The Toronto-Dominion Bank
U.S. Targeted Resolution Plan
Section I: Public Section
December 17, 2021
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The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
I. Public Section
Table of Contents
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Table of Contents
I. SUMMARY of RESOLUTION PLAN ______________________________________________ 4
A. Resolution Plan Requirements ______________________________________________________ 4
B. Name and Description of Material Entities ____________________________________________ 6
C. Name and Description of Core Business Lines __________________________________________ 8
D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources ______ 10
E. Description of Derivative and Hedging Activities _______________________________________ 15
F. Memberships in Material Payment, Settlement and Clearing Systems _____________________ 16
G. Description of Foreign Operations __________________________________________________ 18
H. Material Supervisory Authorities ___________________________________________________ 19
I. Principal Officers ________________________________________________________________ 21
J. Resolution Planning Corporate Governance Structure & Process __________________________ 23
K. Description of Material Management Information Systems ______________________________ 24
L. High Level Description of Resolution Strategy _________________________________________ 25
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
A. Resolution Plan Requirements
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I. SUMMARY of RESOLUTION PLAN
A. Resolution Plan Requirements
This Public Section provides a summary of the Resolution Plan (the “Plan”) developed by The Toronto-Dominion
Bank ("TD" or "Parent") covering the Core Business Lines (“CBLs”) and Material Entities (“MEs”) of its U.S.-based
material operations (the “U.S. Operations”), in accordance with the rules and guidance described below. The
Resolution Planning Rule (the “Joint Rule”) was jointly promulgated in 2011 as Regulation QQ by the Board of
Governors of the Federal Reserve System (“FRB”) and as Part 381 by the Federal Deposit Insurance Corporation
(“FDIC”), in each case implementing the resolution plan requirements of Title I, Section 165(d) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Joint Rule was amended by the FRB and
FDIC in 2019.
The Joint Rule requires that each bank holding company (“BHC”) with USD 250 billion or more in total
consolidated assets or each foreign banking organization ("FBO")
1
with USD 250 billion or more in total global
consolidated assets (each, a “Covered Company”), such as the Parent, develop a resolution plan that describes
the strategy for its orderly resolution. The Joint Rule sets forth the specific requirements for resolution planning.
Covered Companies that are FBOs such as TD are required to periodically submit resolution plans to the FRB and
the FDIC for their U.S.-based operations and entities. Such Resolution Plans demonstrate how the MEs and CBLs
can be resolved in a rapid and orderly manner and in a way that mitigates risks to financial stability, in the event
that the Covered Company faces material financial distress and fails.
TD initially filed its Plan with both the FDIC and FRB on December 31, 2013. Pursuant to the Joint Rule, TD has
submitted periodic updates of its Plan to the FDIC and FRB including as of December 31, 2015 and December
31, 2017 and will have filed this targeted Plan on or before December 17, 2021.
2
All financial and other data is
presented as of December 31, 2020, unless otherwise noted.
Overview of The Toronto-Dominion Bank & its U.S. Operations
As of October 31, 2020, TD, together with its subsidiaries (collectively known as "TD Bank Group", or "TDBG"),
is the sixth largest bank in North America by branches and serves more than 26 million customers in three key
businesses operating in a number of locations in financial centers around the globe: (i) Canadian Retail, including
TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; (ii) U.S.
Retail, including TD Bank, America’s Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an
investment in The Charles Schwab Corporation (“Schwab”); and (iii) Wholesale Banking, including TD Securities.
TD also ranks among the world’s leading online financial services firms, with more than 14 million active online
and mobile customers. TD had 1.7 trillion (Canadian) in assets on October 31, 2020. The Toronto-Dominion Bank
trades under the symbol “TD” on the Toronto and New York Stock Exchanges.
1. Canadian Retail: Canadian Retail provides a full range of financial products and services to over 16 million
customers in the Canadian personal and commercial banking, wealth, and insurance businesses.
1
“Foreign banking organization” is defined as any foreign bank or company that is a BHC or is treated as a BHC under Section 8(a) of the
International Banking Act of 1978.
2
Under the 2019 amendments to the Joint Rule, as a Category III FBO, TD is required to file this Plan as a targeted Plan and its next submission
will be a full Plan due in 2024.
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l. Public Section - Summary of Resolution Plan
A. Resolution Plan Requirements
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2. Wholesale Banking: Operating under the TD Securities brand, Wholesale Banking offers a wide range of
capital markets and corporate and investment banking services to corporate, government, and institutions
in key financial markets around the world.
3. U.S. Retail: Operating under the brand name, TD Bank, America’s Most Convenient Bank
®
, U.S. Retail offers
a full range of financial products and services to 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
Schwab.
The U.S Operations of TDBG are conducted principally within the U.S. Retail and Wholesale Banking business
segments.
Events subsequent to 2018 Plan filing
The last filing for the TD Combined U.S. Operations was in December 2018 and was based on information as of
December 2017. The subsequent events listed below go back to 2018 and focus on the operations and holding
company structures. Organic growth in the U.S. Operations of TD has also been supplemented by acquisitions
and strategic alignments since 2017.
