350 200 150 700 1,000 350 350 400 – – $ 5,000 $ $ $ $ (176) (8,295) 8,327 (144) (7) (129) 129 (7) 1 Includes 4.7 million shares issued for $342 million that form part of the consideration paid for Greystone, as well as 0.3 million shares issued for $24 million as share-based compensation to replace share-based payment awards of Greystone. Refer to Note 13 for a discussion on the acquisition of Greystone. 2 All series of preferred shares – Class A include NVCC Provisions and qualify as regulatory capital under OSFI’s CAR guideline. If a NVCC conversion were to occur in accordance with the NVCC Provisions, the maximum number of common shares that could be issued based on the formula for conversion set out in the respective terms and conditions applicable to each Series of shares, assuming there are no declared and unpaid dividends on the respective Series of shares at the time of conversion, as applicable, would be 100 million for Series 1, 100 million for Series 3, 100 million for Series 5, 70 million for Series 7, 40 million for Series 9, 30 million for Series 11, 140 million for Series 12, 200 million for Series 14, 70 million for Series 16, 70 million for Series 18, 80 million for Series 20, 70 million for Series 22, and 90 million for Series 24. 3 When the Bank purchases its own shares as part of its trading business, they are classified as treasury shares and the cost of these shares is recorded as a reduction in equity. 190 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Preferred Shares Terms and Conditions NVCC Fixed Rate Preferred Shares Series 11 NVCC Rate Reset Preferred Shares3 Series 14 Series 35 Series 5 Series 7 Series 9 Series 12 Series 14 Series 16 Series 18 Series 20 Series 22 Series 24 Issue date Annual yield (%)1 Reset spread (%)1 Next redemption/ conversion date1 Convertible into1 July 21, 2015 June 4, 2014 July 31, 2014 December 16, 2014 March 10, 2015 April 24, 2015 January 14, 2016 September 8, 2016 July 14, 2017 March 14, 2018 September 13, 2018 January 28, 2019 June 4, 2019 4.9 3.662 3.681 3.75 3.6 3.7 5.5 4.85 4.50 4.70 4.75 5.20 5.10 n/a October 31, 20202 n/a 2.24 2.27 2.25 2.79 2.87 4.66 4.12 3.01 2.70 2.59 3.27 3.56 October 31, 2024 July 31, 2024 January 31, 2020 July 31, 2020 October 31, 2020 April 30, 2021 October 31, 2021 October 31, 2022 April 30, 2023 October 31, 2023 April 30, 2024 July 31, 2024 Series 2 Series 4 Series 6 Series 8 Series 10 Series 13 Series 15 Series 17 Series 19 Series 21 Series 23 Series 25 1 Non-cumulative preferred dividends for each Series are payable quarterly, as and 4 On October 16, 2019, the Bank announced that none of its 20 million Non- when declared by the Board of Directors. The dividend rate of the Rate Reset Preferred Shares will reset on the next redemption/conversion date and every 5 years thereafter to equal the then 5-year Government of Canada bond yield plus the reset spread noted. Rate Reset Preferred Shares are convertible to the corresponding Series of Floating Rate Preferred Shares, and vice versa. If converted into a Series of Floating Rate Preferred Shares, the dividend rate for the quarterly period will be equal to the then 90-day Government of Canada Treasury bill yield plus the reset spread noted. 2 Subject to regulatory consent, redeemable on or after October 31, 2020, at a redemption price of $26, and thereafter, at a declining redemption price. 3 Subject to regulatory consent, redeemable on the redemption date noted and every 5 years thereafter, at $25 per share. Convertible on the conversion date noted and every 5 years thereafter if not redeemed. If converted, the holders have the option to convert back to the original Series of preferred shares every 5 years. NORMAL COURSE ISSUER BID On October 24, 2019, the Bank announced that, subject to the approval of OSFI and the Toronto Stock Exchange (TSX), it intends to terminate its current normal course issuer bid (Current NCIB) and launch a new normal course issuer bid (New NCIB) to repurchase for cancellation up to 30 million of its common shares. The Current NCIB to repurchase up to 20 million common shares commenced on June 18, 2019 and is scheduled to terminate on June 17, 2020 unless terminated earlier in accordance with its terms. The Bank has repurchased all 20 million of its common shares under the Current NCIB, at an average price of $75.35 per share for a total amount of $1.5 billion. During the year ended October 31, 2019, the Bank repurchased an aggregate of 30 million common shares under the Current NCIB and a prior NCIB, at an average price of $74.48 per share, for a total amount of $2.2 billion. During the year ended October 31, 2018, the Bank repurchased 20 million common shares under its then current NCIB at an average price of $75.07 per share for a total amount of $1.5 billion. 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 fve 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, 4.8 million common shares at a discount of 0% were issued from the Bank’s treasury (2018 – 5.0 million common shares at a discount of 0%) under the dividend reinvestment plan. Cumulative 5-Year Rate Reset Preferred Shares NVCC, Series 1 (the “Series 1 Shares”) would be converted on October 31, 2019, into Non-Cumulative Floating Rate Preferred Shares NVCC, Series 2. As previously announced on October 1, 2019, the dividend rate for the Series 1 Shares for the 5-year period from and including October 31, 2019, but excluding October 31, 2024, will be 3.662%. 5 On July 18, 2019, the Bank announced that none of its 20 million Non-Cumulative 5-Year Rate Reset Preferred Shares NVCC, Series 3 (the “Series 3 Shares”) would be converted on July 31, 2019, into Non-Cumulative Floating Rate Preferred Shares NVCC, Series 4. As previously announced on July 2, 2019, the dividend rate for the Series 3 Shares for the 5-year period from and including July 31, 2019, but excluding July 31, 2024, will be 3.681%. 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 Trust IV fails to pay interest in full to holders of its trust securities, 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. NON-CONTROLLING INTERESTS IN SUBSIDIARIES The following are included in non-controlling interests in subsidiaries of the Bank. (millions of Canadian dollars) TD Capital Trust III Securities – Series 20081 Total As at October 31 2019 October 31 2018 $ $ – – $ 993 $ 993 1 On December 31, 2018, Trust III, a subsidiary of the Bank, redeemed all of the outstanding TD CaTS III at a price of $1 billion plus the unpaid distribution payable on the redemption date. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 191 N O T E 2 2 INSURANCE INSURANCE REVENUE AND EXPENSES Insurance revenue and expenses are presented on the Consolidated Statement of Income under insurance revenue and insurance claims and related expenses, respectively, net of impact of reinsurance. This includes the results of property and casualty insurance, life and health insurance, as well as reinsurance assumed and ceded in Canada and internationally. 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 2019 were $123 million (2018 – $130 million; 2017 – $127 million). For the years ended October 31 2019 2018 2017 $ 4,632 915 3,717 565 4,282 2,987 200 $ 2,787 $ 4,398 915 3,483 562 4,045 2,676 232 $ 2,444 $ 4,132 915 3,217 543 3,760 2,381 135 $ 2,246 RECONCILIATION OF CHANGES IN INSURANCE LIABILITIES Insurance-related liabilities are comprised of provision for unpaid claims (section (a) below), unearned premiums (section (b) below) and other liabilities (section (c) below). (a) Movement in Provision for Unpaid Claims The following table presents movements in the property and casualty insurance 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 reinsurance/other recoverables Balance as at end of year October 31, 2019 October 31, 2018 Reinsurance/ Other recoverable $ 160 – (2) 1 (1) (2) – (26) (26) 9 $ 141 Gross $ 4,812 2,727 (410) 95 (7) 2,405 (1,239) (1,147) (2,386) 9 $ 4,840 Net $ 4,652 2,727 Gross $ 4,965 2,673 (408) (460) 94 (6) 2,407 (1,239) (1,121) (2,360) – $ 4,699 (78) (19) 2,116 (1,238) (1,023) (2,261) (8) $ 4,812 Reinsurance/ Other recoverable $ 192 42 (6) – (1) 35 (15) (44) (59) (8) $ 160 Net $ 4,773 2,631 (454) (78) (18) 2,081 (1,223) (979) (2,202) – $ 4,652 (b) Movement in Unearned Premiums The following table presents movements in the property and casualty insurance 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, 2019 October 31, 2018 Gross Reinsurance Net Gross Reinsurance $ 1,674 3,528 (3,333) $ 1,869 $ 19 105 (107) $ 17 $ 1,655 3,423 (3,226) $ 1,852 $ 1,581 3,185 (3,092) $ 1,674 $ – 114 (95) $ 19 Net $ 1,581 3,071 (2,997) $ 1,655 192 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS (c) Other Movements in Insurance Liabilities Other insurance liabilities, which include actuarial liabilities on life and health insurance and other contractual liabilities related to insurance contracts, were $211 million as at October 31, 2019 (October 31, 2018 – $212 million). PROPERTY AND CASUALTY CLAIMS DEVELOPMENT The following table shows the estimates of cumulative claims incurred, including IBNR, with subsequent developments during the periods and together with cumulative payments to date. The original reserve estimates are evaluated monthly for redundancy or defciency. 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. Incurred Claims by Accident Year (millions of Canadian dollars) Net ultimate claims cost at end of accident year Revised estimates One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Current estimates of cumulative claims Cumulative payments to date Net undiscounted provision for unpaid claims Effect of discounting Provision for adverse deviation Net provision for unpaid claims 2010 and prior 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident year $ 3,998 $ 1,724 $ 1,830 $ 2,245 $ 2,465 $ 2,409 $ 2,438 $ 2,425 $ 2,631 $ 2,727 4,119 4,368 4,584 4,560 4,603 4,537 4,488 4,473 4,431 4,431 (4,290) 1,728 1,823 1,779 1,768 1,739 1,702 1,696 1,675 – 1,675 (1,633) 1,930 1,922 1,885 1,860 1,818 1,793 1,761 – – 1,761 (1,680) 2,227 2,191 2,158 2,097 2,047 2,004 – – – 2,004 (1,882) 2,334 2,280 2,225 2,147 2,084 – – – – 2,084 (1,867) 2,367 2,310 2,234 2,162 – – – – – 2,162 (1,794) 2,421 2,307 2,615 – 2,334 2,258 – – 2,264 – – – – – – – – – – – – – – – – – – 2,615 (1,710) 2,264 (1,708) 2,258 (1,569) – – – – – – – – – 2,727 (1,239) 141 42 81 122 217 368 556 689 905 1,488 $ 4,609 (318) 408 $ 4,699 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 when actuarial liabilities are determined. Such assumptions require a signifcant 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 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. 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 other 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 signifcant 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 fnal 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) Impact of a 1% change in key assumptions Discount rate Increase in assumption Decrease in assumption Margin for adverse deviation Increase in assumption Decrease in assumption Impact of a 5% change in key assumptions Frequency of claims Increase in assumption Decrease in assumption Severity of claims Increase in assumption Decrease in assumption October 31, 2019 Impact on net income (loss) before income taxes Impact on equity $ 122 (131) (45) 45 $ (52) 52 (220) 220 $ 89 (96) (33) 33 $ (38) 38 (161) 161 As at October 31, 2018 Impact on net income (loss) before income taxes Impact on equity $ 121 (129) (45) 45 $ (41) 41 (210) 210 $ 88 (95) (33) 33 $ (30) 30 (153) 153 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 193 For life and health insurance, the processes used to determine critical assumptions are as follows: • Mortality, morbidity, and lapse assumptions are based on industry and historical company data. turn largely achieved through diversifcation by line of business and geographical areas. For automobile insurance, legislation is in place at a provincial level and this creates differences in the benefts provided among the provinces. • Expense assumptions are based on an annually updated expense As at October 31, 2019, for the property and casualty insurance 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 signifcant to the Bank’s Consolidated Financial Statements. CONCENTRATION OF INSURANCE RISK Concentration risk is the risk resulting from large exposures 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, by 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 business, 66.0% of net written premiums were derived from automobile policies (October 31, 2018 – 66.2%) followed by residential with 33.5% (October 31, 2018 – 33.3%). The distribution by provinces show that business is mostly concentrated in Ontario with 53.9% of net written premiums (October 31, 2018 – 55.0%). The Western provinces represented 31.2% (October 31, 2018 – 30.4%), followed by the Atlantic provinces with 8.8% (October 31, 2018 – 8.5%), and Québec at 6.1% (October 31, 2018 – 6.0%). Concentration risk is not a major concern for the life and health insurance business as it does not have a material level of regional specifc characteristics like those exhibited in the property and casualty insurance business. Reinsurance is used to limit the liability on a single claim. Concentration risk is further limited by diversifcation 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 3 SHARE-BASED COMPENSATION STOCK OPTION PLAN The Bank maintains a stock option program for certain key employees. Options on common shares are periodically granted to eligible employees of the Bank under the plan for terms of 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 fxed price equal to the closing market price of the shares on the day prior to the date the options were issued. Under this plan, 16 million common shares have been reserved for future issuance (October 31, 2018 – 18 million). The outstanding options expire on various dates to December 12, 2028. The following table summarizes the Bank’s stock option activity and related information, adjusted to refect the impact of the stock dividend 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 2019 Weighted- average of shares exercise price Number 13.1 2.2 (2.3) (0.2) 12.8 4.7 $ 53.12 69.39 44.07 66.59 $ 57.35 $ 44.77 2018 Weighted- average exercise price $ 48.17 72.64 41.21 60.46 $ 53.12 $ 40.61 Number of shares 14.3 1.9 (3.0) (0.1) 13.1 4.7 2017 Weighted- average exercise price $ 44.18 65.75 38.59 54.58 $ 48.17 $ 38.00 Number of shares 15.4 2.0 (3.0) (0.1) 14.3 5.4 The weighted-average share price for the options exercised in 2019 was $74.15 (2018 – $74.99; 2017 – $67.79). The following table summarizes information relating to stock options outstanding and exercisable as at October 31, 2019. Range of Exercise Prices (millions of shar es and Canadian dollars) $32.99 – $36.64 $40.54 – $47.59 $52.46 – $53.15 $65.75 – $69.39 $72.64 Options outstanding Options exercisable Number of shares outstanding Weighted- average remaining contractual life (years) Weighted- average exercise price Number of shares exercisable Weighted- average exercise price 1.2 2.1 3.7 4.0 1.8 1.7 3.5 5.6 8.1 8.0 36.58 44.22 52.88 67.67 72.64 1.2 2.1 1.4 – – 36.58 44.22 52.46 – – 194 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS For the year ended October 31, 2019, the Bank recognized compensation expense for stock option awards of $11.1 million (October 31, 2018 – $11.5 million; October 31, 2017 – $14.8 million). For the year ended October 31, 2019, 2.2 million (October 31, 2018 – 1.9 million; October 31, 2017 – 2.0 million) options were granted by the Bank at a weighted-average fair value of $5.64 per option (2018 – $6.28 per option; 2017 – $5.81 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 the Fair Value of Options (in Canadian dollars, except as noted) 2019 2018 2017 Risk-free interest rate Expected option life Expected volatility1 Expected dividend yield Exercise price/share price 2.03% 1.71% 1.24% 6.3 years 6.3 years 6.3 years 12.64% 3.48% 13.91% 3.50% 14.92% 3.47% $ 69.39 $ 72.64 $ 65.75 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 fnal number of performance share units will typically 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 fnancial institutions. The number of such share units outstanding under these plans as at October 31, 2019 was 22 million (2018 – 23 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 may be deferred, or in the case of non-employee directors, a portion of their annual compensation may be delivered as share units equivalent to the Bank’s common shares. The deferred share units are not redeemable by the participant until 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, 2019, 6.6 million deferred share units were outstanding (October 31, 2018 – 6.6 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, 2019, the Bank recognized compensation expense, net of the effects of hedges, for these plans of $546 million (2018 – $509 million; 2017 – $490 million). The compensation expense recognized before the effects of hedges was $662 million (2018 – $607 million; 2017 – $917 million). The carrying amount of the liability relating to these plans, based on the closing share price, was $2.0 billion at October 31, 2019 (October 31, 2018 – $2.1 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 Canadian employees. Employees can contribute any amount of their eligible earnings (net of source deductions), subject to an annual cap of 10% of salary to the Employee Ownership Plan. For participating employees below the level of Vice President, the Bank matches 100% of the frst $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 frst. The Bank’s contributions vest once an employee has completed two years of continuous service with the Bank. For the year ended October 31, 2019, the Bank’s contributions totalled $74 million (2018 – $72 million; 2017 – $70 million) and were expensed as salaries and employee benefts. As at October 31, 2019, an aggregate of 20 million common shares were held under the Employee Ownership Plan (October 31, 2018 – 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 195 N O T E 2 4 EMPLOYEE BENEFITS 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 defned beneft plans for Canadian Bank employees. The Society was closed to new members on January 30, 2009, and the TDPP commenced on March 1, 2009. Benefts 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 fve years in the last ten years of combined plan membership. Effective December 31, 2018, the defned beneft portion of the TDPP was closed to new employees hired after that date. All new permanent employees hired in Canada on or after January 1, 2019 are eligible to join the defned contribution portion of the TDPP after one year of service. Funding for the Bank’s principal pension plans is provided by contributions from the Bank and members of the plans. In accordance with legislation, the Bank contributes amounts, as determined on an actuarial basis, to the plans and has the ultimate responsibility for ensuring that the liabilities of the plans are adequately funded over time. The Bank’s contributions to the principal pension plans during 2019 were $352 million (2018 – $355 million). The 2019 and 2018 contributions were made in accordance with the actuarial valuation reports for funding purposes as at October 31, 2018 and October 31, 2017, respectively, for both of the principal pension plans. For both of the principal pension plans, a valuation for funding purposes is being prepared as of October 31, 2019. The Bank also provides certain post-retirement benefts, which are generally unfunded. Post-retirement beneft plans, where offered, generally include health care and dental benefts or an annual discount amount to be used to reduce the cost of coverage. Employees must meet certain age and service requirements to be eligible for post- retirement benefts and are generally required to pay a portion of the cost of the benefts. Effective June 1, 2017, the Bank’s principal non-pension post-retirement beneft plan was closed to new employees hired on or after that date. INVESTMENT STRATEGY AND ASSET ALLOCATION The primary objective of each of the Society and the TDPP is to achieve a rate of return that meets or exceeds the change in value of the plan’s respective liabilities over rolling fve-year periods. The investments of the Society and the TDPP are managed with the primary objective of providing reasonable rates of return, consistent with available market opportunities, consideration of plan liabilities, prudent portfolio management, and levels of risk commensurate with the return expectations and asset mix policy as set out by the risk budget of 6% and 14% surplus volatility, respectively. The investment policies for the principal pension plans generally do not apply to the Pension Enhancement Account (PEA) assets, which are invested at the members’ discretion in certain mutual and pooled funds. The asset allocations by asset category for the principal pension plans are as follows: Plan Asset Allocation (millions of Canadian dollars, except as noted) As at October 31, 2019 Debt Equity Alternative investments2 Other3 Total As at October 31, 2018 Debt Equity Alternative investments2 Other3 Total As at October 31, 2017 Debt Equity Alternative investments2 Other3 Total Target range 40-70% 24-42 6-35 n/a 40-70% 24-42 6-35 n/a 40-70% 24-42 0-35 n/a % of total 55% 32 13 n/a 100% 55% 34 11 n/a 100% 57% 35 8 n/a 100% Quoted $ – 1,002 – – $ 1,002 $ – 897 – – $ 897 $ – 1,248 42 – $ 1,290 Society1 Fair value Unquoted $ 3,374 976 760 (276) $ 4,834 $ 2,885 869 551 (107) $ 4,198 $ 2,903 511 376 46 $ 3,836 Target range 25-50% 30-70 5-35 n/a 25-50% 30-65 3-25 n/a 25-56% 30-65 0-20 n/a % of total 34% 54 12 n/a 100% 34% 58 8 n/a 100% 36% 59 5 n/a 100% TDPP1 Fair value Quoted Unquoted $ – 504 – – $ 504 $ – 396 – – $ 396 $ – 324 – – $ 324 $ 634 503 229 111 $ 1,477 $ 497 470 122 63 $ 1,152 $ 484 478 68 56 $ 1,086 1 The principal pension plans invest in investment vehicles which may hold shares 3 Consists mainly of amounts due to and due from brokers for securities traded or debt issued by the Bank. but not yet settled, PEA assets, and interest and dividends receivable. 2 The principal pension plans’ alternative investments primarily include private equity, infrastructure, and real estate funds. 196 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Public debt instruments of both the Society and the TDPP must meet or exceed a credit rating of BBB- at the time of purchase. There are no limitations on the maximum amount allocated to each credit rating above BBB+ for the total public debt portfolio. 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 fnancial risks in With respect to the Society’s public debt portfolio, up to 15% of the total fund can be invested in a bond mandate subject to the following constraints: • Debt instruments rated BBB+ to BBB- must not exceed 25% of the mandate in total; • Asset-backed securities must have a minimum credit rating of AAA and not exceed 25% of the mandate in total; • Debt instruments of non-government entities must not exceed 80% in total; • Debt instruments of foreign government entities must not exceed accordance with the Pension Benefts Standards Act, 1985, applicable regulations, as well as both the principal pension plans’ Statement of Investment Policies and Procedures (SIPP) and the Management Operating Policies and Procedures (MOPP). The following are some specifc risk management practices employed by the principal pension plans: • Monitoring credit exposure of issuers; • Monitoring adherence to asset allocation guidelines; • Monitoring asset class performance against benchmarks; and • Monitoring the return on the plans’ assets relative to the 20% in total; plans’ liabilities. • Debt instruments of either a single non-government or single foreign government entity must not exceed 10%; and • Debt instruments issued by the Government of Canada, provinces of Canada, or municipalities must in total not exceed 100%, 75%, or 10%, respectively. Also with respect to the Society’s public debt portfolio, up to a further 10% of the total fund can be invested in a bond mandate subject to the following constraints: • Debt instruments rated BBB+ to BBB- must not exceed 50% of the mandate in total; • Asset-backed securities must have a minimum credit rating of AAA and not exceed 25% of the mandate in total; and • Limitation of 10% for any one issuer. The remainder of the Society’s public debt portfolio is not permitted to invest in the debt instruments of foreign or non-government entities. With respect to the TDPP’s public debt portfolio, up to 15% of the total fund can be invested in a passively managed bond mandate that is based on an index entirely comprised of investment-grade debt instruments issued by the Government of Canada, provinces of Canada, Canadian municipalities, and Canadian non-government entities. The remainder of the TDPP’s public debt portfolio is not permitted to invest in the debt instruments of foreign or non-government entities. The equity portfolios of both the Society and the TDPP are broadly diversifed primarily across small 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 or income trust at any time. Foreign equities are permitted to be included to further diversify the portfolio. A maximum of 10% of a total fund may be invested in emerging market equities. For both the Society and the TDPP, derivatives can be utilized, provided they are not used to create fnancial leverage, but rather for risk management purposes. Both the Society and the TDPP are also permitted to invest in other alternative investments, such as private equity, infrastructure equity, and real estate. RISK MANAGEMENT PRACTICES The principal pension plans’ investments include fnancial instruments which are exposed to various risks. These risks include market risk (including foreign currency, interest rate, infation, price, credit spread risks), credit risk, and liquidity risk. Key material risks faced by all plans are a decline in interest rates or credit spreads, which could increase the defned beneft obligation by more than the change in the value of plan assets, or from longevity risk (that is, lower mortality rates). 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 fduciary capacity. 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 defned beneft pension plan. The defned beneft plan was closed to new members after May 31, 1987. However, plan members were permitted to continue in the plan for future service. Funding for the plan is provided by contributions from the Bank and members of the plan. TD Bank, N.A. Retirement Plans TD Bank, N.A. and its subsidiaries maintain a defned contribution 401(k) plan covering all employees. The contributions to the plan for the year ended October 31, 2019 were $146 million (October 31, 2018 – $134 million; October 31, 2017 – $124 million). Annual expense is equal to the Bank’s contributions to the plan. TD Bank, N.A. also has frozen defned beneft retirement plans covering certain legacy TD Banknorth and TD Auto Finance (legacy Chrysler Financial) employees. TD Bank, N.A. also has closed post-retirement beneft plans, which include limited medical coverage and life insurance benefts, covering certain groups of employees from legacy organizations. Supplemental Employee Retirement Plans Supplemental employee retirement plans for eligible employees are not funded by the Bank. Government Pension Plans The Bank also makes contributions to government pension plans, including the Canada Pension Plan, Quebec Pension Plan and U.S. Federal Insurance Contribution Act. The contributions to government pension plans for the year ended October 31, 2019 were $324 million (October 31, 2018 – $293 million; October 31, 2017 – $277 million). The following table presents the fnancial position of the Bank’s principal pension plans, the principal non-pension post-retirement beneft plan, and the Bank’s signifcant other pension and retirement plans. Other employee beneft plans operated by the Bank and certain of its subsidiaries are not considered material for disclosure purposes. