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Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral
12 Months Ended
Oct. 31, 2025
Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, And Collateral [Abstract]  
Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral
NOTE 25: PROVISIONS, CONTINGENT LIABILITIES,
 
COMMITMENTS, GUARANTEES, PLEDGED
 
ASSETS, AND COLLATERAL
(a)
 
PROVISIONS
The following table summarizes
 
the Bank’s provisions recorded in other liabilities.
Provisions
(millions of Canadian dollars)
Legal, Regulatory,
 
Restructuring
and Other
Total
Balance as at November 1, 2024
$
236
$
2,396
$
2,632
Additions
701
143
844
Amounts used
(492)
(2,272)
(2,764)
Release of unused amounts
(15)
(55)
(70)
Foreign currency translation adjustments
 
and other
(12)
53
41
Balance as at October 31, 2025, before
 
allowance for
credit losses for off-balance sheet instruments
$
418
$
265
$
683
Add: Allowance for credit losses for off-balance
 
sheet instruments
1
1,052
Balance as at October 31, 2025
$
1,735
Refer to Note 8 for further details.
(b)
 
RESTRUCTURING CHARGES
The Bank continued to undertake certain
 
measures in the fourth quarter of 2025 to reduce
 
its cost base and achieve greater efficiency. In connection with
 
this
program, the Bank incurred $
686
 
million pre-tax of restructuring charges during
 
the year ended October 31, 2025 (October
 
31, 2024 – $
566
 
million). The
restructuring charges primarily relate to: (i)
 
employee severance and other personnel-related
 
costs recorded as provisions; (ii) asset impairment
 
and other
rationalization, including certain business
 
wind-downs and (iii) real estate optimization
 
mainly recorded as a reduction to buildings
 
and land.
(c)
 
LEGAL AND REGULATORY MATTERS
In the ordinary course of business, the Bank
 
and its subsidiaries are involved in various
 
legal and regulatory actions, including but
 
not limited to civil claims and
lawsuits, regulatory examinations, investigations,
 
audits, and requests for information by
 
governmental, regulatory and self-regulatory
 
agencies and law
enforcement authorities in various jurisdictions,
 
in respect of our businesses and compliance
 
programs. The Bank establishes 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. However, the Bank does
 
not disclose the
specific possible loss associated with each underlying
 
matter given the substantial uncertainty associated
 
with each possible loss as described below and
 
the
negative consequences to the Bank’s resolution
 
of the matters that comprise the
 
RPL should individual possible losses be disclosed.
 
As at October 31, 2025, the
Bank’s RPL is from
zero
 
to approximately $
440.7
 
million (October 31, 2024 – from
zero
 
to approximately $
625
 
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 actual losses to be significantly
 
different from its provisions or RPL. For example,
 
the Bank’s estimates involve significant 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.
 
Based on the Bank’s current knowledge, and
 
subject to the factors listed above as
 
well as other uncertainties inherent
in litigation and regulatory matters, other
 
than as described below, since October 31, 2025, no other
 
legal or regulatory matter has arisen or progressed
 
to the point
that it would reasonably be expected to result
 
in a material financial impact to the
 
Bank.
As previously disclosed, on October 10, 2024,
 
the Bank announced that, following active
 
cooperation and engagement with authorities and
 
regulators, it
reached a resolution (the “Global Resolution”)
 
of previously disclosed investigations related
 
to its U.S. Bank Secrecy Act (BSA) and Anti-Money
 
Laundering (AML)
compliance programs (collectively, the “U.S. BSA/AML program”).
 
The Bank and certain of its U.S. subsidiaries
 
consented to orders with the Office of the
Comptroller of the Currency (OCC), the Federal
 
Reserve Board, and the Financial Crimes
 
Enforcement Network and entered into plea agreements
 
with the
Department of Justice (DOJ), Criminal
 
Division, Money Laundering and Asset
 
Recovery Section and the United States
 
Attorney’s Office for the District of New
Jersey. Details of the Global Resolution include: (i) a total payment
 
of US$
3.088
 
billion ($
4.233
 
billion), all of which was provisioned during
 
the 2024 fiscal year;
(ii) TD Bank, N.A. (TDBNA) pleading guilty
 
to one count of conspiring to fail to maintain
 
an adequate AML program, failing
 
to file accurate currency transaction
reports (CTRs) and launder money and
 
TD Bank US Holding Company (TDBUSH)
 
pleading guilty to two counts of causing
 
TDBNA to fail to maintain an adequate
AML program and to fail to file accurate
 
CTRs; (iii) requirements to remediate the
 
Bank’s U.S. BSA/AML program; (iv) a requirement
 
to prioritize the funding and
staffing of the remediation, which includes Board
 
certifications for dividend distributions
 
from certain of the Bank’s U.S. subsidiaries to the
 
Bank; (v) formal
oversight of the U.S. BSA/AML remediation
 
through an independent compliance monitorship;
 