On October 6, 2020, Schwab completed its acquisition of TD Ameritrade Holding Corporation (“TD Ameritrade”),
of which TD was a major shareholder (the “Schwab transaction”). Under the terms of the Schwab transaction,
all TD Ameritrade shareholders, including TD, exchanged each TD Ameritrade share they owned for 1.0837
common shares of Schwab. At closing, in exchange for TD's approximately 43% ownership in TD Ameritrade, TD
received an approximately 13.5% stake in Schwab, consisting of 9.9% voting common shares and the remainder
in non-voting common shares, convertible into voting common shares upon transfer to a third party. Following
consummation of the Schwab transaction, neither Schwab nor TD Ameritrade are affiliates of TD, for purposes
of the Bank Holding Company Act.
In January 2021, TD announced that it was realigning coverage of corporate clients across its businesses to
simplify respective go-to market strategies to transform the way TD engages in the U.S. corporate and
commercial spaces to improve the client experience, enhance core capabilities, strengthen risk mitigation, and
reduce operating costs. TD combined its Commercial and Corporate & Specialty Banking teams into a newly
reimagined Commercial Bank. For purposes of the 2021 Plan, information is still presented separately for the
two Commercial CBLs given the timing of the reorganization.
On July 1, 2021, TD completed the acquisition of Headlands Tech Global Markets LLC, a Chicago-based
quantitative fixed-income trading company, to help expand its electronic market-making capabilities in
municipal and corporate bonds.
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B. Name and Description of Material Entities
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B. Name and Description of Material Entities
Under the Joint Rule, an ME is defined as a subsidiary or foreign office of the Covered Company that is significant
to the activities of an identified critical operation or CBL, or is financially or operationally significant to the
resolution of the Covered Company. TD identified MEs by employing a comprehensive approach, analyzing
assets and liabilities, revenue, profit, contribution to franchise value, funding and operational interconnections.
As a foreign-based Covered Company, TD considered only entities that are domiciled in the U.S. or that conduct
material operations in the U.S.
The following were identified as MEs under the Joint Rule:
TD Bank, N.A.
TD Bank, N.A. ("TDBNA") is one of two principal insured depository institution ("IDI") subsidiaries of TD Bank US
Holding Company ("TDBUSH"), which TD's U.S. Retail segment uses to conduct its U.S. banking business. TDBNA,
a national bank, is TD's primary insured depository institution in the U.S. and is TD's largest ME within the U.S.
TDBNA is one of the ten largest banks in the U.S. by total deposits and offers a broad array of retail, small
business and commercial banking products and services to customers at 1,223 locations throughout the
Northeast, Mid-Atlantic, Metro D.C., the Carolinas and Florida. TDBNA is an indirect wholly-owned subsidiary of
the Parent.
TD Auto Finance LLC
TD Auto Finance LLC (“TDAF”) is an operating subsidiary of TDBNA. TDAF offers indirect retail automotive and
dealer floorplan financing through a network of auto dealerships throughout the U.S. TDAF’s competitors for
indirect retail auto financing include captive automotive finance companies, regional and national banks, credit
unions, and other non-captive finance companies throughout the United States.
TD Bank USA, N.A.
TD Bank USA, N.A. ("TDBUSA"), a national bank, is TD’s second principal IDI subsidiary of TDBUSH. TDBUSA does
not directly offer retail products and does not maintain a traditional branch network. TDBUSA receives deposits
from a deposit program with Schwab and its broker dealer subsidiaries. TDBUSA is the U.S. Retail segment's
smaller insured depository institution with 7% of the U.S. Retail segment's total deposits. TDBUSA is the issuer
and owner of the credit card accounts and related receivables for the Strategic Cards Program ("SCP").
TD Securities (USA) LLC
TD Securities (USA) LLC (“TDS USA”) is a wholly-owned subsidiary of Toronto Dominion Holdings (U.S.A.), Inc.
(“TD Holdings”). TDS USA is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) in
the U.S. and trades and deals in U.S. government, municipal, corporate, and money market debt instruments.
TDS USA also acts as principal and agent in the underwriting, distribution, and private placement of debt and
equity securities and other financial instruments.
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B. Name and Description of Material Entities
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The Toronto-Dominion Bank, New York Branch
The Parent maintains a federally-licensed branch located in New York (“NY Branch”) that, among other things,
supports U.S. Wholesale Banking activities.
Toronto Dominion Holdings (U.S.A.), Inc.
TD Holdings is a non-bank holding company and the direct parent of TDS USA. TD Holdings is a wholly-owned,
indirect subsidiary of the Parent.
The Toronto-Dominion Bank
The Parent has been identified as an ME for purposes of the Joint Rule because of the services it provides to the
U.S.-based MEs and CBLs.
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C. Name and Description of Core Business Lines
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C. Name and Description of Core Business Lines
CBLs are defined under the rules as those business lines that, upon failure, would result in a material loss of
revenue, profit or franchise value to the Covered Company. TD used qualitative and quantitative criteria to
determine which business lines within its operations were material and designated them as CBLs for purposes
of the FDIC Rule.
Consumer Deposits Products and Payments ("CDPP")
CDPP provides checking, savings, time deposit, and retail payment products (Debit, Gift, General Purpose Re-
loadable cards and Payment Products, including Person to Person ("P2P"), Account to Account ("A2A") and
Mobile Wallet products).
Residential Lending
Residential Lending offers a variety of mortgage and Home Equity lending products.