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 197 Employee Benefit Plans’ Obligations, Assets and Funded Status (millions of Canadian dollars, except as noted) Principal pension plans 2019 2018 2017 2019 Principal non-pension post-retirement beneft plan1 2017 2018 Other pension and retirement plans2 2017 2018 2019 $ 6,539 $ 7,082 $ 6,805 $ 535 $ 558 $ 568 $ 2,569 $ 2,750 $ 2,863 Change in projected beneft obligation Projected beneft obligation at beginning of year Obligations included due to The Retirement Beneft Plan merger3 Service cost – benefts earned Interest cost on projected beneft obligation Remeasurement (gain) loss – fnancial Remeasurement (gain) loss – demographic Remeasurement (gain) loss – experience Members’ contributions Benefts paid Change in foreign currency exchange rate Past service cost (credit)4 Projected beneft obligation as at October 31 Change in plan assets Plan assets at fair value at beginning of year Assets included due to The Retirement Beneft Plan merger3 Interest income on plan assets Remeasurement gain (loss) – return on plan assets less interest income Members’ contributions Employer’s contributions Benefts paid Change in foreign currency exchange rate Defned beneft administrative expenses Plan assets at fair value as at October 31 Excess (defcit) of plan assets at fair value over projected beneft obligation Effect of asset limitation and minimum funding requirement Net defned beneft asset (liability) Annual expense Net employee benefts expense includes the following: Service cost – benefts earned Net interest cost (income) on net defned beneft liability (asset) Past service cost (credit)4 Defned beneft administrative expenses Total expense Actuarial assumptions used to determine the projected beneft obligation as at October 31 (percentage) Weighted-average discount rate for projected beneft obligation Weighted-average rate of compensation increase – 14 20 92 (26) – – (15) – – 620 – – – – – 15 (15) – – – – 15 18 (42) – 2 – (16) – – 535 – – – – – 16 (16) – – – – 16 17 – (42) 15 – (16) – – 558 – – – – – 16 (16) – – – – 9 106 430 2 6 – (143) (1) (30) 2,948 – 10 96 (190) (8) 14 – (137) 31 3 2,569 – 11 95 (27) 13 1 – (138) (68) – 2,750 1,733 1,855 1,895 – 73 205 – 96 (143) (1) (4) 1,959 – 66 (109) – 37 (137) 27 (6) 1,733 – 64 59 – 37 (138) (58) (4) 1,855 – 326 240 1,565 – 83 107 (303) – 1 8,558 6 407 217 (969) – 22 104 (330) – – 6,539 – 439 196 (148) 25 (15) 80 (291) – (9) 7,082 6,643 6,536 5,823 – 174 195 80 565 (291) – (10) 6,536 – 253 773 107 352 (303) – (8) 7,817 (741) – (741) 10 209 (231) 104 355 (330) – (10) 6,643 104 – 104 (546) (620) (535) (558) (989) (836) (895) – (546) – (620) – (535) – (558) (13) (1,002) (13) (849) – (895) 326 407 439 14 15 16 (13) 1 10 $ 324 8 – 10 $ 425 22 (9) 10 $ 462 20 – – $ 34 18 – – $ 33 17 – – $ 33 $ 9 33 (30) 6 18 $ 10 30 3 4 47 $ 11 31 – 4 46 3.08% 2.57 4.10% 2.54 3.60% 2.54 3.07% 3.00 4.10% 3.00 3.60% 3.00 3.12% 1.00 4.37% 1.03 3.74% 1.14 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 4.18%. The rate is assumed to decrease gradually to 2.42% by the year 2040 and remain at that level thereafter. 2 Includes CT defined benefit pension plan, TD Banknorth defined benefit pension plan, TD Auto Finance retirement plans, and supplemental employee retirement plans. 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 During 2018, The Retirement Benefit Plan of The Toronto-Dominion Bank (the “RBP”) was deemed to be merged with the Society and previously undisclosed obligations and assets of the RBP are now included in fiscal 2018. 4 Includes a gain of $33 million related to the TD Auto Finance post-retirement benefit plan that was amended during fiscal 2019. During the year ended October 31, 2020, the Bank expects to contribute $342 million to its principal pension plans, $18 million to its principal non-pension post-retirement beneft plan, and $39 million to its other pension and retirement plans. Future contribution amounts may change upon the Bank’s review of its contribution levels during the year. Assumptions related to future mortality which have been used to determine the defned beneft obligation and net beneft cost are as follows: 198 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Assumed Life Expectancy at Age 65 (number of years) Principal pension plans Principal non-pension post-retirement beneft 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 2019 23.4 24.1 24.5 25.3 2018 23.3 24.1 24.5 25.2 2017 23.2 24.0 24.5 25.2 2019 23.4 24.1 24.5 25.3 2018 23.3 24.1 24.5 25.2 2017 23.2 24.0 24.5 25.2 2019 22.1 23.7 22.9 24.8 Other pension and retirement plans As at October 31 2018 22.1 23.7 23.0 24.8 2017 21.8 23.4 22.9 25.1 The weighted-average duration of the defned beneft obligation for the Bank’s principal pension plans, principal non-pension post-retirement beneft plan, and other pension and retirement plans at the end of the reporting period are 16 years (2018 – 15 years, 2017 – 15 years), 18 years (2018 – 17 years, 2017 – 18 years), and 13 years (2018 – 12 years, 2017 – 13 years), respectively. The following table provides the sensitivity of the projected beneft obligation for the Bank’s principal pension plans, the principal non-pension post-retirement beneft plan, and the Bank’s signifcant other pension and retirement plans to actuarial assumptions considered signifcant 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 signifcant 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. The Bank recognized the following amounts on the Consolidated Balance Sheet. Amounts Recognized in the Consolidated Balance Sheet (millions of Canadian dollars) Other assets Principal pension plans Other pension and retirement plans Other employee beneft plans1 Total other assets Other liabilities Principal pension plans Principal non-pension post-retirement beneft plan Other pension and retirement plans Other employee beneft plans1 Total other liabilities Net amount recognized 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. As at October 31, 2019 Obligation Increase (Decrease) Principal non-pension post- retirement beneft plan Other pension and retirement plans Principal pension plans $ 1,520 (1,163) $ 116 (90) $ 409 (333) (313) 305 (179) 177 n/a n/a 1– 1– (21) 21 (89) 113 1– 1– (94) 93 n/a n/a October 31 2019 October 31 2018 $ – 6 7 13 $ 104 3 6 113 741 620 1,008 412 2,781 $ (2,768) – 535 852 360 1,747 $ (1,634) As at October 31 2017 $ – 7 6 13 546 558 902 457 2,463 $ (2,450) TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 199 The Bank recognized the following amounts in the Consolidated Statement of Other Comprehensive Income. 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 beneft plan Other pension and retirement plans Other employee beneft plans2 Total actuarial gains (losses) recognized in Other Comprehensive Income 1 Amounts are presented on pre-tax basis. 2 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. N O T E 2 5 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 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 For the years ended October 31 2019 October 31 2018 October 31 2017 $ (873) (66) (231) (75) $ (1,245) $ 720 40 60 45 $ 865 $ 333 27 72 22 $ 454 For the years ended October 31 2019 2018 2017 $ 2,675 93 2,768 $ 2,873 (76) 2,797 $ 2,073 5 2,078 54 10 (97) (33) 2,735 37 1,070 1,107 (7) (6) (13) 3,829 1,256 891 651 2,798 76 302 7 385 3,182 (48) (701) (749) (3) (2) (5) 2,428 1,491 1,055 200 2,746 215 13 (53) 175 2,253 261 (755) (494) 29 – 29 1,788 1,115 797 456 2,368 127 87 817 1,031 $ 3,829 (244) (160) 86 (318) $ 2,428 (233) (156) (191) (580) $ 1,788 200 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Act”), which made broad and complex changes to the U.S. tax code. The reduction of the U.S. federal corporate tax rate enacted by the U.S. Tax Act resulted in an adjustment during 2018 to the Bank’s U.S. deferred tax assets and liabilities to the lower base rate of 21%. The impact for the year ended October 31, 2018 was a reduction in the value of the Bank’s net deferred tax assets resulting in a $366 million The Bank’s statutory and effective tax rate is outlined in the following table. income tax expense recorded in the Provision for (recovery of) income taxes on the Consolidated Statement of Income, a $22 million deferred income tax beneft recorded in OCI and a $12 million deferred income tax expense recorded in retained earnings. The impact of the U.S. Tax Act on the Bank’s statutory and effective tax rate is outlined in the following table as part of the Rate differentials on international operations. 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 Other – net Provision for income taxes and effective income tax rate $ 3,502 (104) (728) 65 $ 2,735 2019 26.5% (0.8) (5.5) 0.5 20.7% $ 3,648 (142) (343) 19 $ 3,182 2018 26.5% (1.0) (2.5) 0.1 23.1% $ 3,262 (498) (515) 4 $ 2,253 2017 26.5% (4.0) (4.2) – 18.3% The Canada Revenue Agency (CRA), Revenu Québec Agency (RQA) and Alberta Tax and Revenue Administration (ATRA) are denying certain dividend deductions claimed by the Bank. During fscal 2019, the CRA reassessed the Bank for $255 million of additional income tax and interest in respect of its 2014 taxation year, and the RQA reassessed the Bank for $6 million of additional income tax and interest in respect of its 2013 taxation year. To date, the CRA, RQA, and ATRA have reassessed the Bank for approximately $814 million of income tax and interest for the years 2011 to 2014. The Bank expects the CRA, RQA, and ATRA to reassess subsequent years on the same basis. The Bank is of the view that its tax fling positions were appropriate and intends to challenge all reassessments. Deferred tax assets and liabilities comprise of the following: Deferred Tax Assets and Liabilities (millions of Canadian dollars) Deferred tax assets Allowance for credit losses Securities Trading loans Employee benefts Pensions Losses available for carry forward Tax credits Other Total deferred tax assets Deferred tax liabilities Securities Land, buildings, equipment, and other depreciable assets Deferred (income) expense Intangibles Goodwill Total deferred tax liabilities Net deferred tax assets Refected on the Consolidated Balance Sheet as follows: Deferred tax assets Deferred tax liabilities1 Net deferred tax assets 1 Included in Other liabilities on the Consolidated Balance Sheet. October 31 2019 As at October 31 2018 $ 965 – 50 844 344 95 228 88 2,614 527 242 91 40 108 1,008 1,606 $ 845 920 54 739 59 94 326 92 3,129 – 223 12 163 94 492 2,637 1,799 193 $ 1,606 2,812 175 $ 2,637 TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 201 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 $461 million as at October 31, 2019 (October 31, 2018 – $806 million), of which $3 million (October 31, 2018 – $2 million) is scheduled to expire within fve years. 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, 2019. The total amount of these temporary differences was $71 billion as at October 31, 2019 (October 31, 2018 – $61 billion). The movement in the net deferred tax asset for the years ended October 31 was as follows: Deferred Income Tax Expense (Recovery) (millions of Canadian dollars) Consolidated statement of income Other comprehensive income Business combinations and other Deferred income tax expense (recovery) Allowance for credit losses Trading loans Employee benefts Pensions Losses available for carry forward Tax credits Other deferred tax assets Securities Land, buildings, equipment, and other depreciable assets Deferred (income) expense Intangibles Goodwill Total deferred income tax expense (recovery) $ (120) 4 (87) 19 (1) 98 7 56 19 79 (123) 16 $ – – (18) (303) – – – 1,391 – – – – $ – – – – – – (4) – – – – (2) 2019 Total $ (120) 4 (105) (284) (1) 98 3 1,447 19 79 (123) 14 Consolidated statement of income Other comprehensive income Business combinations and other $ 79 36 61 (20) 37 (304) 54 240 216 95 (81) (28) $ – – 14 230 – – – (945) – – – – $ – – – – – – (2) – – – – – 2018 Total $ 79 36 75 210 37 (304) 52 (705) 216 95 (81) (28) $ (33) $ 1,070 $ (6) $ 1,031 $ 385 $ (701) $ (2) $ (318) N O T E 2 6 EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. weighted-average number of shares outstanding for the effects of all dilutive potential common shares that are assumed to be issued by the Bank. 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 The following table presents the Bank’s basic and diluted earnings per share for the years ended October 31. 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 (Canadian dollars) Diluted earnings per share Net income attributable to common shareholders 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 Weighted-average number of common shares outstanding – diluted (millions) Diluted earnings per share (Canadian dollars)1 1 For the years ended October 31, 2019, October 31, 2018, and October 31, 2017, no outstanding options were excluded from the computation of diluted earnings per share. For the years ended October 31 2019 2018 2017 $ 11,416 1,824.2 6.26 $ $ 11,048 1,835.4 6.02 $ $ 10,203 1,850.6 5.51 $ $ 11,416 11,416 1,824.2 3.1 1,827.3 6.25 $ $ 11,048 11,048 1,835.4 4.1 1,839.5 6.01 $ $ 10,203 10,203 1,850.6 4.2 1,854.8 5.50 $ 202 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS N O T E 2 7 PROVISIONS, CONTINGENT LIABILITIES, COMMITMENTS, GUARANTEES, PLEDGED ASSETS, AND COLLATERAL PROVISIONS The following table summarizes the Bank’s provisions. Provisions (millions of Canadian dollars) Balance as at November 1, 2018 Additions Amounts used Release of unused amounts Foreign currency translation adjustments and other Balance as at October 31, 2019, before allowance for credit losses for off-balance sheet instruments Add: allowance for credit losses for off-balance sheet instruments2 Balance as at October 31, 2019 1 Includes provisions for onerous lease contracts. 