The Toronto-Dominion Bank U.S. Resolution Plan Section I: Public Section December 31, 2018 THIS PAGE LEFT WAS LEFT BLANK INTENTIONALLY The Toronto-Dominion Bank – U.S. Resolution Plan Public Section Table of Contents 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 _______ 9 E. Description of Derivative and Hedging Activities _______________________________________ 12 F. Memberships in Material Payment, Settlement and Clearing Systems _____________________ 13 G. Description of Foreign Operations __________________________________________________ 14 H. Material Supervisory Authorities ___________________________________________________ 15 I. Principal Officers ________________________________________________________________ 17 J. Resolution Planning Corporate Governance Structure & Process __________________________ 19 K. Description of Material Management Information Systems ______________________________ 20 L. High Level Description of Resolution Strategy _________________________________________ 21 Page | 3 The Toronto-Dominion Bank – U.S. Resolution Plan Public Section I. Summary of Resolution Plan A. Resolution Plan Requirements 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 requires that each bank holding company (“BHC”) with USD 50 billion or more in total 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 foreign banking organizations1 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 Rules, TD has submitted periodic updates of its Plan to the FDIC and FRB including as of December 31, 2015 and will have filed this Plan update on or before December 31, 2018. All financial and other data is presented as of October 31, 2017, unless otherwise noted. Overview of The Toronto-Dominion Bank & its U.S. Operations As of October 31, 2017, TD, together with its subsidiaries (collectively known as "TD Bank Group", or "TDBG"), is the sixth largest bank in North America by branches. TD serves more than 25 million customers in three key businesses operating in a number of locations in financial centers around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America’s Most Convenient Bank® ("TDBNA"), TD Auto Finance U.S., TD Wealth (U.S.), and an investment in TD Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world’s leading online financial services firms, with approximately 11.5 million active online and mobile customers. TD had $1.3 trillion (Canadian) in assets on October 31, 2017. 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 15 million customers in the Canadian personal and commercial banking, wealth, and insurance businesses. 2. Wholesale Banking: Operating under the brand name TD Securities, Wholesale Banking offers a wide range of capital markets and , corporate, and investment banking services, to corporate, government, and institutional clients in key global financial centers. 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. Page | 4 The Toronto-Dominion Bank – U.S. Resolution Plan Public Section I. Summary of Resolution Plan A. Resolution Plan Requirements 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 TD Ameritrade; it also refers mass affluent clients to TD Ameritrade for their direct investing needs. The U.S Operations of the Parent’s group (“U.S. Operations”) are conducted principally within the U.S. Retail and Wholesale Banking business segments. Events subsequent to 2015 Plan filing The last filing for the Bank's Combined U.S. Operations was in December 2015 and was based on information as of December 2014. The subsequent events listed below go back to 2015 and focus on the operations and holding company structures impacting TDBNA. The FRB's Enhanced Prudential Standards ("EPS") rules required foreign banking organizations ("FBOs") with USD 50 billion in U.S. non-branch/agency assets to place their U.S. subsidiaries underneath a top-tier U.S. Intermediate Holding Company ("IHC") by July 1, 2016. TD Group US Holding LLC (“TDGUS”) was established on July 1, 2015 and was designated as TD's IHC on July 1, 2016. In the new organization, TDGUS is the direct parent of TD Bank U.S. Holding Company (“TDBUSH”), which includes two principal Insured Depository Institution (“IDI”) subsidiaries, TDBNA and TD Bank USA N.A ("TDBUSA"). As part of the IHC structure the Parent's investment in TD Ameritrade Holding Corporation ("TD Ameritrade") was also moved under the IHC as of July 1, 2016. Organic growth in the U.S. Operations of TD has also been supplemented by acquisitions and strategic alignments in 2017. In connection with the acquisition of Scottrade Financial Services, Inc. by TD Ameritrade in September 2017, TD agreed to accept sweep deposits from Scottrade clients. TD also acquired the prime brokerage business of Albert Fried & Company (now TD Prime Services) in January 2017. Page | 5 The Toronto-Dominion Bank – U.S. Resolution Plan Public Section B. Name and Description of Material Entities B. Name and Description of Material Entities Under the Joint Rule, Material Entities ("MEs") of foreign-based Covered Companies, such as the Parent, are defined as legal entities that are significant to the activities of a CBL, or a Critical Service ("CS") for the Covered Company and that are domiciled in the U.S. or that conduct material operations in the U.S. The Parent and the Covered Company identified MEs by employing a comprehensive approach, analyzing assets and liabilities, revenue, profit, contribution to franchise value, funding and operational interconnections. The following were identified as MEs under the Joint Rule: TD Bank, N.A. TDBNA is one of two principal IDI subsidiaries of TDBUSH, which the U.S. Retail segment of the Parent uses to conduct its U.S. banking business. TDBNA, a national bank, is the Parent’s primary insured depository institution in the U.S. and is an ME for the FDIC Resolution Plan. TDBNA is one of the ten largest banks in the U.S. by total deposits.2 TDBNA provides customers with a full range of financial products and services at approximately 1,2703 locations from Maine to 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 dealers throughout the U.S. TD Bank USA, N.A. TDBUSA, a nationally chartered bank, is TD’s second principal IDI subsidiary of TDBUSH, which is the holding company that the U.S. Retail segment uses to conduct its banking operations business in the United States. TDBUSA does not directly offer retail products and does not maintain a traditional branch network. TDBUSA’s principal activities are offering money market deposit services for the benefit of TD Ameritrade’s brokerage customers, providing corresponding banking services to TD Ameritrade and providing credit card services to retail customers under an agreement with Target, as well as under an agreement with Nordstrom, whose private label credit card portfolio was acquired by TDBUSA in October of 2015. TDBUSA is the issuer and owner of the credit card accounts and related receivables that are offered to Target and Nordstrom customers. TDBUSA is supported by employees and business units of TDBNA that perform services specified under a Master Service Agreement ("MSA") between TDBNA and TDBUSA. TD Securities (USA) LLC TD Securities (USA) LLC (“TDS USA”) is an indirect wholly-owned subsidiary of Toronto Dominion Holdings (U.S.A.), Inc. (“TD Holdings”). TDS USA operates as a broker-dealer in U.S. debt, corporate debt, equity and money market securities. TDS USA also acts as principal and an agent in the underwriting, distribution and private placement of debt and equity securities and other financial instruments. 2 SNL Financial as of June 30, 2017.