Corporate Products & Services ("CPS")
CPS provides deposit products and treasury management services to three types of non-retail customer
segments: Small Business, Commercial, and Government Banking. CPS is managed within the Commercial
Banking and Corporate and Specialty Banking ("CSB") lines of business.
Commercial Lending
3
Commercial Lending (formerly known as Commercial Lending – Regional) handles all aspects of the lending
needs of most of TDBNA’s commercial customers. Customers typically have revenue over USD 5 MM and are
primarily community based. Larger customers of the CBL are handled by specialist Middle Market teams.
Corporate & Specialty Banking ("CSB")
CSB handles all aspects of the banking needs of a specialized segment of TDBNA’s Commercial customers. CSB
is divided into six major groups: Corporate Banking, Commercial Real Estate ("CRE"), Asset Based Lending
("ABL"), TD Equipment Finance ("TDEF"), Healthcare & Higher Education ("HHE"), and Global Trade Finance
("GTF").
TDAF
The TDAF CBL provides indirect auto financing for new and used vehicles through auto dealerships throughout
the United States.
Strategic Card Programs ("SCP")
SCP is a consumer credit card program with retailers that offers co-branded and private label consumer credit
card accounts.
3
Previously referred to as Commercial Lending- Regional.
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C. Name and Description of Core Business Lines
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Global Markets
Global Markets provides fixed income, foreign exchange, credit, metals, energy, funding & repos, origination,
equity and prime services products and services to corporate, government, financial institutions, and
institutional clients. New business activity within the Global Markets business line since TD's last resolution plan
filing in 2018 includes the introduction of Mortgage Backed Securities (“MBS”) trading.
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding
Sources
The sections below present summary financial information for the Parent, the Covered Company under the Joint
Rule and TDBNA, TD's primary U.S. depository institution subsidiary. Audited consolidated financial statements
of the Parent are available on the Parent’s Investor Relations website at www.td.com/investor.
The Toronto-Dominion Bank - Summary Financial Information
Exhibit I.D.1 below presents a summary of the Parent’s consolidated balance sheet as of October 31, 2020. The
Parent’s financial statements are prepared in accordance with International Financial Reporting Standards.
Exhibit I.D.1: The Toronto-Dominion Bank (millions of Canadian dollars)
Summary Consolidated Balance Sheet
As of October 31, 2020
Assets
Cash and due from banks 6,445
Interest-bearing deposits with banks 164,149
Trading loans, securities, and other 148,318
Non-trading financial assets at fair value through profit or
loss
8,548
Derivatives 54,242
Financial assets designated at fair value through profit or
loss
4,739
Financial assets at fair value through other
comprehensive income
103,285
Debt securities at amortized cost, net of allowance for
credit losses
227,679
Securities purchased under reverse repurchase
agreements
169,162
Loans
Residential Mortgages 252,219
Consumer instalment and other personal 185,460
Credit Card 32,334
Business and government 255,799
Total Loans 725,812
Allowance for loan losses (8,289)
Loans, net of allowance for loan losses 717,523
Other
Customers’ liability under acceptances 14,941
Investment in Schwab and TD Ameritrade 12,174
Goodwill 17,148
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources
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Summary Consolidated Balance Sheet
As of October 31, 2020
Other Intangibles 2,125
Land, buildings, equipment, and other depreciable assets 10,136
Deferred tax assets 2,444
Amounts receivable from brokers, dealers, and clients 33,951
Other assets 18,856
Total Assets 1,715,865
Liabilities and Equity
Liabilities
Trading deposits 19,177
Derivatives 53,203
Securitization liabilities at fair value 13,718
Financial liabilities designated at fair value through profit
or loss
59,665
Deposits
Personal 625,200
Banks 28,969
Business and Government 481,164
Total Deposits 1,135,333
Other Liabilities 327,793
Subordinated notes and debentures 11,477
Total Liabilities 1,620,366
Total Equity 95,499
Total Liabilities and Equity 1,715,865
Source: The Toronto-Dominion Bank 2020 Annual Report as of October 31, 2020 (Consolidated Balance Sheet)
Major Funding Sources
The Parent has access to a variety of unsecured and secured funding sources. The Parent's primary approach to
managing funding activities is to maximize the use of deposits raised through personal and commercial banking
channels. Exhibit I.D.2 below illustrates the Parent's large base of personal and commercial, wealth, and Schwab
sweep deposits that make up over 70% of the Parent's total funding.
Exhibit I.D.2: The Toronto-Dominion Bank (millions of Canadian dollars)
Major Funding Sources Amount
P&C deposits – Canadian Retail 471,543
P&C deposits – U.S. Retail 477,738
Other Deposits -
Total 949,281
Source: The Toronto-Dominion Bank 2020 Annual Report as of October 31, 2020 (Management Discussion and Analysis)
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources
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Capital Management
Exhibit I.D.3 below shows the Parent’s regulatory capital ratios as compared to the targets of the Canadian Office
of the Superintendent of Financial Institutions (“OSFI”), as of October 31, 2020.
The Parent’s Basel III Tier 1 capital ratio was 13.1% as of October 31, 2020.