2 Refer to Note 8 for further details. Restructuring1 $ 121 184 (53) (9) (2) Litigation and Other $ 352 222 (219) (78) (8) $ 241 $ 269 Total $ 473 406 (272) (87) (10) 510 585 $ 1,095 LITIGATION In the ordinary course of business, the Bank and its subsidiaries are involved in various legal and regulatory actions. The Bank establishes legal provisions when it becomes probable that the Bank will incur a loss and the amount can be reliably estimated. The Bank also estimates the aggregate range of reasonably possible losses (RPL) in its legal and regulatory actions (that is, those which are neither probable nor remote), in excess of provisions. As at October 31, 2019, the Bank’s RPL is from zero to approximately $606 million. The Bank’s provisions and RPL represent the Bank’s best estimates based upon currently available information for actions for which estimates can be made, but there are a number of factors that could cause the Bank’s provisions and/or RPL to be signifcantly different from its actual or reasonably possible losses. For example, the Bank’s estimates involve signifcant judgment due to the varying stages of the proceedings, the existence of multiple defendants in many proceedings whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the proceedings, some of which are beyond the Bank’s control and/or involve novel legal theories and interpretations, the attendant uncertainty of the various potential outcomes of such proceedings, and the fact that the underlying matters will change from time to time. In addition, some actions seek very large or indeterminate damages. In management’s opinion, based on its current knowledge and after consultation with counsel, the ultimate disposition of these actions, individually or in the aggregate, will not have a material adverse effect on the consolidated fnancial condition or the consolidated cash fows of the Bank. However, because of the factors listed above, as well as other uncertainties inherent in litigation and regulatory matters, there is a possibility that the ultimate resolution of legal or regulatory actions may be material to the Bank’s consolidated results of operations for any particular reporting period. Stanford Litigation – The Bank was named as a defendant in Rotstain v. Trustmark National Bank, et al., a putative class action lawsuit in the United States District Court for the Northern District of Texas related to a US$7.2 billion Ponzi scheme perpetrated by R. Allen Stanford, the owner of Stanford International Bank, Limited (SIBL), an offshore bank based in Antigua. Plaintiffs purport to represent a class of investors in SIBL issued certifcates of deposit. The Bank provided certain correspondent banking services to SIBL. Plaintiffs allege that the Bank and four other banks aided and abetted or conspired with Mr. Stanford to commit fraud and that the bank defendants received fraudulent transfers from SIBL by collecting fees for providing certain services. The Offcial Stanford Investors Committee (OSIC), a court-approved committee representing investors, received permission to intervene in the lawsuit and has brought similar claims against all the bank defendants. The court denied in part and granted in part the Bank’s motion to dismiss the lawsuit on April 21, 2015. The court also entered a class certifcation scheduling order requiring the parties to conduct discovery and submit briefng regarding class certifcation. The class certifcation motion was fully submitted on October 26, 2015. The class plaintiffs fled an amended complaint asserting certain additional state law claims against the Bank on June 23, 2015. The Bank’s motion to dismiss the newly amended complaint in its entirety was fully submitted on August 18, 2015. On April 22, 2016, the Bank fled a motion to reconsider the court’s April 2015 dismissal decision with respect to certain claims by OSIC under the Texas Uniform Fraudulent Transfer Act based on an intervening change in the law announced by the Texas Supreme Court on April 1, 2016. On July 28, 2016, the court issued a decision denying defendants’ motions to dismiss the class plaintiffs’ complaint and to reconsider with respect to OSIC’s complaint. The Bank fled its answer to the class plaintiffs’ complaint on August 26, 2016. OSIC fled an amended intervenor complaint against the Bank on November 4, 2016 and the Bank fled its answer to this amended complaint on December 19, 2016. On November 7, 2017, the Court issued a decision denying the class certifcation motion. The court found that the plaintiffs failed to show that common issues of fact would predominate given the varying sales presentations they allegedly received. On November 21, 2017, the class plaintiffs fled a Rule 23(f) petition seeking permission to appeal the District Court’s denial of class certifcation to the United States Court of Appeals for the Fifth Circuit. The Bank fled an opposition to the class plaintiffs’ petition on December 4, 2017. The Fifth Circuit denied the class plaintiffs’ petition on April 20, 2018. On February 28, 2019, the Bank, along with the other bank defendants, fled a motion for judgment on the pleadings in OSIC’s case seeking dismissal of three claims (aiding and abetting fraud, aiding and abetting conversion, and aiding and abetting breach of fduciary duty). The motion was fully briefed as of April 4, 2019. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 203 On May 3, 2019, two groups of plaintiffs comprising more than 950 investors in certifcates of deposit issued by SIBL fled motions to intervene in OSIC ‘s case against the Bank and the other bank defendants. On September 18, 2019, the Court denied the motions to intervene. On October 14, 2019, one group of plaintiffs (comprising 147 investors) fled a notice of appeal to the Fifth Circuit. On September 10, 2019, OSIC fled a motion for leave to amend its complaint against the Bank and the other bank defendants to insert additional fact allegations. The motion was fully briefed as of October 15, 2019. On November 1, 2019, a second group of plaintiffs (comprising 1,286 investors) fled a petition in Texas state court against the Bank and other bank defendants alleging claims similar to those alleged in the Rotstain v. Trustmark National Bank, et al. action. Discovery against the bank defendants is ongoing, and the Court has set a ready-for-trial date of January 11, 2021. The Bank is also a defendant in two cases fled in the Ontario Superior Court of Justice: (1) Wide & Dickson v. The Toronto-Dominion Bank, an action fled by the Joint Liquidators of SIBL appointed by the Eastern Caribbean Supreme Court, and (2) Dynasty Furniture Manufacturing Ltd., et al. v. The Toronto-Dominion Bank, an action fled by fve investors in certifcates of deposits sold by Stanford. The suits assert that the Bank acted negligently and provided knowing assistance to SIBL’s fraud. The court denied the Bank’s motion for summary judgment in the Joint Liquidators case to dismiss the action based on the applicable statute of limitations on November 9, 2015, and designated the limitations issues to be addressed as part of a future trial on the merits. The two cases fled in the Ontario Superior Court of Justice are being managed jointly. A trial date has been scheduled for January 11, 2021. Overdraft Litigation – TD Bank, N.A. was named as a defendant in eleven putative nationwide class actions challenging the overdraft practices of TD Bank, N.A. from August 16, 2010 to the present and the overdraft practices of Carolina First Bank prior to its merger into TD Bank, N.A. in September 2010. These actions were consolidated for pretrial proceedings as MDL 2613 in the United States District Court for the District of South Carolina: In re TD Bank, N.A. Debit Card Overdraft Fee Litigation, No. 6:15-MN-02613 (D.S.C.). On December 10, 2015, TD Bank, N.A.’s motion to dismiss the consolidated amended class action complaint was granted in part and denied in part. Discovery, briefng, and a hearing on class certifcation were complete as of May 24, 2017. On January 5, 2017, TD Bank, N.A. was named as a defendant in a twelfth class action complaint (Dorsey) challenging an overdraft practice that was already the subject of the consolidated amended class action complaint. The Dorsey action was consolidated into MDL 2613, and dismissed by the Court. The Dorsey plaintiff appealed the dismissal to the United States Court of Appeals for the Fourth Circuit. On December 5, 2017, TD Bank, N.A. was named as a defendant in a thirteenth class action complaint (Lawrence) challenging the Bank’s overdraft practices. The Lawrence action, which was also transferred to MDL 2613, concerns the Bank’s treatment of certain transactions as “recurring” for overdraft purposes. The Bank moved to dismiss the claims. On February 22, 2018, the Court issued an order certifying a class as to certain claims in the consolidated amended class action complaint and denying certifcation as to others. The Fourth Circuit denied the Bank’s 23(f) petition seeking permission to appeal certain portions of the district court’s order. On February 1, 2019, the parties fled a Joint Notice of Settlement of all claims consolidated in MDL 2613 on a class-wide basis. In response to the Notice of Settlement, on February 4, 2019, the Court issued an order suspending all deadlines. On June 26, 2019, the Court issued an order preliminarily approving settlement of all claims consolidated in MDL 2613 on a class-wide basis and directing notice to settlement class members. A fnal approval hearing is scheduled for January 8, 2020. The Fourth Circuit suspended appeal proceedings in Dorsey pending the district court’s review of the proposed settlement. In addition, the district court dismissed the Bank’s motion to dismiss the Lawrence complaint without prejudice to refle pending its review of the settlement. Credit Card Fees – Between 2011 and 2013, seven proposed class actions were commenced, fve of which remain in British Columbia, Alberta, Saskatchewan, Ontario and Québec: Coburn and Watson’s Metropolitan Home v. Bank of America Corporation, et al.; Macaronies Hair Club v. BOFA Canada Bank, 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 Québec Inc. v. Visa Canada Corporation, et al. Subject to court approval of certain settlements, the remaining defendants in each action are the Bank and several other fnancial institutions. The plaintiff class members are Canadian merchants who accept payment for products and services by Visa Canada Corporation (Visa) and/or MasterCard International Incorporated (MasterCard) (collectively, the “Networks”). 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 fx excessive fees and that certain rules have the effect of increasing the merchant fees. The fve actions that remain include claims of civil conspiracy, breach of the Competition Act, interference with economic relations, and unjust enrichment. Plaintiffs seek general and punitive damages. 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. The certifcation decision was appealed by both plaintiff class representatives and defendants. The appeal hearing took place in December 2014 and the decision was released on August 19, 2015. While both the plaintiffs and defendants succeeded in part on their respective appeals, the class period for the plaintiffs’ key claims was shortened signifcantly. At a hearing in October 2016, the plaintiffs sought to amend their claims to reinstate the extended class period. The plaintiffs’ motion to amend their claims to reinstate the extended class period was denied by the motions judge and subsequently by the B.C. Court of Appeal. The plaintiffs have sought and were refused leave to appeal to the Supreme Court of Canada. The trial of the British Columbia action is currently scheduled to proceed in October 2020. In Québec, the motion for authorization proceeded on November 6-7, 2017 and the matter was authorized on similar grounds and for a similar period as in British Columbia. The plaintiffs appealed this decision. On July 25, 2019, the Quebec Court of Appeal granted the plaintiff’s appeal, thereby reinstating the extended class period for the Quebec proceeding. Consumer Class Actions – The Bank, along with several other Canadian fnancial institutions, is a defendant in a number of matters brought by consumers alleging provincial and/or national class claims in connection with various fees, interest rate calculations, and credit decisions. The cases are in various stages of maturity. The one matter where the Bank is the sole defendant has been settled in principle with approval pending. 204 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS COMMITMENTS Credit-related Arrangements In the normal course of business, the Bank enters into various commitments and contingent liability contracts. The primary purpose of these contracts is to make funds available for the fnancing needs of customers. 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 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 requirements as loans extended to customers. Performance standby letters of credit are considered non-fnancial guarantees as payment does not depend on the occurrence of a credit event and is generally related to a non-fnancial trigger event. Refer to 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 specifc 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 2019 October 31 2018 $ 26,887 $ 26,431 197 107 56,676 150,170 50,028 134,148 $ 233,840 $ 210,804 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, 2019, the Bank is committed to fund $374 million (October 31, 2018 – $205 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 commitments including rental payments, related taxes and estimated operating expenses for premises and equipment, where the annual payment is in excess of $100 thousand, is estimated at $988 million for 2020, $936 million for 2021, $884 million for 2022, $790 million for 2023, $658 million for 2024, $3,365 million for 2025, and thereafter. Future minimum fnance lease commitments where the annual payment is in excess of $100 thousand, is estimated at $21 million for 2020, $22 million for 2021, $20 million for 2022, $15 million for 2023, $4 million for 2024, $1 million for 2025, and thereafter. The premises and equipment net rental expense, included under Non-interest expenses in the Consolidated Statement of Income, was $1.2 billion for the year ended October 31, 2019 (October 31, 2018 – $1.1 billion; October 31, 2017 – $1.1 billion). 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, covered bonds, obligations related to securities sold short, and securities 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. Details of assets pledged against liabilities and collateral assets held or repledged are shown in the following table: Sources and Uses of Pledged Assets and Collateral (millions of Canadian dollars) As at Sources of pledged assets and collateral Bank assets Cash and due from banks Interest-bearing deposits with banks Loans Securities Other assets Third-party assets1 Collateral received and available for sale or repledging Less: Collateral not repledged Uses of pledged assets and collateral2 Derivatives Obligations related to securities sold under repurchase agreements Securities borrowing and lending Obligations related to securities sold short Securitization Covered bond Clearing systems, payment systems, and depositories Foreign governments and central banks Other Total October 31 2019 October 31 2018 $ 820 $ 1,219 3,301 83,637 83,370 1,278 172,805 4,918 87,415 85,237 850 179,240 274,765 (61,260) 213,505 392,745 243,168 (57,845) 185,323 358,128 11,468 8,083 120,352 107,587 27,575 32,024 41,937 8,338 1,167 42,297 105,665 85,544 39,007 32,067 38,033 7,540 1,390 40,799 $ 392,745 $ 358,128 1 Includes collateral received from reverse repurchase agreements, securities borrowing, margin loans, and other client activity. 