(vi) a prohibition against the average combined
 
total assets of TD’s
two U.S. banking subsidiaries (TDBNA and
 
TD Bank USA, N.A.) (collectively, the “U.S. Bank”) exceeding
 
US$
434
 
billion (representing the combined total assets
of the U.S. Bank as at September 30, 2024)
 
(the “Asset Limitation”), and if the
 
U.S. Bank does not achieve compliance with
 
all actionable articles in the OCC
consent orders (and for each successive
 
year that the U.S. Bank remains non-compliant),
 
the OCC may require the U.S. Bank to
 
further reduce total consolidated
assets by up to
7
%; (vii) the U.S. Bank being subject to OCC
 
supervisory approval processes for any
 
additions of new bank products, services,
 
markets, and
stores prior to the OCC’s acceptance of the
 
U.S. Bank’s improved AML policies and procedures,
 
to ensure the AML risk of new initiatives is appropriately
considered and mitigated; (viii) requirements
 
for the Bank and TD Group U.S. Holdings,
 
LLC (TDGUS) to retain a third party
 
to assess the effectiveness of the
corporate governance and U.S. management
 
structure and composition to adequately
 
oversee U.S. operations; (ix) requirements
 
to comply with the terms of the
plea agreements with the DOJ during a five-year
 
term of probation (which could be extended
 
as a result of the Bank failing to complete
 
the compliance
undertakings, failing to cooperate or to report
 
alleged misconduct as required, or
 
committing additional crimes); (x) an ongoing
 
obligation to cooperate with DOJ
investigations; and (xi) an ongoing obligation
 
to report evidence or allegations of violations
 
by the Bank, its affiliates, or their employees
 
that may be a violation of
U.S. federal law. The Bank is focused on meeting the
 
terms of the consent orders and plea agreements,
 
including meeting its requirements to remediate
 
the
Bank’s U.S. BSA/AML compliance programs.
 
During the first fiscal quarter of 2025, the
 
Bank fully paid the remainder of the monetary penalty
 
owed pursuant to the
consent orders and plea agreements that
 
were entered into as part of the Global Resolution.
 
The payment was covered by provisions previously
 
taken by the Bank
for this matter.
As previously disclosed, the Bank and
 
some former and current directors, officers and employees
 
have been named as defendants in proposed
 
class action
lawsuits in the United States and Canada
 
purporting to be brought on behalf of
 
the Bank’s shareholders alleging, among other things,
 
that a decline in the price of
the Bank’s shares was the result of misleading disclosures
 
with respect to the Bank’s AML compliance programs
 
and/or the potential outcomes of the government
agencies’ or regulators’ investigations.
 
The two proposed class actions filed in
 
the United States have been consolidated
 
under the caption Tiessen v. The
Toronto-Dominion Bank, et al., in the United States District Court for the
 
Southern District of New York, and a consolidated amended complaint
 
has been filed
which names TD Bank, N.A., TDBUSH,
 
and certain former and current officers as
 
defendants. On May 30, 2025, the defendants
 
filed motions to dismiss in the
Tiessen case. Out of the three proposed class actions
 
in Ontario, Parkin v. The Toronto-Dominion Bank, et al., has been identified as the lead action
 
with the other
two Ontario actions being stayed. There remains
 
one further proposed class action in
 
Quebec which has been stayed. A putative shareholder
 
derivative action,
captioned Rubin v. Masrani, et al., has also been filed purportedly
 
on behalf of TD in the United States
 
in the Supreme Court of the State of
 
New York, New York
County, against certain former and current TD directors, officers and employees,
 
and certain of TD’s U.S. affiliates and subsidiaries.
 
The complaint asserts alleged
breaches of duties and other claims against
 
the individual defendants in connection with
 
the Bank’s U.S. BSA/AML compliance programs.
 
On October 31, 2025,
TD filed a motion to dismiss the Rubin action.
 