Exhibit I.D.3: The Toronto-Dominion Bank Regulatory Capital
Ratios Regulatory Limits (with 1% DSB)
1
Actual
Common Equity Tier 1 Ratio 9.0% 13.1%
Tier 1 Capital Ratio 10.5% 14.4%
Total Capital Ratio 12.5% 16.7%
Leverage Ratio
2
3.0% 4.5%
Source: The Toronto-Dominion Bank 2020 Annual Report (Management Discussion and Analysis)
1
Regulatory Limits established by OSFI, effective March 13, 2020 when OSFI reduced the Domestic Stability Buffer to 1% in support of the
economy as a result of the COVID-19 pandemic. The leverage ratio does not include DSB.
2
Leverage ratio is aligned to Basel and benefits from regulatory exclusions at the jump-off point, which differs from the TD Bank, N.A. Tier
1 Leverage Ratio displayed in Exhibit I.D.6.
TD Bank, N.A. – Summary Financial Information
Exhibit I.D.4 below provides a summary consolidated balance sheet for TDBNA as of December 31, 2020. This
balance sheet has been included since TDBNA is the largest legal entity, by assets, of TD's U.S. Operations.
Exhibit I.D.4: TD Bank, N.A. Summary Balance Sheet (millions of U.S. dollars)
Summary Consolidated Balance Sheet
As of December 31, 2020
Assets
Cash and balances due from depository institutions 54,542
Securities 160,677
Federal funds sold and securities purchased under
agreements to resell
1,500
Loans and leases hold for investment, net of allowance 159,751
Trading assets 365
Premises and fixed Assets 4,535
Other real estate owned 38
Investments in unconsolidated subsidiaries and associated
companies
1,917
Direct and indirect investments in real estate ventures 60
Intangible Assets 12,839
Other Assets 5,288
Total Assets 401,512
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources
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Summary Consolidated Balance Sheet
As of December 31, 2020
Liabilities and Equity
Deposits 351,716
Federal funds purchased and securities sold under
agreements to repurchase
992
Other borrowed money 80
Subordinated notes and debentures 26
Other liabilities 4,902
Total Liabilities 357,716
Total equity capital 43,796
Total Liabilities and Equity 401,512
Source: Schedules RC TDBNA Call Report as of December 31, 20120 last updated on January 29, 2021
Major Funding Sources
TDBNA’s funding needs are largely met through its deposit-taking business. As of December 31, 2020, TDBNA’s
deposits totaled approximately USD 352 billion. Exhibit I.D.5 below presents TDBNA’s deposits in domestic
offices broken into transaction and non-transaction accounts, as of December 31, 2020.
Exhibit I.D.5: Deposits in Domestic Offices for TD Bank, N.A. (millions of U.S. dollars)
Deposits
Transaction Accounts (includes
demand deposits)
Non-Transaction Accounts
(includes money market deposit
accounts)
Individuals, partnerships, and
corporations
36,387 294,590
U.S. Government 0 0
States and political subdivisions in the
U.S.
7,890 12,841
Commercial banks and other depository
institutions in the U.S.
0 0
Banks in foreign countries 0 7
Foreign governments and official
institutions
0 0
Total 44,278 307,438
Source: TDBNA Call Report Schedule RC-E Part I as of December 31, 2020 last updated on January 29, 2021
Capital Management
Exhibit I.D.6 below shows TDBNA’s regulatory capital ratios as compared to the FDIC regulatory definitions of
Adequately Capitalized and Well Capitalized minimum thresholds as of December 31, 2020.
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D. Summary Financial Information – Assets, Liabilities, Capital and Major Funding Sources
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Exhibit I.D.6: TD Bank, N.A. Regulatory Capital
Ratios
Adequately Capitalized
Minimum
1
Well-Capitalized Minimum
1
Actual
Common Equity Tier 1 Ratio 4.5% 6.5% 15.3%
Tier 1 Capital Ratio 6.0% 8.0% 15.3%
Total Capital Ratio 8.0% 10.0% 16.6%
Tier 1 Leverage Ratio 4.0% 5.0% 7.5%
Source: TDBNA Call Report Schedule RC-R as of December 31, 2020 last updated on January 29, 2021
1
Regulatory minimums as per current FDIC and OCC requirements.
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E. Description of Derivative and Hedging Activities
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E. Description of Derivative and Hedging Activities
The majority of the Parent’s and TDBNA’s derivative contracts are over-the-counter (“OTC”) transactions that
are privately negotiated between the Parent and the counterparty to the contract. TDBNA's counterparty is
generally the Parent or the London Clearing House ("LCH"); however, TD does have a small amount of legacy
derivatives facing external counterparties and commercial loan customers that are running off and reflect prior
practices of acquired institutions. TD also engages in the forward sale of agency securities to external
counterparties as a hedge for mortgage loans originated for sale. TDBNA does not maintain material trading
positions and therefore its hedging activity is limited to managing non-trading market risk (interest rate and
foreign currency market risk) associated with its balance sheet activities.
Interest Rate Derivatives
The Parent and TDBNA use interest rate derivatives, such as futures, forwards, swaps, and options in managing
interest rate risks.
Foreign Exchange Derivatives
The Parent and TDBNA use foreign exchange derivatives, such as futures, forwards and swaps in managing
foreign exchange risks. The Parent is exposed to non-trading foreign exchange risk primarily from its investments
in foreign operations when the Parent’s foreign currency assets are greater or less than the liabilities in that
currency.