2 Includes $45.6 billion of on-balance sheet assets that the Bank has pledged and that the counterparty can subsequently repledge as at October 31, 2019 (October 31, 2018 – $43.9 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 205 GUARANTEES In addition to fnancial and performance standby letters of credit, the following types of transactions represent the principal guarantees that the Bank has entered into. Credit Enhancements The Bank guarantees payments to counterparties in the event that third-party credit enhancements supporting asset pools are insuffcient. Indemnification Agreements In the normal course of operations, the Bank provides indemnifcation agreements to various counterparties in transactions such as service agreements, leasing transactions, and agreements relating to acquisitions 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 indemnifcation agreements prevent 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 indemnifes directors, offcers, 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. N O T E 2 8 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 signifcant infuence over the other party in making fnancial or operational decisions. The Bank’s related parties include key management personnel, their close family members and their related entities, subsidiaries, associates, joint ventures, and post-employment beneft 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 offcers and directors 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. As at October 31, 2019, $121 million (October 31, 2018 – $149 million) of related party loans were outstanding from key management personnel, their close family members, and their related entities. COMPENSATION The remuneration of key management personnel was as follows: Compensation (millions of Canadian dollars) Short-term employee benefts Post-employment benefts Share-based payments Total 2019 $ 33 2 35 $ 70 2018 $ 34 3 37 $ 74 2017 $ 33 3 32 $ 68 In addition, the Bank offers deferred share and other plans to non-employee directors, executives, and certain other key employees. Refer to Note 23 for further 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 defnition of related party transactions. If these transactions are eliminated on consolidation, they are not disclosed as related party transactions. 206 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Transactions between the Bank, TD Ameritrade, and Symcor Inc. (Symcor) also qualify as related party transactions. There were no signifcant transactions between the Bank, TD Ameritrade, and Symcor during the year ended October 31, 2019, other than as described in the following sections and in Note 12. Other Transactions with TD Ameritrade and Symcor i) TD AMERITRADE HOLDING CORPORATION A description of signifcant transactions of the Bank and its affliates with TD Ameritrade is set forth below. Insured 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, FDIC-insured money market deposit accounts as either designated sweep vehicles or as non-sweep deposit accounts. TD Ameritrade provides marketing and support services with respect to the IDA. The Bank paid fees of $2.2 billion during the year ended October 31, 2019 (October 31, 2018 – $1.9 billion; October 31, 2017 – $1.5 billion) to TD Ameritrade related to deposit accounts. The amount paid by the Bank is based on the average insured deposit balance of $140 billion for the year ended October 31, 2019 (October 31, 2018 – $140 billion; October 31, 2017 – $124 billion) with a portion of the amount tied to the actual yield earned by the Bank on the investments, less the actual interest paid to clients of TD Ameritrade, and the balance tied to an agreed rate of return. The Bank earns a servicing fee of 25 bps on the aggregate average daily balance in the sweep accounts (subject to adjustment based on a specifed formula). were $41 million (October 31, 2018 – $137 million). As at October 31, 2019, amounts payable to TD Ameritrade were $168 million (October 31, 2018 – $174 million). The Bank and other fnancial institutions provided TD Ameritrade with unsecured revolving loan facilities. The total commitment provided by the Bank was $291 million, which was undrawn as at October 31, 2019 (October 31, 2018 – $338 million undrawn). ii) TRANSACTIONS WITH SYMCOR The Bank has one-third ownership in Symcor, a Canadian provider of business process outsourcing services offering a diverse portfolio of integrated solutions in item processing, statement processing and production, and cash management services. The Bank accounts for Symcor’s results using the equity method of accounting. During the year ended October 31, 2019, the Bank paid $81 million (October 31, 2018 – $86 million; October 31, 2017 – $93 million) for these services. As at October 31, 2019, the amount payable to Symcor was $12 million (October 31, 2018 – $14 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, 2019, and October 31, 2018. For the years ended October 31 As at October 31, 2019, amounts receivable from TD Ameritrade N O T E 2 9 SEGMENTED INFORMATION For management reporting purposes, the Bank 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 business banking operations, 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. Canadian Retail is comprised of Canadian personal and commercial banking, which provides fnancial 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 business 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 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 meeting the daily trading, funding, and investment needs of the Bank’s clients. The Bank’s other activities are grouped into the Corporate segment. The Corporate segment includes the effects of certain asset securitization programs, treasury management, the collectively assessed allowance for incurred but not identifed credit losses in Canadian Retail and Wholesale Banking, elimination of taxable equivalent adjustments and other management reclassifcations, corporate level tax items, and residual unallocated revenue and expenses. The results of each business segment refect 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. The basis of allocation and methodologies are reviewed periodically to align with management’s evaluation of the Bank’s business segments. 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. Non-interest income is earned by the Bank primarily through investment and securities services, credit fees, trading income, service charges, card services, and insurance revenues. Revenues from investment and securities services are earned predominantly in the Canadian Retail segment with the remainder earned in Wholesale Banking and U.S. Retail. Revenues from credit fees are primarily earned in the Wholesale Banking and Canadian Retail segments. Trading income is earned within Wholesale Banking. Both service charges and card services revenue are mainly earned in the U.S. Retail and Canadian Retail segments. Insurance revenue is earned in the Canadian Retail segment. 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 refected in Wholesale Banking is reversed in the Corporate segment. 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 period’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 proft 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, these CDS are accounted for on an accrual basis in Wholesale Banking and the gains and losses on these CDS, in excess of the accrued cost, are reported in the Corporate segment. The Bank changed its trading strategy with respect to certain trading debt securities and reclassifed these securities from trading to the AFS category under IAS 39 (classifed as FVOCI under IFRS 9) effective August 1, 2008. These debt securities are economically hedged, primarily with CDS and interest rate swap contracts which are recorded on a fair value basis with changes in fair value recorded in the period’s earnings. As a result, the derivatives were accounted for on an accrual basis in Wholesale Banking and the gains and losses related to the derivatives in excess of the accrued amounts were reported in the Corporate segment. Adjusted results of the Bank in prior periods exclude the gains and losses of the derivatives in excess of the accrued amount. Effective February 1, 2017, the total gains and losses as a result of changes in fair value of these derivatives are recorded in Wholesale Banking. Upon adoption of IFRS 9, the current period provision for credit losses related to performing (Stage 1 and Stage 2) and impaired (Stage 3) fnancial assets, loan commitments, and fnancial guarantees are recorded within the respective segment. Under IAS 39, and prior to November 1, 2017, the provision for credit losses related to the collectively assessed allowance for incurred but not identifed credit losses that related to Canadian Retail and Wholesale Banking segments was recorded in the Corporate segment. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 207 The following table summarizes the segment results for the years ended October 31. Results by Business Segment1,2 (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 Income (loss) before income taxes Provision for (recovery of) income taxes Equity in net income of an investment in TD Ameritrade Net income (loss) For the years ended October 31 Canadian Retail $ 12,349 11,877 24,226 1,306 2,787 10,735 9,398 2,535 – 6,863 $ U.S. Retail 8,951 2,840 11,791 1,082 – 6,411 4,298 471 1,154 4,981 $ $ Wholesale Banking3,4 $ $ 911 2,320 3,231 44 – 2,393 794 186 – 608 Corporate3,4 $ 1,720 97 1,817 597 – 2,481 (1,261) (457) 38 (766) $ $ $ 2019 Total 23,931 17,134 41,065 3,029 2,787 22,020 13,229 2,735 1,192 11,686 Total assets as at October 31 $ 452,163 $ 436,086 $ 458,420 $ 68,621 $ 1,415,290 Net interest income (loss) Non-interest income (loss) Total revenue Provision for (recovery 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 TD Ameritrade Net income (loss) $ 11,576 11,137 22,713 998 2,444 9,473 9,798 2,615 – 7,183 $ $ $ 8,176 2,768 10,944 917 – 6,100 3,927 432 693 4,188 $ $ 1,150 2,367 3,517 3 – 2,125 1,389 335 – 1,054 $ 1,337 381 1,718 562 – 2,497 (1,341) (200) 50 $ (1,091) $ $ 2018 22,239 16,653 38,892 2,480 2,444 20,195 13,773 3,182 743 11,334 Total assets as at October 31 $ 433,960 $ 417,292 $ 425,909 $ 57,742 $ 1,334,903 Net interest income (loss) Non-interest income (loss) Total revenue Provision for (recovery 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 TD Ameritrade Net income (loss) $ 10,611 10,451 21,062 986 2,246 8,934 8,896 2,371 – 6,525 $ $ $ 7,486 2,735 10,221 792 – 5,878 3,551 671 442 3,322 $ $ 1,804 1,520 3,324 (28) – 1,982 1,370 331 – 1,039 $ $ 946 649 1,595 466 – 2,625 (1,496) (1,120) 7 (369) $ $ 2017 20,847 15,355 36,202 2,216 2,246 19,419 12,321 2,253 449 10,517 Total assets as at October 31 $ 404,444 $ 403,937 $ 406,138 $ 64,476 $ 1,278,995 1 Certain comparative amounts have been recast to conform with the presentation 3 Net interest income within Wholesale Banking is calculated on a TEB. The TEB adopted in the current period. 2 The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to the Bank under the agreements. adjustment reflected in Wholesale Banking is reversed in the Corporate segment. 4 Effective February 1, 2017, the total gains and losses as a result of changes in fair value of the CDS and interest rate swap contracts hedging the reclassified financial assets at FVOCI (AFS securities under IAS 39) portfolio are recorded in Wholesale Banking. Previously, these derivatives were accounted for on an accrual basis in Wholesale Banking and the gains and losses related to the derivatives, in excess of the accrued costs were reported in Corporate segment. 208 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS 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 location 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 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. N O T E 3 0 INTEREST INCOME AND EXPENSE The following table presents interest income and interest expense by basis of accounting measurement. Please refer to Note 2 for the type of instruments measured at amortized cost and FVOCI. Interest Income and Expense1 (millions of Canadian dollars) Measured at amortized cost Measured at FVOCI Not measured at amortized cost or FVOCI2 Total For the years ended October 31 As at October 31 2019 2019 Total revenue1 $ 23,599 15,557 1,909 $ 41,065 $ 23,332 13,751 1,809 $ 38,892 $ 20,911 13,371 1,920 $ 36,202 Income before income taxes Net income $ 7,237 4,827 1,165 $ 13,229 $ 8,886 3,768 1,119 $ 13,773 $ 7,250 3,677 1,394 $ 12,321 $ 5,208 4,180 2,298 $ 11,686 2018 $ 6,523 2,993 1,818 $ 11,334 2017 $ 5,660 3,075 1,782 $ 10,517 Total assets $ 769,314 524,397 121,579 $ 1,415,290 2018 $ 713,677 514,263 106,963 $ 1,334,903 2017 $ 648,924 515,478 114,593 $ 1,278,995 October 31, 2019 For the years ended October 31, 2018 Interest income Interest expense Interest income Interest expense $ 31,663 3,165 34,828 7,171 $ 41,999 $ 11,294 – 11,294 6,774 $ 18,068 $ 27,693 2,946 30,639 5,783 $ 9,286 – 9,286 4,897 $ 36,422 $ 14,183 1 Certain comparative amounts have been reclassified to conform with the 2 Includes interest income, interest expense, and dividend income for financial presentation adopted in the current period. instruments that are measured or designated at FVTPL and equities designated at FVOCI. N O T E 3 1 CREDIT RISK 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. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 209 Concentration of Credit Risk (millions of Canadian dollars, except as noted) Canada United States United Kingdom Europe – other Other international Total As at Derivative fnancial Loans and customers’ liability under acceptances1,2 October 31 2018 October 31 2019 Credit instruments3,4 October 31 2019 October 31 2018 October 31 2019 67% 32 – – 1 100% 67% 32 – – 1 100% 38% 58 1 2 1 100% 40% 57 1 1 1 100% 25% 31 17 20 7 100% $ 700,226 $ 666,405 $ 233,840 $ 210,804 $ 46,829 instruments5,6 October 31 2018 24% 31 15 24 6 100% $ 55,615 1 Of the total loans and customers’ liability under acceptances, the only industry segment which equalled or exceeded 5% of the total concentration as at October 31, 2019 was real estate 10% (October 31, 2018 – 9%). (October 31, 2018 – 7%); professional and other services 6% (October 31, 2018 – 6%); non-residential real estate development 6% (October 31, 2018 – 5%); telecommunications, cable, and media 6% (October 31, 2018 – 7%). 2 Includes loans that are measured at FVOCI. 3 As at October 31, 2019, the Bank had commitments and contingent liability contracts in the amount of $234 billion (October 31, 2018 – $211 billion). Included are commitments to extend credit totalling $207 billion (October 31, 2018 – $184 billion), of which the credit risk is dispersed as detailed in the table above. 5 As at October 31, 2019, the current replacement cost of derivative financial instruments amounted to $47 billion (October 31, 2018 – $56 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. 