Certain purported TD shareholders have
 
also filed an application in the Ontario
 
Superior Court of Justice (The
Trustees of International Brotherhood of Electrical Workers, et
 
al., v. The Toronto-Dominion Bank, et al.) seeking leave to bring a shareholder derivative action
 
in
the Delaware Court of Chancery on behalf
 
of TD and TDBUSH against certain current
 
and former directors and officers. All of the proceedings
 
are still in early
stages and none of the proposed class action
 
lawsuits have been certified to proceed
 
as a class action. Losses or damages
 
cannot be estimated at this time.
As previously disclosed, the Bank has been
 
named as defendant in a purported class
 
action lawsuit in the United States purporting
 
to be brought on behalf of
First Horizon shareholders alleging that a decline
 
in the price of First Horizon shares
 
was the result of alleged misleading disclosures
 
the Bank made with respect
to its U.S. BSA/AML compliance programs
 
and its effect on the Bank’s contemplated
 
merger with First Horizon. The lawsuit also names
 
some of the Bank’s former
and current officers and a former employee as defendants.
 
On November 26, 2025, the court dismissed
 
plaintiffs’ complaint, but gave plaintiffs a final opportunity
to amend their complaint again to attempt
 
to address its deficiencies. These proceedings
 
are still in early stages and have not been
 
certified to proceed as a class
action. Losses or damages cannot be estimated
 
at this time.
As previously disclosed, the Bank is a defendant
 
in Canada and/or the United States in a
 
number of matters brought by customers, including
 
class actions,
alleging claims in connection with various
 
fees, practices and credit decisions. The
 
cases are in various stages of maturity and
 
include, among others: a Quebec
action against members of the financial
 
services industry (including the Bank) regarding
 
the existence and amount of the insufficient or
 
non-sufficient funds fee, a
Quebec action against certain brokers (including
 
TD Direct Investing) regarding disclosure
 
of foreign conversion fees, and a Quebec action
 
against members of
the automobile insurance industry (including
 
Primmum Insurance Company) regarding
 
underwriting practices in Quebec.
As previously disclosed, on September 30,
 
2024, TD Securities (USA) LLC (TDS-US)
 
entered into a Deferred Prosecution
 
Agreement (DPA) with the U.S. DOJ
related to the actions of a former TDS trader. Pursuant to
 
the terms of the DPA, TDS-US agreed to pay total monetary sanctions
 
of approximately US$
15.5
 
million,
which consists of a criminal penalty, forfeiture and victim compensation.
 
TDS-US and, in certain instances, TD Group
 
US Holdings LLC, further agreed to abide by
certain cooperation, reporting and compliance
 
obligations in connection with the DPA. These include, but are not
 
limited to: (i) an ongoing obligation to cooperate
with DOJ investigations; (ii) an ongoing obligation
 
to report evidence or allegations of violations
 
by TDS-US of certain federal statutes;
 
(iii) the implementation and
maintenance of a corporate compliance program
 
that meets certain enumerated standards;
 
and (iv) an ongoing obligation to regularly
 
report to the DOJ on its
efforts to bolster its compliance program. TDS-US
 
also resolved investigations by the U.S.
 
Securities and Exchange Commission
 
(SEC) and the Financial Industry
Regulatory Authority (FINRA) relating
 
to the actions of the former TDS-US trader. As part of the resolutions,
 
TDS-US agreed to pay approximately US$
7
 
million in
total monetary sanctions to the SEC
 
and US$
6
 
million to FINRA.
As previously disclosed, 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, an offshore bank based in Antigua.
 
In fiscal year 2023, the Bank reached a settlement
 
agreement pursuant to which the Bank agreed
 
to pay
US$
1.205
 
billion to the U.S. Receiver to resolve
 
all claims against the Bank arising from or
 
related to R. Allen Stanford, including
 
the claims asserted in the
Rotstain et al. v. Trustmark National Bank et al. and Smith et al. v. Independent Bank actions. Under
 
the terms of the agreement, all involved parties
 
have agreed
to a bar order dismissing and releasing all
 
current or future claims arising from or
 
related to R. Allen Stanford. On May 31, 2024,
 
the claims against the Bank were
dismissed with prejudice in Rotstain
 
v. Trustmark National Bank, et al. This brings to a close the Stanford litigation
 
in the United States. A case regarding
 
the same
facts was also brought in Ontario by the Joint
 
Liquidators of Stanford International Bank
 
Ltd. appointed by the Eastern Caribbean
 
Supreme Court, under the title
McDonald v. The Toronto-Dominion Bank; on July 20, 2023, the Canadian proceeding ended
 
following the Supreme Court of Canada’s dismissal
 
of an application
for leave to appeal by the Joint Liquidators.
As previously disclosed, in the third quarter
 