Credit Derivatives
The Parent and TDBNA use credit derivatives such as credit default swaps in managing risks associated with their
respective Parent and TDBNA corporate loan portfolio and other cash instruments. Credit risk to these
counterparties is managed through the same approval, limit, and monitoring processes that are used for all
counterparties to which the Parent has credit exposure.
Other Derivatives
The Parent also transacts in equity and commodity derivatives in both the exchange and OTC markets.
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F. Memberships in Material Payment, Settlement and Clearing Systems
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F. Memberships in Material Payment, Settlement and Clearing Systems
The Parent’s U.S. Operations use payment, settlement and clearing systems, also known as Financial Market
Utilities ("FMUs"), to conduct their operations and meet customer needs. Exhibit I.F.1 below identifies the
systems that are material to the MEs and CBLs that are primarily used to facilitate customer payment services
and to support the ME’s financial market activity.
Exhibit I.F.1: Clearing, Payment & Settlement Systems for TD’s U.S. Operations
Service Provider Service/Activity
Federal Reserve Bank U.S. ACH debit and credit transactions sent/received
EPN – subsidiary of TCH – The Clearing
House
U.S. ACH debit and credit transactions sent/received
Federal Reserve Bank Domestic and International USD wires
Federal Reserve Bank Process/Send/Receive image checks
SVPCo– subsidiary of TCH – The Clearing
House
Process/Send/Receive image checks
RTP – subsidiary of TCH – The Clearing
House
Process/Receive RTP – Real Time Payments
The Depository Trust Company ("DTC")
1
Indirect Member - clearing & settlement of CDs via BONY
Correspondent Bank
Bank of America
USD Correspondent Bank; ACH settlements, Fedwire and SWIFT
access via Bank of America
London Clearing House via LCH Clearnet
Limited
Direct Member - Swap clearing
SWIFT Indirect Member – Bank of America wires via GT Exchange
The Depository Trust Company
Indirect Member - clearing & settlement of CP via The Bank of
New York Mellon
Chicago Mercantile Exchange ("CME")
Indirect Member - not self-clearing
(clearing & settlement via JP Morgan Securities LLC)
The Depository Trust Company Direct Member – clearing and settlement of corporate bonds
Government Securities Division, a division
of Fixed Income Clearing Corporation
("FICC")
Direct Member - self-clearing
Mortgage Backed Securities Division, a
division of FICC
Direct Member - self-clearing
BONY(Fedwire) Fedwire access; participant via BONY
InterContinental Exchange ("ICE")
Indirect Member – trading & clearing of futures via JP Morgan
Securities LLC; and clearing of swaps
Options Clearing Corporation ("OCC") Direct Member - Options Clearing
National Financial Services ("NFS") Clears and settles Muni Bonds and equities
National Securities Clearing Corporation Direct Member - Real-Time Trade Matching ("RTTM")
Euroclear Indirect Member - trade matching and settling
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F. Memberships in Material Payment, Settlement and Clearing Systems
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Service Provider Service/Activity
BNY Mellon Custody and settlement of non-US dollar securities
CitiBank Custody and settlement of non-US dollar securities
1
DTC is a subsidiary of the DTCC.
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G. Description of Foreign Operations
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G. Description of Foreign Operations
The Parent operates predominantly in North America and also has operations in the United Kingdom, Ireland,
Israel, Asia-Pacific and Caribbean regions. TD’s businesses are subject to the laws and regulations applicable to
the jurisdictions in which they operate and/or conduct business. Consequently, TDBG's business activities are
supervised not only by the Parent’s primary regulator, the Office of the Superintendent of Financial Institutions
("OSFI"), but also by local regulatory bodies for each of those jurisdictions. The Parent's U.S. operations are
generally self-funding and not dependent upon the Parent or any non-U.S. affiliates for funding.
The United Kingdom, Ireland and Europe
In the U.K. and Ireland, the Parent has legal entities with head offices in London and Dublin. The Parent also has
a foreign branch in London. These entities support activities and operations of the Wholesale Banking segment
in the U.K. and Ireland. In continental Europe, the Parent has a subsidiary in Hungary, which provides funding to
TD's U.S. operations, and in Luxembourg, which holds TD's investment in Schwab.
Israel
The Parent has a subsidiary in Israel that supports the Technology Risk Management and Information Security
operations for the Corporate segment.
Asia-Pacific
In Asia-Pacific, the Parent has subsidiaries incorporated in Singapore, Australia and Japan and representative
offices in Mumbai, India, Shanghai, China, and Seoul, South Korea. The Parent also has foreign branches in Hong
Kong and Singapore. These entities and offices support activities and operations of the Wholesale Banking
segment in the region and provide 'follow the sun' support for the support and control functions for other
centers in other regions.
Caribbean
In the Caribbean, the Parent has subsidiaries located in Barbados and Bermuda. The Barbadian subsidiary
supports certain reinsurance operations of TDBG's Canadian Retail segment while the Bermudian subsidiary
supports operations for the Corporate and Wholesale Banking segments. The Parent also has a foreign branch
in the Cayman Islands supporting the Wholesale Banking segment.
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H. Material Supervisory Authorities
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H. Material Supervisory Authorities
In Canada, pursuant to the Bank Act, Canada and other laws, the Parent’s principal prudential regulator is OSFI.
Other regulators include the Financial Consumer Agency of Canada ("FCAC") and the Canada Deposit Insurance
Corporation ("CDIC"). The Parent’s U.S. Operations are subject to regulation under applicable U.S. federal and
state laws, including the extensive regulatory framework applicable to financial holding companies, BHCs,
national banks, federally-licensed branches, state-licensed entities, and securities firms. TDBNA is subject to
extensive regulations promulgated by the OCC, the FDIC and the Consumer Financial Protection Bureau
("CFPB"). It is subject to supervision and examination principally by the OCC, and secondarily by the FDIC and
CFPB. Exhibit I.H.1 below summarizes the regulatory agencies that supervise the Parent and its U.S. Operations.
Exhibit I.H.1: Material Supervisory Authorities
Regulatory Agency Country Contact Information Entity Supervised
OSFI
1
Canada
121 King Street W., Suite 1900,
Toronto, ON M5H 3T9
The Toronto-
Dominion Bank (on a
consolidated basis)
CDIC Canada
50 O’Connor St., 17
th
Floor
Ottawa, ON K1P 6L2
The Toronto-
Dominion Bank
(on a consolidated
basis)
Financial Consumer Agency
of Canada
Canada
427 Laurier Avenue W., 6th Floor
Ottawa, ON K1R 1B9
The Toronto-
Dominion Bank
Federal Reserve Bank of
Philadelphia
2
United States
Ten Independence Mall
Philadelphia, PA 19106-1574
TDBUSH
TD Group US
Holdings LLC
FDIC United States
1776 F Street, NW, Washington, DC
20006
TDBNA, TD Bank
USA, N.A.
OCC United States
Large Bank Supervision, 400 7
th
St.,
SW, Mail Stop 8W-1 Washington,
D.C., 20219
TDBNA,
TD Bank USA, N.A.,
and
The Toronto-
Dominion Bank, New
York Branch
Securities and Exchange
Commission
United States
3 World Financial Center
Suite 400
New York, NY 10281
TD Securities (USA),
LLC
Consumer Financial
Protection Bureau
United States
NE Regional Office
140 E. 45th Street
4
th
Floor
New York, NY 10017
TDBNA, TD Bank
USA, N.A.
Financial Industry
Regulatory Authority
United States
FINRA-Chicago
55 West Monroe Street
Chicago, IL 60603
TD Securities (USA),
LLC
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
H. Material Supervisory Authorities
Page | 20
Regulatory Agency Country Contact Information Entity Supervised
Commodity Futures Trading
Commission
United States
Division of Swap Dealer and
Intermediary Oversight
4900 Main St, Suite 500
Kansas City, MO 64112
The Toronto-
Dominion Bank, New
York Branch, TD
Securities (USA), LLC
National Futures
Association
United States
300 South Riverside Plaza, Suite
1800,
Chicago, IL 60606
TD Securities (USA),
LLC, The Toronto-
Dominion Bank, New
York Branch
State Licensing Agencies United States Multiple TD Auto Finance LLC
1
OSFI has jurisdiction over all TD operations globally.
2
Examining Federal Reserve Bank.
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
I. Principal Officers
Page | 21
I. Principal Officers
Exhibit I.I.1 below lists the principal officers of the Parent.
Exhibit I.I.1: Principal Officers
1
of The Toronto-Dominion Bank as of December 30, 2020
Name Title
Bharat Masrani Group President and Chief Executive Officer, TD Bank Group
Riaz Ahmed
23
Group Head and Chief Financial Officer, TD Bank Group
Norie C. Campbell Group Head and General Counsel, TD Bank Group
Ajai Bambawale Group Head and Chief Risk Officer, TD Bank Group
Teri Currie Group Head, Canadian Personal Banking, TD Bank Group
Robert E. Dorrance
2
Group Head, Wholesale Banking, TD Bank Group
and Chairman, CEO & President, TD Securities
Paul Douglas Group Head, Canadian Business Banking, TD Bank Group
Leo Salom Group Head, Wealth Management and TD Insurance, TD Bank Group
Greg Braca
Group Head, U.S. Retail, TD Bank Group
and President & CEO, TD Bank, America's Most Convenient Bank®
Michael Rhodes Group Head, Innovation, Technology, and Shared Services, TD Bank Group
Kenn Lalonde Senior Executive Vice President and Chief Human Resources Officer, TD Bank Group
1
Effective, September 1, 2021, Barbara Hooper, Senior Executive Vice President, Treasury, Corporate Development, Strategic Sourcing and
Real Estate, TD Bank Group and Christine Morris, Senior Executive Vice President, Enterprise Transformation, Enablement and Customer
Experience, TD Bank Group were appointed Principal Officers.
2
Effective, September 1, 2021, Riaz Ahmed, Group Head and Chief Financial Officer, TD Bank Group, became Group Head, Wholesale
Banking, TD Bank Group and President & CEO, TD Securities replacing Robert Dorrance who retired from this role.
3
Effective, September 1, 2021, Kelvin Tran replaced Riaz Ahmed's former position, Group Head and Chief Financial Officer, TD Bank Group,
becoming Senior Executive Vice President and Chief Financial Officer, TD Bank Group.
Exhibit I.I.2: Principal Officers of TD Bank, N.A. as of December 31, 2020
Name Title
Greg Braca President and Chief Executive Officer
Adam Newman Executive Vice President, Chief Risk Officer
Janice Withers Executive Vice President, Chief Information Officer
Kelvin Tran
1
Executive Vice President, Chief Financial Officer
Marla Willner Executive Vice President, Head of Corporate and Specialty Banking
Chris Giamo
Executive Vice President, Head of Regional Commercial Banking, Government
Banking & Small Business
Ellen Glaessner Executive Vice President, US General Counsel
Richard Taft
Executive Vice President, Head of Regulatory Relationship & Government Affairs, TD
Bank, America's Most Convenient Bank
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
I. Principal Officers
Page | 22
Name Title
Matthew Boss Executive Vice President, Head of Consumer Product
Anita O'Dell Executive Vice President, Chief Auditor
Stephan Schenk Executive Vice President, Head of Shared Services and D&A
Jennifer Young Executive Vice President, Head of Human Resources
Amr Elgwaily
2
Executive Vice President, Chief of Staff
Marc Womack Executive Vice President, Head of TDAF US
Philipp Hensler CEO and Co-CIO of Epoch
Ernie Diaz Executive Vice President, Head of Consumer Distribution
Glenn Gibson Vice Chair, TDS USA Region and Global Head of Credit Origination
Tyrrell Schmidt Executive Vice President, Chief Marketing Officer
1
Effective, March 29, 2021, Xihao Hu, became EVP, Chief Financial Officer replacing Kelvin Tran.
2
Effective April 2021, Emily Stoddard replaced Amr Elgwaily as Greg Braca's Chief of Staff.
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
J. Resolution Planning Corporate Governance Structure and Process
Page | 23
J. Resolution Planning Corporate Governance Structure and Process
The Parent manages its businesses in segments including: Canadian Retail, U.S. Retail, and Wholesale Banking.
The Joint Rule is focused on TD's U.S. Operations and includes businesses managed under both the U.S. Retail
and Wholesale Banking segments. The U.S. Retail segment contains TDBNA and TDBUSA, which contain the CBLs
of the U.S. Retail segment. The primary CBL under the Wholesale Banking segment is Global Markets, which is
the primary booking and support entity for TD's U.S. Wholesale business. Governance policies and procedures
for the U.S. Retail segment are developed at the TDGUS
4
level, as well as the TDBUSH level.
Within TD’s U.S. operations, the US Resolution and Recovery Planning ("US RRP") team has the primary
responsibility for development of resolution plan submissions. The US RRP works with content owners to review
coverage of rule requirements in the Plan and provide guidance on Plan development. Subject matter experts
within the lines of business and support teams (e.g., finance, treasury, technology, etc.) throughout the
organization provide content to the US RRP for inclusion within the Plan. The US RRP team then works with
content owners to provide any additional guidance, validation, and informal challenge, as necessary. Executives
within those subject matter expertise teams approve content and data included within the Plan. There is a U.S.
RRP Executive Steering Council which provides local oversight of resolution and recovery planning activities
within TD's U.S. Operations. Membership of the US RRP Executive Steering Council includes representation from
Canadian and U.S. Treasury and Balance Sheet Management, Finance, Legal, Risk Management, and Corporate
Development.
The Parent is also involved with the development, review, and approval of the Plan via updates to the Parent's
Resolution and Recovery Planning Executive Steering Committee ("Parent ESC") and final approval by The
Toronto-Dominion Bank Group's Risk Committee of the Board ("RCOB"). The Parent ESC oversees the
enterprise's overall financial crisis, recovery and resolution planning efforts and provides oversight, challenge,
direction, and guidance on significant financial crisis, recovery, and resolution planning matters. The Parent ESC
receives information about significant developments with local plans, including this Plan, in support of a
coordinated and consistent resolution and recovery planning governance structure across the organization. The
Plan is sponsored by the U.S. Chief Financial Officer on behalf of TD's Combined U.S. Operations, but the RCOB
retains the final approval of the Plan, as required by the Joint Rule. The Plan was approved for filing on or before
December 17, 2021 at a meeting of the Parent's RCOB.
4
Parent's U.S. top tier Intermediate Holding Company.
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
K. Description of Material Management Information Systems
Page | 24
K. Description of Material Management Information Systems
The Parent's U.S. operations and TDBNA rely on Management Information Systems ("MIS") and reporting to
monitor the financial health, risk and operations of the MEs and CBLs. On a periodic basis, the key businesses
and associated entities provide management and regulators with risk management, accounting, and financial
and regulatory reports detailing a broad range of information necessary to describe the Parent’s and TDBNA’s
financial position. The Parent's and TDBNA's MIS use data repositories and platforms to aggregate data, allowing
the CBLs to perform functions necessary for running the businesses. The Parent's and TDBNA's MIS generate
numerous reports that are used during the normal course of business to monitor the financial health, risks and
operations of the MEs and CBLs. The management information and reports used by management to conduct
"business as usual" operations, in addition to certain incremental management information, have been used to
support the development of the Plan. The Plan contains associated detail regarding the people, systems, and
vendors necessary to manage in normal conditions as well as under stress.