4 Of the commitments to extend credit, industry segments which equalled or 6 The largest concentration by counterparty type was with financial institutions exceeded 5% of the total concentration were as follows as at October 31, 2019: financial institutions 22% (October 31, 2018 – 19%); pipelines, oil and gas 9% (October 31, 2018 – 10%); automotive 9% (October 31, 2018 – 9%); power and utilities 8% (October 31, 2018 – 9%); sundry manufacturing and wholesale 7% (including non-banking financial institutions), which accounted for 69% of the total as at October 31, 2019 (October 31, 2018 – 68%). The second largest concentration was with governments, which accounted for 22% of the total as at October 31, 2019 (October 31, 2018 – 26%). No other industry segment exceeded 5% of the total. The following table presents the maximum exposure to credit risk of fnancial instruments, before taking account of any collateral held or other credit enhancements. Gross Maximum Credit Risk Exposure1 (millions of Canadian dollars) Cash and due from banks Interest-bearing deposits with banks Securities2 Financial assets designated at fair value through proft or loss Government and government-insured securities Other debt securities Trading Government and government-insured securities Other debt securities Retained interest Non-trading securities at fair value through proft or loss Government and government-insured securities Other debt securities Securities at fair value through other comprehensive income Government and government-insured securities Other debt securities Debt securities at amortized cost Government and government-insured securities Other debt securities Securities purchased under reverse purchase agreements Derivatives3 Loans Residential mortgages Consumer instalment and other personal Credit card Business and government Trading loans Non-trading loans at fair value through proft or loss Loans at fair value through other comprehensive income Customers’ liability under acceptances Amounts receivable from brokers, dealers, and clients Other assets Total assets Credit instruments4 Unconditionally cancellable commitments to extend credit relating to personal lines of credit and credit card lines Total credit exposure October 31 2019 As at October 31 2018 $ 4,863 25,583 $ 4,735 30,720 1,413 2,627 44,445 18,680 19 319 4,081 83,171 23,969 78,275 52,222 165,935 48,894 235,530 179,085 34,989 235,004 12,482 1,796 2,124 13,494 20,575 5,913 1,295,488 233,840 1,397 2,221 47,085 20,106 25 – 2,340 94,733 30,948 60,535 46,636 127,379 56,996 225,081 170,976 34,015 216,321 10,990 1,336 2,745 17,267 26,940 5,886 1,237,413 210,804 311,138 $ 1,840,466 301,752 $ 1,749,969 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Excludes equity securities. 3 The carrying amount of the derivative assets represents the maximum credit risk exposure related to derivative contracts. 4 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. Refer to Note 27 for further details. 210 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS N O T E 3 2 REGULATORY CAPITAL The Bank manages its capital under guidelines established by OSFI. The regulatory capital guidelines measure capital in relation to credit, trading 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 fnancial institution as determined by: – the Bank’s Risk Appetite Statement; – capital requirements defned by relevant regulatory authorities; and – the Bank’s internal assessment of capital requirements consistent with the Bank’s risk profle and risk tolerance levels. • To have the most economically achievable weighted-average cost of capital, consistent with preserving the appropriate mix of capital elements to meet targeted capitalization levels. • To ensure ready access to sources of appropriate capital, at reasonable 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 overall objective of providing a satisfactory return on shareholders’ equity. Basel III Capital Framework Capital requirements of the Basel Committee on Banking Supervision (BCBS) are commonly referred to as Basel III. Under Basel III, Total Capital consists of three components, namely Common Equity Tier 1, Additional Tier 1, and Tier 2 Capital. Risk sensitive regulatory capital ratios are calculated by dividing CET1, Tier 1, and Total Capital by their respective risk-weighted assets (RWA), inclusive of any minimum requirements outlined under the regulatory foor. In 2015, Basel III also implemented a non-risk sensitive leverage ratio to act as a supplementary measure to the risk-sensitive capital requirements. The objective of the leverage ratio is to constrain the build-up of excess leverage in the banking sector. The leverage ratio is calculated by dividing Tier 1 Capital by leverage exposure which is primarily comprised of on-balance sheet assets with adjustments made to derivative and securities fnancing transaction exposures, and credit equivalent amounts of off-balance sheet exposures. 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 specifes methodologies for the measurement of credit, trading market, and operational risks. The Bank uses the advanced approaches for the majority of its portfolios. In the U.S. Retail segment, the Bank calculates the majority of the retail portfolio’s, and certain other portfolio’s, credit RWA using the AIRB approach. The remaining assets in the U.S. Retail segment continue to use the standardized approach for credit risk. 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 Life Insurance Capital Adequacy 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, 2019, the Bank complied with the OSFI Basel III guidelines related to capital ratios and the leverage ratio. Effective January 1, 2016, OSFI’s target CET1, Tier 1, and Total Capital ratios for Canadian banks designated as domestic systemically important banks (D-SIBs) includes a 1% common equity capital surcharge bringing the targets to 8%, 9.5%, and 11.5%, respectively. In addition, on June 25, 2018, OSFI provided greater transparency related to previously undisclosed Pillar 2 CET1 capital buffers through the introduction of the public Domestic Stability Buffer (DSB) which is held by D-SIBs against Pillar 2 risks. The current buffer is set at 2% of total risk-weighted assets (RWA) and must be met with CET1 Capital, effectively raising the CET1 target to 10%. OSFI has provided IFRS transitional provisions for the leverage ratio, which allows for the exclusion of assets securitized and sold through CMHC-sponsored programs prior to March 31, 2010, from the calculation. The following table summarizes the Bank’s regulatory capital position as at October 31. Regulatory Capital Position (millions of Canadian dollars, except as noted) Capital Common Equity Tier 1 Capital Tier 1 Capital Total Capital Risk-weighted assets used in the calculation of capital ratios1 Common Equity Tier 1 Capital Tier 1 Capital Total Capital Capital and leverage ratios Common Equity Tier 1 Capital ratio1 Tier 1 Capital ratio1 Total Capital ratio1 Leverage ratio As at October 31 2019 October 31 2018 $ 55,042 $ 52,389 61,683 59,735 74,122 70,434 $ 455,977 $ 435,632 455,977 435,780 455,977 435,927 12.1% 13.5 16.3 4.0 12.0% 13.7 16.2 4.2 1 In accordance with the final CAR guideline, the Credit Valuation Adjustment (CVA) capital charge has been phased in until the first quarter of 2019. Each capital ratio has its own RWA measure due to the OSFI prescribed scalar for inclusion of the CVA. For fiscal 2019, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA are all 100%. For fiscal 2018, the scalars were 80%, 83%, and 86%, respectively. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 211 N O T E 3 3 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, liquidity, and insurance risks are an integral part of the 2019 Consolidated Financial Statements. N O T E 3 4 INFORMATION ON SUBSIDIARIES The following is a list of the directly or indirectly held signifcant subsidiaries. Significant Subsidiaries1 (millions of Canadian dollars) North America Greystone Capital Management Inc. Greystone Managed Investments Inc. GMI Serving Inc. 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 Group US Holdings LLC Toronto Dominion Holdings (U.S.A.), Inc. TD Prime Services LLC TD Securities (USA) LLC Toronto Dominion (Texas) LLC Toronto Dominion (New York) LLC Toronto Dominion Capital (U.S.A.), Inc. Toronto Dominion Investments, Inc. TD Bank US Holding Company Epoch Investment Partners, Inc. TDAM USA 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 Luxembourg International Holdings TD Ameritrade Holding Corporation4 TD Investment Services Inc. TD Life Insurance Company TD Mortgage Corporation TD Pacifc Mortgage Corporation The Canada Trust Company TD Securities Inc. TD Vermillion Holdings Limited TD Financial International Ltd. TD Reinsurance (Barbados) Inc. TD Waterhouse Canada Inc. Address of Head or Principal Offce2 Regina, Saskatchewan Regina, Saskatchewan Regina, Saskatchewan Montreal, Québec Montreal, Québec Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario 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 New York, New York Cherry Hill, New Jersey New York, New York New York, New York Cherry Hill, New Jersey Cherry Hill, New Jersey Farmington Hills, Michigan Cherry Hill, New Jersey New York, New York Cherry Hill, New Jersey Luxembourg, Luxembourg Omaha, Nebraska Toronto, Ontario Toronto, Ontario Toronto, Ontario Vancouver, British Columbia Toronto, Ontario Toronto, Ontario Toronto, Ontario Hamilton, Bermuda St. James, Barbados Toronto, Ontario As at October 31, 2019 Carrying value of shares owned by the Bank3 $ 714 Description Holding Company Securities Dealer Mortgage Servicing Entity Holding Company 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 Holding Company Holding Company Securities Dealer Securities Dealer Financial Services Entity Financial Services Entity Small Business Investment Company Merchant Banking and Investments Holding Company Investment Counselling and Portfolio Management Investment Counselling and Portfolio Management U.S. National Bank U.S. National Bank Automotive Finance Entity Financial Services Entity Broker-dealer and Registered Investment Advisor Insurance Agency Holding Company Securities Dealer Mutual Fund Dealer Insurance Company Deposit-Taking Entity Deposit-Taking Entity Trust, Loans, and Deposit-Taking Entity Investment Dealer and Broker Holding Company Holding Company Reinsurance Company Investment Dealer 1,595 365 2,619 1,370 67,117 52 85 9,775 2,231 26,880 2,442 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. included herein which are eliminated for consolidated financial reporting purposes. Certain amounts have been adjusted to conform with the presentation adopted in the current period. 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 Carrying amounts are prepared for purposes of meeting the disclosure requirements of Section 308 (3)(a)(ii) of the Bank Act. Intercompany transactions may be 4 As at October 31, 2019, the Bank’s reported investment in TD Ameritrade Holding Corporation was 43.19% (October 31, 2018 – 41.61%) of the outstanding shares of TD Ameritrade Holding Corporation. 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. 212 TD BANK GROUP ANNU AL REP ORT 2 019 FINA NCIAL RES ULTS Significant Subsidiaries (continued)1 (millions of Canadian dollars) International TD Bank N.V. TD Ireland Unlimited Company TD Global Finance Unlimited Company TD Securities (Japan) Co. Ltd. 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 Offce2 Amsterdam, The Netherlands Dublin, Ireland Dublin, Ireland Tokyo, Japan Sydney, Australia London, England London, England London, England London, England Singapore, Singapore Description Dutch Bank Holding Company Securities Dealer Securities Dealer Securities Dealer Holding Company UK Bank Holding Company Securities Dealer Financial Institution As at October 31, 2019 Carrying value of shares owned by the Bank3 $ 632 894 12 97 1,114 931 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 Carrying amounts are prepared for purposes of meeting the disclosure requirements of Section 308 (3)(a)(ii) of the Bank Act. Intercompany transactions may be included herein which are eliminated for consolidated financial reporting purposes. Certain amounts have been adjusted to conform with the presentation adopted in the current period. SUBSIDIARIES WITH RESTRICTIONS TO TRANSFER FUNDS Certain of the Bank’s subsidiaries have regulatory requirements to fulfl, in accordance with applicable law, in order to transfer funds, including paying dividends to, repaying loans to, or redeeming subordinated 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 1 and Pillar 2; • Local regulatory approval requirements; and • Local corporate and/or securities laws. As at October 31, 2019, the net assets of subsidiaries subject to regulatory or CAR was $86.3 billion (October 31, 2018 – $79.8 billion), before intercompany eliminations. In addition to regulatory requirements outlined above, the Bank may be subject to signifcant restrictions on its ability to use the assets or settle the liabilities of members of its group. Key contractual restrictions may arise from the provision of collateral to third parties in the normal course of business, for example through secured fnancing 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 Notes 9 and 27. Aside from non-controlling interests disclosed in Note 21, there were no signifcant restrictions 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 5 SIGNIFICANT AND SUBSEQUENT EVENTS, AND PENDING TRANSACTIONS Bank Supports Acquisition of TD Ameritrade Holding Corporation by The Charles Schwab Corporation On November 25, 2019, the Bank announced its support for the acquisition of TD Ameritrade, of which the Bank is a major shareholder, by The Charles Schwab Corporation (Schwab), through a defnitive agreement announced by those companies. Under the terms of the transaction, all TD Ameritrade shareholders, including the Bank, would exchange each TD Ameritrade share they own for 1.0837 shares of Schwab. As a result, the Bank will exchange its approximate 43% ownership in TD Ameritrade for an approximate 13.4% stake in Schwab, consisting of up to 9.9% voting common shares and the remainder in non-voting common shares, convertible upon transfer to a third party. TD expects to record a revaluation gain at closing. The transaction is subject to certain closing conditions, including majority approval by the shareholders of each of TD Ameritrade and Schwab, and majority approval of TD Ameritrade’s shareholders other than TD and certain other shareholders of TD Ameritrade that have entered into voting agreements. In addition, the transaction is subject to receipt of regulatory approvals. The transaction is expected to close in the second half of calendar 2020, subject to all applicable closing conditions having been