SecProbe.io

March 9, 2020
Bharat Masrani
Group President and Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2
Re:The Toronto-Dominion Bank
Form 40-F for the Fiscal Year Ended October 31, 2019
Filed December 5, 2019
File No. 001-14446
Dear Mr. Masrani:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 40-F for the fiscal year ended October 31, 2019
Note 8: Loans, Impaired Loans, and Allowance for Credit Losses
Credit Quality of Loans, page 46
1.We note your disclosure of “Net remeasurement due to transfers” and “Changes to risk,
parameters, and models” in your allowance for loan loss rollforward on page 49.  We also
note the definitions of these line items provided in footnotes 4 and 8 to this rollforward.
Please address the items below.  Refer to IFRS 7.35B(b).

•Tell us and revise future filings to give more detail in footnote 8 regarding how you
define the components of “Changes to risk, parameters, and models” (e.g., providing
an example of items that would impact level of risk, such as increasing or decreasing
PDs for loans that have not changed Stage classifications).  Provide sufficient detail

 FirstName LastNameBharat  Masrani
 Comapany NameThe Toronto-Dominion Bank
 March 9, 2020 Page 2
 FirstName LastName
Bharat  Masrani
The Toronto-Dominion Bank
March 9, 2020
Page 2
to clarify the distinction and difference between “Net remeasurement due to
transfers” and the risk level changes within the “Changes to risk, parameters, and
models.”
•Tell us, and disclose in future filings, as appropriate, how credit risk migration and
provision “normalization” are reflected in these two lines.
•In future filings, to the extent that an individual component of “Changes to risk,
parameters, and models” materially drives this line item, quantify, disclose, and
address that driver here and in your MD&A provision for credit loss trend
discussions.  In addition, for a material change in parameters or models, include
disclosure about what necessitated the change.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michelle Miller at 202-551-3368 or Cara Lubit at 202-551-5909 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance