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Structured Entities
12 Months Ended
Oct. 31, 2025
Structured Entities [Abstract]  
Structured Entities
NOTE 10: STRUCTURED ENTITIES
The Bank uses structured entities for a variety
 
of purposes including:
 
(1) to facilitate the transfer of specified risks
 
to clients; (2) as financing vehicles for itself or
 
for
clients; or (3)
 
to segregate assets on behalf of investors.
 
The Bank is typically restricted from accessing
 
the assets of the structured entity under the relevant
arrangements.
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, asset
manager, or loan servicer. Sponsorship of a structured entity may indicate
 
that the Bank had power over the entity at
 
inception; however, this is not sufficient to
determine if the Bank consolidates the entity. Regardless of
 
whether or not the Bank sponsors an entity, consolidation is determined
 
on a case-by-case basis.
(a)
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 sponsors both single-seller and
 
multi-seller securitization conduits. Depending
 
on the specifics of the entity, the variable returns absorbed through
ABCP may be significantly mitigated
 
by variable returns retained by the sellers.
 
The Bank provides liquidity facilities to certain
 
conduits for the benefit of ABCP
investors which are structured as loan
 
facilities between the Bank, as the sole liquidity
 
lender, and the Bank-sponsored entity.
 
If an entity experiences difficulty
issuing ABCP due to illiquidity in the commercial
 
market, the entity may draw on the loan facility, and use the proceeds
 
to pay maturing ABCP. The ABCP issued
by each multi-seller conduit is in the conduit’s own
 
name with recourse to the financial assets
 
owned by the multi-seller conduit, and is non-recourse
 
to the Bank
except through our participation in liquidity facilities.
 
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
 
through the provision of first loss protection,
 
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 sellers with
 
alternate sources of financing through the
 
securitization of their assets. These
 
conduits are similar to single-seller
conduits except that financial assets are
 
purchased from more than one seller and
 
commingled into a single portfolio of assets. Each
 
transaction is structured with
transaction-specific first loss protection provided
 
by the third-party seller. This enhancement can take
 
various forms, including but not limited
 
to
overcollateralization, excess spread, subordinated
 
classes of financial assets, guarantees or
 
letters of credit. 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.
Where the Bank has power over multi-seller
 
conduits, but is not exposed to significant
 
variable returns it does not consolidate
 
such entities.
Investment Funds and Other Asset Management
 
Entities
As part of its asset management business,
 
the Bank creates investment funds and
 
trusts (including mutual funds), enabling it
 
to provide its clients with a broad
range of diversified exposure to different risk profiles,
 
in accordance with the client’s risk appetite.
 
Such entities may be actively managed or
 
may be passively
directed, for example, through the tracking
 
of a specified index, depending on
 
the entity’s investment strategy. Financing for these entities is obtained through
 
the
issuance of securities to investors, typically
 
in the form of fund units. Based on each
 
entity’s specific strategy and risk profile, the
 
proceeds from this issuance are
used by the entity to purchase a portfolio of
 
assets. An entity’s portfolio may contain investments
 
in securities, derivatives, or other assets, including
 
cash. At the
inception of a new investment fund or trust,
 
the Bank will typically invest an amount of
 
seed capital in the entity, allowing it to establish a performance
 
history in the
market. Over time, the Bank sells its seed
 
capital holdings to third-party investors, as the entity’s
 
AUM increases. As a result, the Bank’s holding
 
of seed capital
investment in its own sponsored investment
 
funds and trusts is typically not significant
 
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 significant
 
variable returns of the entity. This determination is made on
 
a case-by-case basis, in accordance
 
with the Bank’s
consolidation policy.
Financing Vehicles
The Bank may use structured entities to provide
 
a cost-effective means of financing its operations,
 
including raising capital or obtaining
 
funding. These structured
entities include TD Covered Bond (Legislative)
 
Guarantor Limited Partnership (the “Covered
 
Bond Entity”).
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 insufficient 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.
(b)
 
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
 
programs
 
of government-sponsored structured
 
entities, including the CMHC, a Crown
 
corporation of the Government of
Canada, and similar U.S. government-sponsored
 
entities. CMHC guarantees both NHA
 
MBS and CMB which are 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 significant
 
variable returns from
these agencies and does not have power over
 
the key economic activities of these 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 financing transactions with third-party
 
structured entities including commercial loans,
 
reverse repurchase
agreements, prime brokerage margin lending,
 
and similar collateralized lending transactions.
 