satisfed. If the transaction closes, it is expected to have minimal capital impact on the Bank, and the Bank expects to account for its investment in Schwab using the equity method of accounting. The Bank and Schwab have entered into a new Stockholders’ Agreement that will become effective upon closing, under which the Bank will have two seats on Schwab’s Board of Directors, subject to the Bank meeting certain conditions. Under the agreement, the Bank will be subject to customary standstill and lockup restrictions. The Bank and Schwab have also entered into a revised and extended long-term IDA agreement that will become effective upon closing and extends to 2031. Starting on July 1, 2021, IDA deposits, which were $142 billion (US$108 billion) as at October 31, 2019, can be reduced at Schwab’s option by up to US$10 billion a year, with a foor of US$50 billion. The servicing fee under the revised IDA agreement will be set at 15 bps upon closing. TD BANK GROUP ANNUAL RE POR T 2 0 19 FI NANCIAL R ESULTS 213 ASSETS Cash resources and other Trading loans, securities, and other2 Non-trading fnancial assets at fair value through proft or loss Derivatives Debt securities at amortized cost, net of allowance for credit losses Held-to-maturity securities Securities purchased under reverse repurchase agreements Loans, net of allowance for loan losses Other Total assets LIABILITIES Trading deposits Derivatives Financial liabilities designated at fair value through proft or loss Deposits Other Subordinated notes and debentures Total liabilities EQUITY Shareholders’ Equity Common shares Preferred shares Treasury shares Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Non-controlling interests in subsidiaries Ten-year Statistical Review – IFRS Condensed Consolidated Balance Sheet1 (millions of Canadian dollars) 2019 2018 2017 2016 2015 2014 2013 2012 2011 $ 30,446 $ 35,455 $ 55,156 $ 57,621 $ 261,144 262,115 254,361 211,111 45,637 188,317 $ 46,554 168,926 $ 32,164 188,016 $ 25,128 199,280 $ 24,112 171,109 6,503 48,894 4,015 56,996 130,497 n/a 107,171 n/a n/a 56,195 n/a 71,363 n/a 72,242 n/a 84,395 n/a 69,438 n/a 74,450 n/a 55,796 n/a 56,977 n/a 49,461 n/a 29,961 n/a 60,919 n/a 59,845 n/a – n/a – 165,935 684,608 87,263 127,379 646,393 95,379 134,429 612,591 94,900 86,052 585,656 79,890 97,364 544,341 84,826 82,556 478,909 70,793 64,283 444,922 53,214 69,198 408,848 47,680 56,981 377,187 46,259 $ 1,415,290 $ 1,334,903 $ 1,278,995 $ 1,176,967 $ 1,104,373 $ 960,511 $ 862,021 $ 811,053 $ 735,493 $ 26,885 $ 114,704 $ 50,051 48,270 79,940 $ 51,214 79,786 $ 65,425 74,759 57,218 $ 59,334 51,209 $ 50,967 49,471 $ 38,774 64,997 $ 29,613 61,715 105,131 886,977 247,820 10,725 16 851,439 231,694 8,740 8 832,824 230,291 9,528 190 773,660 172,801 10,891 1,415 695,576 199,740 8,637 3,250 600,716 181,986 7,785 12 541,605 160,601 7,982 17 487,754 160,088 11,318 32 449,428 139,158 11,543 1,327,589 1,254,863 1,203,805 1,102,753 1,037,345 904,280 810,638 762,948 691,489 21,713 5,800 (47) 157 49,497 10,581 87,701 – 21,221 5,000 (151) 193 46,145 6,639 79,047 993 20,931 4,750 (183) 214 40,489 8,006 74,207 983 20,711 4,400 (36) 203 35,452 11,834 72,564 1,650 74,214 20,294 2,700 (52) 214 32,053 10,209 65,418 1,610 67,028 19,811 2,200 (55) 205 27,585 4,936 54,682 1,549 56,231 19,316 3,395 (147) 170 23,982 3,159 49,875 1,508 51,383 18,691 3,395 (167) 196 20,868 3,645 46,628 1,477 48,105 17,491 3,395 (116) 212 18,213 3,326 42,521 1,483 44,004 Total equity 87,701 80,040 75,190 Total liabilities and equity $ 1,415,290 $ 1,334,903 $ 1,278,995 $ 1,176,967 $ 1,104,373 $ 960,511 $ 862,021 $ 811,053 $ 735,493 Condensed Consolidated Statement of Income – Reported2 (millions of Canadian dollars) 2019 Net interest income Non-interest income $ 23,931 $ 17,134 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 TD Ameritrade Provision for (recovery of) income taxes Equity in net income of an investment in TD Ameritrade Net income Preferred dividends 41,065 3,029 2,787 22,020 13,229 2,735 1,192 11,686 252 2018 22,239 16,653 38,892 2,480 2,444 20,195 13,773 3,182 743 11,334 214 2017 $ 20,847 $ 15,355 36,202 2,216 2,246 19,419 12,321 2,253 449 10,517 193 2016 19,923 14,392 34,315 2,330 2,462 18,877 10,646 2,143 433 8,936 141 2015 2014 2013 2012 2011 $ 18,724 12,702 $ 17,584 12,377 $ 16,074 11,185 $ 15,026 10,520 $ 13,661 10,179 31,426 1,683 2,500 18,073 29,961 1,557 2,833 16,496 27,259 1,631 3,056 15,069 25,546 1,795 2,424 14,016 23,840 1,490 2,178 13,047 9,170 1,523 377 8,024 99 9,075 1,512 320 7,883 143 7,503 1,135 272 6,640 185 7,311 1,085 234 6,460 196 7,125 1,326 246 6,045 180 Net income available to common shareholders and non-controlling interests in subsidiaries Attributable to: $ 11,434 $ 11,120 $ 10,324 $ 8,795 $ 7,925 $ 7,740 $ 6,455 $ 6,264 $ 5,865 Common shareholders Non-controlling interests in subsidiaries $ 11,416 $ 18 11,048 $ 72 10,203 $ 121 8,680 $ 115 7,813 112 $ 7,633 107 $ 6,350 105 $ 6,160 104 $ 5,761 104 Condensed Consolidated Statement of Changes in Equity (millions of Canadian dollars) 2019 2018 2017 2016 2015 2014 2013 2012 2011 Shareholders’ Equity Common shares Preferred shares Treasury shares Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Total $ $ $ $ 21,713 5,800 (47) 157 49,497 10,581 87,701 21,221 5,000 (151) 193 46,145 6,639 79,047 20,931 4,750 (183) 214 40,489 8,006 74,207 Non-controlling interests in subsidiaries – 993 983 $ 20,711 4,400 (36) 203 35,452 11,834 72,564 1,650 20,294 2,700 (52) 214 32,053 10,209 65,418 1,610 $ 19,811 2,200 (55) 205 27,585 $ 19,316 3,395 (147) 170 23,982 $ 18,691 3,395 (167) 196 20,868 $ 17,491 3,395 (116) 212 18,213 4,936 54,682 1,549 3,159 49,875 1,508 3,645 46,628 1,477 3,326 42,521 1,483 Total equity $ 87,701 $ 80,040 $ 75,190 $ 74,214 $ 67,028 $ 56,231 $ 51,383 $ 48,105 $ 44,004 1 Certain comparative amounts have been recast to conform with the presentation adopted in the current period. 2 Includes financial assets designated at fair value through profit or loss and financial assets at fair value through other comprehensive income (available-for-sale securities under IAS 39). 214 TD BANK GROUP ANNUAL REPORT 2019 TEN-YEAR STATISTICAL REVIEW Ten-year Statistical Review – Canadian GAAP Condensed Consolidated Balance Sheet (millions of Canadian dollars) 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 interests in subsidiaries EQUITY Common shares Preferred shares Treasury shares Contributed surplus Retained earnings Accumulated other comprehensive income (loss) 2011 2010 $ 24,111 192,538 53,599 303,495 112,617 $ 686,360 $ 481,114 145,209 11,670 32 1,483 $ 21,710 171,612 50,658 269,853 105,712 $ 619,545 $ 429,971 132,691 12,506 582 1,493 639,508 577,243 18,417 3,395 (116) 281 24,339 536 46,852 16,730 3,395 (92) 305 20,959 1,005 42,302 Total liabilities and shareholders’ equity $ 686,360 $ 619,545 Condensed Consolidated Statement of Income – Reported (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 8,763 21,594 1,465 13,083 7,046 1,299 104 246 5,889 180 2010 $ 11,543 8,022 19,565 1,625 12,163 5,777 1,262 106 235 4,644 194 Net income available to common shareholders $ 5,709 $ 4,450 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 equity 2011 $ 18,417 3,395 (116) 281 24,339 536 $ 46,852 2010 $ 16,730 3,395 (92) 305 20,959 1,005 $ 42,302 215 TD BANK GROUP ANNUAL REPORT 2019 TEN-YEAR STATISTICAL REVIEW Ten-year Statistical Review Other Statistics – IFRS Reported Per common share 2019 2018 2017 2016 2015 2014 2013 $ 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 (1-year)1 6.26 $ 6.25 2.89 45.20 75.21 1.66 3.0% 7.1 6.02 $ 6.01 2.61 40.50 73.03 1.80 (0.4)% 3.1 5.51 $ 5.50 2.35 37.76 73.34 1.94 20.5% 24.8 4.68 $ 4.67 2.16 36.71 60.86 1.66 13.4% 17.9 4.22 $ 4.21 2.00 33.81 53.68 1.59 (3.2)% 0.4 4.15 $ 4.14 1.84 28.45 55.47 1.95 16.0% 20.1 $ 3.46 3.44 1.62 25.33 47.82 1.89 17.7% 22.3 2012 3.40 3.38 1.45 23.60 40.62 1.72 $ 2011 3.25 3.21 1.31 21.72 37.62 1.73 8.0% 11.9 2.4% 5.7 Performance 9 Return on common equity 14.5% 15.7% 14.9% 13.3% 13.4% 15.4% 14.2% 15.0% 16.2% ratios 10 Return on Common Equity Tier 1 Capital risk-weighted assets2,3 11 Effciency ratio 12 Net interest margin 13 Common dividend payout ratio 14 Dividend yield4 15 Price-earnings ratio5 2.55 53.6 1.96 46.1 3.9 12.0 2.56 51.9 1.95 43.3 3.5 12.2 2.46 53.6 1.96 42.6 3.6 13.3 2.21 55.0 2.01 46.1 3.9 13.0 2.20 57.5 2.05 47.4 3.7 12.8 2.45 55.1 2.18 44.3 3.5 13.4 2.32 55.3 2.20 46.9 3.8 13.9 2.58 54.9 2.23 42.5 3.7 12.0 2.78 60.2 2.30 40.2 3.4 11.7 Asset quality 16 Net impaired loans as a % of net loans6,7 17 Net impaired loans as a % of common equity6,7 0.33% 0.37% 0.38% 0.46% 0.48% 0.46% 0.50% 0.52% 0.56% 2.81 3.33 3.45 4.09 4.24 4.28 4.83 4.86 5.27 Capital ratios Other 18 Provision for credit losses as a % of net average loans and acceptances6,7 0.45 19 Common Equity Tier 1 Capital ratio3,8 20 Tier 1 Capital ratio2,3 21 Total Capital ratio2,3 22 Common equity to total assets 23 Number of common shares 12.1% 13.5 16.3 5.8 0.39 12.0% 13.7 16.2 5.5 0.37 0.41 0.34 0.34 0.38 0.43 0.39 10.7% 12.3 14.9 10.4% 12.2 15.2 5.4 5.8 9.9% 11.3 14.0 5.7 9.4% 10.9 13.4 5.5 9.0% n/a% n/a% 11.0 14.2 5.4 12.6 15.7 5.3 13.0 16.0 5.3 outstanding (millions) 1,811.9 1,828.3 1,839.6 1,857.2 1,855.1 1,844.6 1,835.0 1,832.3 1,802.0 24 Market capitalization (millions of Canadian dollars) $ 136,274 $ 133,519 $ 134,915 $ 113,028 $ 99,584 $ 102,322 $ 87,748 $ 74,417 $ 67,782 25 Average number of full-time equivalent staff9 26 Number of retail outlets10 27 Number of retail brokerage offces 28 Number of automated 89,031 2,380 113 84,383 2,411 109 83,160 2,446 109 81,233 2,476 111 81,483 2,514 108 81,137 2,534 111 78,748 2,547 110 78,397 2,535 112 75,631 2,483 108 banking machines 6,302 5,587 5,322 5,263 5,171 4,833 4,734 4,739 4,650 1 Total shareholder return is calculated based on share price movement and 4 Dividend yield is calculated as the dividend per common share paid during the year dividends reinvested over a trailing one-year period. divided by the daily average closing stock price during the year. 2 Effective fiscal 2013, amounts are calculated in accordance with the Basel III 5 The price-earnings ratio is computed using diluted net income per common share regulatory framework, and are presented based on the “all-in” methodology. Prior to fiscal 2013, amounts were calculated in accordance with the Basel II regulatory framework. Prior to 2012, amounts were calculated based on Canadian GAAP. 3 Effective fiscal 2014, the CVA has been 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 were 57%, 65% and 77%, respectively. For fiscal 2015 and 2016, the scalars for inclusion of CVA for CET1, Tier 1, and Total Capital RWA were 64%, 71%, and 77%, respectively. For fiscal 2017, the corresponding scalars were 72%, 77%, and 81%, respectively, for fiscal 2018, were 80%, 83%, and 86%, respectively, and for fiscal 2019, the corresponding scalars are all 100%. Prior to the second quarter of 2018, the RWA as it relates to the regulatory floor was calculated based on the Basel I risk weights which are the same for all capital ratios. over the trailing 4 quarters. 6 Includes customers’ liability under acceptances. 7 Excludes acquired credit-impaired loans, and prior to November 1, 2017, certain debt securities classified as loans (DSCL). DSCL are now classified as debt securities at amortized cost under IFRS 9. 8 Effective fiscal 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 years prior to fiscal 2013 are not applicable (n/a). 9 In fiscal 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 years prior to fiscal 2014 have not been restated. 10 Includes retail bank outlets, private client centre branches, and estate and trust branches. 216 TD BANK GROUP ANNUAL REPORT 2019 TEN-YEAR STATISTICAL REVIEW Ten-year Statistical Review (continued) Other Statistics – Canadian GAAP 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’ investment1 Performance 9 Return on common equity ratios 10 Return on risk-weighted assets 11 Effciency ratio2 12 Net interest margin 13 Common dividend payout ratio 14 Dividend yield3 15 Price-earnings ratio4 Asset quality Impaired loans net of specifc allowance as a % of net loans5 16 17 Net impaired loans as a % of common equity5 18 Provision for credit losses as a % of net average loans5 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 staff 25 Number of retail outlets6 26 Number of retail brokerage offces 27 Number of automated banking machines $ 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 $ 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 1,802.0 $ 67,782 75,631 2,483 108 4,650 6.3 1,757.0 $ 64,526 68,725 2,449 105 4,550 1 Return is calculated based on share price movement and dividends reinvested 4 The price-earnings ratio is computed using diluted net income per common over the trailing twelve-month period. share over the trailing 4 quarters. 2 The efficiency ratio under Canadian GAAP is based on the presentation of insurance revenue being reported net of claims and expenses. 5 Excludes acquired credit-impaired loans and certain DSCL. 6 Includes retail bank outlets, private client centre branches, and estate and 3 Dividend yield is calculated as the dividend per common share paid during the trust branches. year divided by the daily average closing stock price during the year. 217 TD BANK GROUP ANNUAL REPORT 2019 TEN-YEAR STATISTICAL REVIEW GLOSSARY Financial and Banking Terms Adjusted Results: A non-GAAP fnancial 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 counterparty-specifc, collectively assessed allowance for individually insignifcant impaired loans, and collectively assessed allowance for incurred but not identifed credit losses. The allowance is increased by the provision for credit losses, and decreased by write-offs net of recoveries and disposals. The Bank maintains the allowance at levels that management believes are adequate to absorb incurred credit-related losses in the lending portfolio. Alt-A Mortgages: A classifcation 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 underwriting programs. Amortized Cost: The amount at which a fnancial asset or fnancial liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization, using EIRM, of any differences between the initial amount and the maturity amount, and minus any reduction for impairment. Assets under Administration (AUA): Assets that are benefcially 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 (AUM): Assets that are benefcially owned by customers, managed by the Bank, where the Bank has discretion to make 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. Some assets under management that are also administered by the Bank are included in assets under administration. Asset-backed Commercial Paper (ABCP): A form of commercial paper that is collateralized by other fnancial assets. Institutional investors usually purchase such instruments in order to diversify their assets and generate short-term gains. Asset-backed Securities (ABS): A security whose value and income payments are derived from and collateralized (or “backed”) by a specifed pool of underlying assets. Average Common Equity: Average common equity is the equity cost of capital calculated using the capital asset pricing model. Average Earning Assets: The average carrying value of deposits with banks, loans and securities based on daily balances for the period ending October 31 in each fscal 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 Consolidated Balance Sheet. Collateralized Mortgage Obligation (CMO): They are collateralized debt obligations consisting of mortgage-backed securities that are separated and issued as different classes of mortgage pass-through securities with different terms, interest rates, and risks. CMOs by private issuers are collectively referred to as non-agency CMOs. 218 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, fnancial, and insurance entities, deferred tax assets, defned beneft 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. Compound Annual Growth Rate (CAGR): A measure of growth over multiple time periods from the initial investment value to the ending investment value assuming that the investment has been compounding over the time period. 