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
L. High Level Description of Resolution Strategy
Page | 25
L. High Level Description of Resolution Strategy
The Joint Rule's objective is that the Plan includes a strategy for resolving the Parent's U.S. operations in a rapid
and orderly manner and for mitigating the risk that a failure would have adverse effects on U.S. financial stability.
The Plan takes into consideration how, and the extent to which, the support the Parent provides for its U.S.
Operations would be maintained during resolution; however, the Plan does not describe in detail the Parent’s
resolution under applicable Canadian insolvency and resolution regimes. Because the continuity of CBLs is
dependent on the resolution strategies available to the entities in which they are conducted, the resolution
strategies are organized around the resolution of the MEs.
TD Bank, N.A.
TDBNA can be resolved in a variety of ways that promote the continuity of its operations and preserve the value
of its banking business. Each of these strategies could be implemented either over the resolution weekend or
through a transfer of certain assets and liabilities to a Bridge Depository Institution (“Bridge Bank”) organized
by the FDIC for purposes of resolving TDBNA. TDBNA, its Bridge Bank or its components could be acquired by a
number of financial institutions given TDBNA’s customer base, footprint on the East Coast, the credit quality of
its assets, branch network, facilities and distribution network. Each of the resolution strategies for TDBNA is
expected to be feasible under baseline and severely adverse conditions. The particular strategy employed to
resolve TDBNA would depend on the economic conditions and acquirer interest at the time of resolution.
The preferred resolution strategy for TDBNA would be an immediate whole-bank purchase and assumption
("P&A") transaction with an acquirer for substantially all of the assets and deposit liabilities of TDBNA. However,
in parallel to marketing the sale of TDBNA’s banking business as a whole; the FDIC may also market certain of
TDBNA’s asset portfolios (the “Separable Portfolios”) that could be sold quickly. The sale of the Separable
Portfolios could be used to reduce the size of TDBNA to facilitate either a sale of the remainder of the bank to a
single acquirer or the sale of TDBNA’s regional or CBL components to separate acquirers. As economic conditions
worsen, TD anticipates that the implementation of a whole-bank P&A transaction would become less likely, and
the use of multiple acquirers would become more likely. Additional strategies including an Initial Public Offering
("IPO") and liquidation of the bank were included as required under prior filings. The liquidation serves as a
baseline for comparison and is not thought to be a realistic or likely strategy in a resolution scenario. Similarly,
an IPO seems to be less likely given other more favorable (less complicated, more timely and less expensive)
alternatives.
The Toronto-Dominion Bank – U.S. Targeted Resolution Plan
l. Public Section - Summary of Resolution Plan
L. High Level Description of Resolution Strategy
Page | 26
TD Auto Finance LLC
As TDAF has value as an independent, going concern, the resolution strategy contemplates the bankruptcy of
the entity under Chapter 11 of the Bankruptcy Code (“Chapter 11”) and the sale of substantially all of the assets
of TDAF (excluding troubled assets) to a single acquirer on an expedited basis. TDAF’s remaining assets would
then be wound down. Alternatively, TDAF could be liquidated under Chapter 11, either through sales of its assets
over time or by running down its loan portfolio. In either case, TDAF’s management would remain in control of
day-to-day operations as the debtor-in-possession (“DIP”).
TD Bank USA, N.A.
The most likely resolution strategy for TDBUSA would be a sale of the SCP CBL either immediately upon
resolution or out of a Bridge Bank, and the wind-down of the remaining assets. The SCP CBL is also separable
from the remainder of TDBUSA and the rest of TD due to the nature of the business model with support from
third parties. It is also possible that an acquirer could purchase TDBUSA or its Bridge Bank as a whole.
TD Securities (USA) LLC
The preferred resolution strategy for TDS USA would be the orderly wind-down of TDS USA’s operations and the
liquidation of its assets in proceedings under Chapter 11. TDS USA’s assets consist primarily of liquid securities
and financial instruments that TD expects could be disposed of expeditiously. TDS USA’s management may
operate the business of TDS USA if such operation is in the best interest of the estate and consistent with the
orderly liquidation of the estate. It is expected that TDS USA’s transaction volume and balance sheet would likely
decrease in the days preceding insolvency, particularly the TDS USA transactions associated with Global Markets
that constitute the majority of its business. During resolution, TDS USA would only engage in financial activity
related to the expedited wind-down of its operations and the liquidation of its assets.
New York Branch
The resolution strategy for the NY Branch contemplates an expedited wind-down and liquidation conducted by
the receiver for the NY Branch. For the purposes of the Plan, TD assumes that the OCC will appoint a receiver to
liquidate the NY Branch substantially contemporaneously with the failure of the other MEs. The Plan assumes
that the OCC would appoint a receiver for the NY Branch upon the failure of the other MEs, and that the receiver
would commence its liquidation immediately. Upon seizure of the NY Branch, the receiver would take possession
and “ring-fence” all assets of the NY Branch and the Parent in the United States.
Toronto Dominion Holdings (U.S.A.), Inc.
The Plan assumes that TD Holdings would file for Chapter 11 in conjunction with the commencement of the
insolvency proceedings of the other MEs. The primary objective of the Chapter 11 proceedings would be to
maximize the value of the estate for creditors, and to settle claims against TD Holdings in an orderly and
transparent process.