While such transactions expose the Bank
 
to the structured entities’
counterparty credit risk, this exposure is
 
mitigated by the collateral related to these
 
transactions. The Bank typically has neither
 
power nor significant variable
returns due to financing transactions with
 
structured entities and would not generally
 
consolidate such entities. Financing transactions
 
with third-party sponsored
structured entities are included on the Bank’s
 
Consolidated Financial Statements and have not
 
been included in the table accompanying
 
this Note.
Arm’s-length Servicing Relationships
In addition to the involvement outlined above,
 
the Bank may also provide services
 
to structured entities on an arm’s-length basis,
 
for example as sub-advisor to an
investment fund or asset servicer. Similarly, the Bank’s asset management services
 
provided to 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
 
significant variable returns from the provision
 
of arm’s-length
services to a structured entity and, consequently
 
does not consolidate such entities.
 
Fees and other exposures through servicing
 
relationships are included on the
Bank’s Consolidated Financial Statements and have
 
not been included in the table accompanying
 
this Note.
(c)
 
INVOLVEMENT WITH CONSOLIDATED STRUCTURED ENTITIES
Securitizations
The Bank securitizes credit card receivables
 
through securitization entities, predominantly
 
single-seller conduits. These conduits are
 
consolidated by the Bank
based on the factors described above. Aside
 
from the exposure resulting from its involvement
 
as seller and sponsor of consolidated securitization
 
conduits
described above, including the liquidity facilities
 
provided, the Bank has no contractual or
 
non-contractual arrangements to provide
 
financial support to
consolidated securitization conduits. The Bank’s
 
interests in securitization conduits
 
generally rank senior to interests held by other
 
parties, in accordance with the
Bank’s investment and risk policies. As a result,
 
the Bank has no significant obligations to absorb
 
losses before other holders of securitization issuances.
Consolidation of Structured Entities
Effective July 31, 2025, the Bank concluded that it
 
no longer controls its U.S. multi-seller ABCP
 
conduits due to a change in the Bank’s exposure
 
to variable
returns and has therefore deconsolidated
 
these conduits prospectively. The deconsolidation has resulted
 
in a decrease of $
17,702
 
million of Business and
government loans, $
2,695
 
million of Non-trading financial assets at fair
 
value through profit or loss (FVTPL), $
77
 
million of Other assets and $
19,332
 
million of
Other liabilities on the Consolidated Balance
 
Sheet. The Bank concurrently recognized
 
$
1,142
 
million in Trading loans, securities, and other on the
 
Consolidated
Balance Sheet, representing the ABCPs purchased
 
by the Bank ($
1,111
 
million as at October 31, 2024, which
 
was previously eliminated upon consolidation).
Impacts on the Consolidated Statement of
 
Income as a result of deconsolidation are
 
minimal. In addition, the Bank continues to provide
 
liquidity facilities to these
conduits. The total committed undrawn amount
 
under these facilities as at October 31,
 
2025 was $
16.0
 
billion (October 31, 2024 – $
13.1
 
billion).
Other Consolidated Structured Entities
Depending on the specific facts and circumstances
 
of the Bank’s involvement with structured
 
entities, the Bank may consolidate asset
 
management entities,
financing vehicles,
 
or third-party sponsored 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 financial support to these consolidated
 
structured entities.
(d)
 
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 mainly 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 control over these entities.
Carrying Amount and Maximum Exposure to Unconsolidated
 