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 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 (EIR): The rate that discounts expected future cash fows for the expected life of the fnancial instrument to its carrying value. The calculation takes into account the contractual interest rate, along with any fees or incremental costs that are directly attributable to the instrument and all other premiums or discounts. Effective Interest Rate Method (EIRM): A technique for calculating the actual interest rate in a period based on the amount of a fnancial instrument’s book value at the beginning of the accounting period. Under EIRM, the effective interest rate, which is a key component of the calculation, discounts the expected future cash infows and outfows expected over the life of a fnancial instrument. Effciency Ratio: Non-interest expenses as a percentage of total revenue; the effciency ratio measures the effciency of the Bank’s operations. Enhanced Disclosure Task Force (EDTF): Established by the Financial Stability Board in May 2012 with the goal of improving the risk disclosures of the banks and other fnancial institutions. Expected Credit Loss (ECL): Is a calculation of the present value of the amount expected to be lost on a fnancial asset, for fnancial reporting purposes. It is calculated as: ECL = PD (probability of default) x EAD (exposure at default) x LGD (loss given default) x Discount Factor. Discount Factor is based on the expected date of default. Fair Value: 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. Federal Deposit Insurance Corporation (FDIC): A U.S. government corporation which provides deposit insurance guaranteeing the safety of a depositor’s accounts in member banks. The FDIC also examines and supervises certain fnancial institutions for safety and soundness, performs certain consumer-protection functions, and manages banks in receiverships (failed banks). Fair value reported in proft and loss (FVPL): Under IFRS 9, the classifcation is dependent on two tests, a contractual cash fow test (named SPPI) and a business model assessment. Unless the asset meets the requirements of both tests, it is measured at fair value with all changes in fair value reported in proft and loss. TD BANK GROUP ANNUAL REPORT 2019 GLOSSARY GLOSSARY (continued) Fair value through other comprehensive income (FVOCI): Under IFRS 9, if the asset passes the contractual cash fows test (named SPPI), the business model assessment determines how the instrument is classifed. If the instrument is being held to collect contractual cash fows, that is, if it is not expected to be sold, it is classifed as amortized cost. If the business model for the instrument is to both collect contractual cash fows and potentially sell the asset, it is reported at FVOCI. 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 fxed price at a future date. Futures: Exchange-traded contracts to buy or sell a security at a predetermined price on a specifed future date. Hedging: A risk management technique intended to mitigate the Bank’s exposure to fuctuations 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. Loss Given Default (LGD): It 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. Mark-to-Market (MTM): A valuation that refects current market rates as at the balance sheet date for fnancial 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. Non-Viability Contingent Capital (NVCC): Instruments (preferred shares and subordinated debt) that contain a feature or a provision that allows the fnancial institution to either permanently convert these instruments into common shares or fully write-down the instrument, in the event that the institution is no longer viable. Notional: A reference amount on which payments for derivative fnancial instruments are based. Offce of the Superintendent of Financial Institutions Canada (OSFI): The regulator of Canadian federally chartered fnancial institutions and federally administered 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 fnancial instrument or commodity at a predetermined price at or by a specifed future date. Prime Jumbo Mortgages: A classifcation 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. Probability of Default (PD): It is the likelihood that a borrower will not be able to meet its scheduled repayments. 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 incurred 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 Equity (ROE): 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. Return on Tangible Common Equity (ROTCE): A non-GAAP fnancial measure calculated as reported net income available to common shareholders after adjusting for the after tax amortization of acquired intangibles, which are treated as an item of note, as a percentage of average Tangible common equity. 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 fnancial 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. Solely Payments of Principal and Interest (SPPI): IFRS 9 requires that the following criteria be met in order for a fnancial instrument to be classifed at amortized cost: • The entity’s business model relates to managing fnancial assets (such as bank trading activity), and, as such, an asset is held with the intention of collecting its contractual cash fows; and • An asset’s contractual cash fows represent SPPI. Swaps: Contracts that involve the exchange of fxed and foating interest rate payment obligations and currencies on a notional principal for a specifed period of time. Tangible common equity (TCE): A non-GAAP fnancial measure calculated as common shareholders’ equity less goodwill, imputed goodwill, and intangibles on an investment in TD Ameritrade and other acquired intangible assets, net of related deferred tax liabilities. Taxable Equivalent Basis (TEB): A non-GAAP fnancial measure that increases revenues and the provision for income taxes by an amount that would increase revenues 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 defned 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 specifed period of time. 219 TD BANK GROUP ANNUAL REPORT 2019 GLOSSARY Board Committees COMMITTEE MEMBERS1 KEY RESPONSIBILITIES1 Corporate Governance Committee Brian M. Levitt (Chair) William E. Bennett Karen E. Maidment Alan N. MacGibbon Responsibility for corporate governance of the Bank: • Identify individuals qualifed to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders and recommend candidates to fll vacancies on the Board that occur between meetings of the shareholders; Develop and 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 the Bank; • • Satisfy itself that the Bank communicates effectively, both proactively and responsively, with its shareholders, other interested parties, and the public; • Oversee the Bank’s strategy and reporting on corporate responsibility for environmental and social matters; • Act as the conduct review committee for the Bank and certain of its Canadian subsidiaries that are federally-regulated fnancial institutions, including providing oversight of conduct risk; and • Oversee the evaluation of the Board and Committees. Human Resources Committee Karen E. Maidment (Chair) Amy W. Brinkley Mary Jo Haddad Brian M. Levitt Nadir H. Mohamed 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 Chief Executive Offcer (CEO), which encourage the Bank’s long-term fnancial success and regularly measure the CEO’s performance against these objectives; • Recommend compensation for the CEO to the Board for approval, and review and approve compensation for certain senior offcers; • Monitor the Bank’s compensation strategy, plans, policies, and practices for alignment to the Financial Stability Board Principles for Sound Compensation Practices and Implementation Standards, including the appropriate consideration of risk; • Oversee a robust talent planning and development process, including review and approval of the succession plans for the senior offcer positions and heads of control functions; • Review and recommend the CEO succession plan to the Board of Directors for approval; • Produce a report on compensation which is published in the Bank’s annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation; and • Oversee strategy, design and management of the Bank’s employee pension, retirement savings, and beneft plans. Risk Committee William E. Bennett (Chair) Amy W. Brinkley Colleen A. Goggins David E. Kepler Alan N. MacGibbon Karen E. Maidment Supervising the management of risk of the Bank: • Approve the Enterprise Risk Framework (ERF) and related risk category frameworks and policies that establish the appropriate approval levels for decisions and other measures to manage risk to which the Bank is exposed; • Review and recommend the Bank’s Enterprise Risk Appetite Statement for approval by the Board and oversee the Bank’s major risks as set out in the ERF; • Review the Bank’s risk profle against Risk Appetite of the Bank; and • Provide a forum for “big-picture” analysis of an enterprise view of risk including considering trends and current and emerging risks. Audit Committee Alan N. MacGibbon2 (Chair) William E. Bennett2 Brian C. Ferguson2 Jean-René Halde Irene R. Miller2 Claude Mongeau2 Supervising the quality and integrity of the Bank’s fnancial reporting and compliance requirements: • Oversee reliable, accurate, and clear fnancial reporting to shareholders; • Oversee effectiveness of internal controls, including internal controls over fnancial reporting; • Directly responsible for the selection, compensation, retention and oversight of the work of the shareholders’ auditor – the shareholders’ auditor reports directly to the Committee; • Receive reports from the shareholders’ auditor, chief fnancial offcer, chief auditor, chief compliance offcer, global chief anti-money laundering offcer, and evaluate the effectiveness and independence of each; • Oversee the establishment and maintenance of policies and programs reasonably designed to achieve and maintain the Bank’s compliance with the laws and regulations that apply to it; and • Act as the Audit Committee for certain subsidiaries of the Bank that are federally regulated fnancial institutions. 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 2019 Annual Information Form. 1 As at December 4, 2019 2 Designated Audit Committee Financial Expert 220 TD BANK GROU P AN NUAL REPO RT 20 19 BOA RD C OMMIT TEE S 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 2019 Ernst & Young LLP DIVIDENDS Direct dividend depositing: Registered 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. Benefcial shareholders should contact their intermediary. U.S. dollar dividends: For registered shareholders, 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. Registered shareholders whose dividends are sent to non-U.S. addresses can also 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 daily average exchange rate published at 16:30 (Eastern) on the ffth business day after the record date, or as otherwise advised by the Bank. Benefcial shareholders should contact their intermediary. Dividend information 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 certifcate) Missing dividends, lost share certifcates, estate questions, address changes to the share register, dividend bank account changes, the dividend reinvestment plan, eliminating duplicate mailings of shareholder materials or stopping (or resuming) receiving annual and quarterly reports Hold your TD shares through the Direct Registration System in the United States Missing dividends, lost share certifcates, estate questions, address changes to the share register, eliminating duplicate mailings of shareholder materials or stopping (or resuming) receiving annual and quarterly reports Transfer Agent: AST Trust Company (Canada) P.O. Box 700, Station B Montréal, Québec H3B 3K3 1-800-387-0825 (Canada and U.S. only) or 416-682-3860 Facsimile: 1-888-249-6189 inquiries@astfnancial.com or www.astfnancial.com/ca-en Co-Transfer Agent and Registrar: Computershare P.O. Box 505000 Louisville, KY 40233 or 462 South 4th Street, Suite 1600 Louisville, KY 40202 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/investor Benefcially 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 Chair of the Board, by writing to: Chair 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 Chair received from shareholders and expressing an interest to communicate directly with the independent directors via the Chair 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 1-866-222-3456 In the U.S. contact TD Bank, America’s Most Convenient Bank® 1-888-751-9000 French: 1-800-895-4463 Cantonese/Mandarin: 1-800-387-2828 Telephone device for the hearing impaired (TTY): 1-800-361-1180 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 Thursday, April 2, 2020 9:30 a.m. (Eastern) Design Exchange 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 BANK GROUP ANNUAL REP O RT 20 1 9 SH A REH OLD ER A N D IN VESTOR INFORMATION 221 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 ® 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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