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Provisions, Contingent Liabilities, Commitments, Guarantees, Pledged Assets, and Collateral | 12 Months Ended
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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.

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