Structured Entities
(millions of Canadian dollars)
As at
October 31, 2025
October 31, 2024
Investment
Investment
funds and
funds and
Securitizations
trusts
Other
Total
Securitizations
trusts
Other
Total
FINANCIAL ASSETS
Trading loans, securities,
 
and other
$
10,875
$
1,114
$
6
$
11,995
$
7,559
$
992
$
$
8,551
Non-trading financial assets at
fair value through profit or loss
4,583
854
178
5,615
684
836
98
1,618
Derivatives
1
1,668
1,668
680
680
Financial assets designated at
fair value through profit or loss
176
107
283
298
298
Financial assets at fair value through
other comprehensive income
36,650
737
37,387
22,615
967
2
23,584
Debt securities at amortized cost,
net of allowance for credit losses
93,453
1,210
94,663
117,890
1,210
119,100
Loans
729
4
733
4,114
3
4,117
Other
27
7
6,024
6,058
2
88
5,762
5,852
Total assets
146,493
5,701
6,208
158,402
152,864
5,074
5,862
163,800
FINANCIAL LIABILITIES
Deposits
1,226
1,226
1,451
1,451
Derivatives
1
 
3,988
 
3,988
 
645
 
645
Obligations related to securities
sold short
2,703
317
3,020
2,324
331
2,655
Total liabilities
2,703
4,305
1,226
8,234
2,324
976
1,451
4,751
Off-balance sheet exposure
2
 
57,910
4,253
3,358
 
65,521
 
22,897
4,392
2,990
 
30,279
Maximum exposure to loss from
involvement with unconsolidated
structured entities
$
201,700
$
5,649
$
8,340
$
215,689
$
173,437
$
8,490
$
7,401
$
189,328
Size of sponsored unconsolidated
structured entities
3
$
38,029
$
69,554
$
1
$
107,584
$
15,850
$
45,272
$
12
$
61,134
1
 
Derivatives primarily subject to vanilla interest rate or foreign exchange risk are not included in these amounts
 
as those derivatives are designed to align the structured entity’s cash flows
with risks absorbed by investors and are not predominantly designed to expose the Bank to variable returns created
 
by the entity.
2
 
For the purposes of this disclosure, off-balance sheet exposure represents the notional value of liquidity
 
facilities, guarantees, or other off-balance sheet commitments without considering
the effect of collateral or other credit enhancements.
3
The size of sponsored unconsolidated structured entities is provided based on the most appropriate measure of
 
size for the type of entity: (1) The par value of notes issued by
securitization conduits and similar liability issuers; (2) the total AUM of investment funds and trusts; and (3) the total
 
fair value of partnership or equity shares in issue for partnerships and
similar equity issuers.
Sponsored Unconsolidated Structured Entities
 
in which the Bank has no Significant Investment
 
at the End of the Period
Sponsored unconsolidated structured entities
 
in which the Bank has no significant investment
 
at the end of the period are predominantly investment
 
funds and
trusts created for the asset management
 
business. The Bank would not typically
 
hold investments, with the exception of
 
seed capital, in these structured entities.
However, the Bank continues to earn fees from asset management
 
services provided to these entities, some
 
of which could be based on the performance of
 
the
fund. Fees payable are generally senior in
 
the entity’s priority of payment and would also
 
be backed by collateral, limiting the Bank’s exposure
 
to loss from these
entities. The Bank earned non-interest income
 
of $
2.4
 
billion (October 31, 2024 – $
2.3
 
billion) from its involvement with these asset
 
management entities for the
year ended October 31, 2025, of which $
2.1
 
billion (October 31, 2024 – $
1.9
 
billion) was received directly from these
 
entities. The total AUM in these entities
 
as at
October 31, 2025 was $
334
 
billion (October 31, 2024 – $
302.9
 
billion). Any assets transferred by the
 
Bank during the period are commingled
 
with assets obtained
from third parties in the market. Except as previously
 
disclosed, the Bank has no contractual or
 
non-contractual arrangements to provide
 
financial support to
unconsolidated structured entities.