of 2024, the Bank and certain of its subsidiaries
 
resolved the investigations by the SEC
 
and the Commodity Futures
Trading Commission concerning compliance with records
 
preservation requirements relating
 
to business communications exchanged on
 
unapproved electronic
channels. The Bank and its subsidiaries in the
 
aggregate paid penalties totaling US$
124.5
 
million, for which the Bank was fully provisioned,
 
and agreed to various
other customary terms similar to those
 
imposed on other financial institutions
 
that have resolved similar investigations.
As previously disclosed, in the second quarter
 
of 2024, the Bank and certain of its subsidiaries
 
reached a settlement in principle relating to a
 
civil matter, pursuant
to which the Bank recorded a provision of $
274
 
million.
Refer to Note 23 for disclosures related
 
to tax matters.
(d)
 
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 financing 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-financial guarantees as payment
 
does not depend on the occurrence of
 
a credit event and is generally
related to a non-financial trigger event.
Documentary and commercial letters of
 
credit are instruments issued on behalf
 
of a customer authorizing a third party to
 
draw drafts on the Bank up to a certain
amount subject to specific terms and conditions.
 
The Bank is at risk for any drafts drawn
 
that are not ultimately settled by the customer, and the amounts
 
are
collateralized by the assets to which
 
they relate.
Commitments to extend credit represent unutilized
 
portions of authorizations to extend credit
 
in the form of loans. 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)
As at
October 31
October 31
2025
2024
Financial and performance standby letters
 
of credit
$
48,348
$
44,463
Documentary and commercial letters
 
of credit
321
337
Commitments to extend credit
1
Original term-to-maturity of one year or less
96,042
76,060
Original term-to-maturity of more than one
 
year
244,078
245,846
Total
$
388,789
$
366,706
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, 2025, the Bank
 
is committed to fund $
617
 
million (October 31, 2024 – $
594
 
million) of private equity investments.
Long-term Commitments or Leases
The Bank has obligations under long-term non-cancellable
 
leases for premises and equipment.
 
The maturity profile for undiscounted lease liabilities
 
is $
31
 
million
for 2026, $
128
 
million for 2027, $
186
 
million for 2028, $
359
 
million for 2029, $
482
 
million for 2030, $
5,490
 
million for 2031 and thereafter. Total lease payments,
including $
7
 
million (October 31, 2024 – $
19
 
million) paid for short-term and low-value asset
 
leases, for the year ended October 31,
 
2025, were $
833
 
million
(October 31, 2024 – $
829
 
million).
(e)
 
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.
(f)
 
GUARANTEES
In addition to financial 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 insufficient.
Indemnification Agreements
In the normal course of operations, the Bank
 
provides indemnification agreements
 
to various counterparties in transactions such as
 
service agreements, leasing
transactions, and agreements relating
 
to 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 indemnification
 
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 indemnifies directors, officers,
 
and other persons, to the extent permitted by
 
law, against certain claims that may be made against
 
them as a
result of their services to the Bank or, at the Bank’s request, to
 
another entity.
(g)
 
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
 
October 31
October 31
2025
2024
Sources of pledged assets and collateral
Bank assets
 
 
Interest-bearing deposits with banks
$
5,700
$
6,161
Loans
213,125
205,337
Securities
236,430
240,425
Other assets
262
238
455,517
452,161
Third-party assets
1
Collateral received and available for sale or
 
repledging
439,278
364,178
Less: Collateral not repledged
(84,094)
(73,996)
355,184
290,182
810,701
742,343
Uses of pledged assets and collateral
2
Derivatives
18,709
15,964
Obligations related to securities sold
 
under repurchase agreements
204,710
186,777
Securities borrowing and lending
170,642
137,292
Obligations related to securities sold
 
short
37,320
34,336
Securitization
44,674
36,806
Covered bond
69,695
76,698
Clearing systems, payment systems, and depositories
11,048
10,540
Foreign governments and central banks
20
26
Other
95,851
124,408
652,669
622,847
Assets pledged but not encumbered
3
158,032
119,496
Total
$
810,701
$
742,343
1
Includes collateral received from reverse repurchase agreements, securities lending,
 
margin loans, and other client activity.
2
Includes $
68
 
billion of on-balance sheet assets that the Bank has pledged and that the counterparty can subsequently repledge
 
as at October 31, 2025 (October 31, 2024 – $
63.7
 
billion).
3
Represents assets pledged as pre-positioned collateral or to generate unused borrowing capacity with the U.S. Federal Reserve
 
Bank and the FHLB system.