TIDM32SS

RNS Number : 4480V

National Bank of Canada

01 December 2023

Regulatory Announcement

National Bank of Canada

December 1(st) , 2023

2023 Annual Financial Statements (Part 2)

National Bank of Canada (the "Bank") announces publication of its 2023 Annual Report, including the audited consolidated financial statements for the years ended 31 October 2023 and 2022, together with the notes thereto and independent auditor's report thereon (the "2023 Financial Statements"). The 2023 Financial Statements have been uploaded to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and are available on the Bank's website as part of the 2023 Annual Report at https://www.nbc.ca/about-us/investors.html

To view the full PDF of the 2023 Financial Statements, the 2023 Annual Report and the 2023 Annual CEO and CFO Certifications, please click on the following links:

http://www.rns-pdf.londonstockexchange.com/rns/4436V_1-2023-12-1.pdf

http://www.rns-pdf.londonstockexchange.com/rns/4436V_2-2023-12-1.pdf

http://www.rns-pdf.londonstockexchange.com/rns/4436V_3-2023-12-1.pdf

Note 8 - Financial Assets Transferred But Not Derecognized

In the normal course of its business, the Bank enters into transactions in which it transfers financial assets such as securities or loans directly to third parties, in particular structured entities. According to the terms of some of those transactions, the Bank retains substantially all of the risks and rewards related to those financial assets. The risks include credit risk, interest rate risk, foreign exchange risk, prepayment risk, and other price risks, whereas the rewards include the income streams associated with the financial assets. As such, those financial assets are not derecognized and the transactions are treated as collateralized or secured borrowings. The nature of those transactions is described below.

Securities Sold Under Repurchase Agreements and Securities Loaned

When securities are sold under repurchase agreements and securities loaned under securities lending agreements, the Bank transfers financial assets to third parties in accordance with the standard terms for such transactions. These third parties may have an unlimited right to resell or repledge the financial assets received. If cash collateral is received, the Bank records the cash along with an obligation to return the cash, which is included in Obligations related to securities sold under repurchase agreements and securities loaned on the Consolidated Balance Sheet. Where securities are received as collateral, the Bank does not record the collateral on the Consolidated Balance Sheet.

Financial Assets Transferred to Structured Entities

Under the Canada Mortgage Bond (CMB) program, the Bank sells securities backed by insured residential mortgages and other securities to Canada Housing Trust (CHT), which finances the purchase through the issuance of insured mortgage bonds. Third-party CMB investors have legal recourse only to the transferred assets. The cash received for these transferred assets is treated as a secured borrowing, and a corresponding liability is recorded in Liabilities related to transferred receivables on the Consolidated Balance Sheet.

The following table provides additional information about the nature of the transferred financial assets that do not qualify for derecognition and the associated liabilities.

 
As at October 31                                          2023     2022 
====================================================   =======  ======= 
Carrying value of financial assets transferred but 
 not derecognized 
 Securities(1)                                          91,097   76,551 
 Residential mortgages                                  23,227   24,102 
 ----------------------------------------------------  -------  ------- 
                                                       114,324  100,653 
----------------------------------------------------   -------  ------- 
Carrying value of associated liabilities (2)            62,295   56,555 
----------------------------------------------------   -------  ------- 
Fair value of financial assets transferred but not 
 derecognized 
 Securities(1)                                          91,098   76,551 
 Residential mortgages                                  22,002   22,954 
 ----------------------------------------------------  -------  ------- 
                                                       113,100   99,505 
----------------------------------------------------   -------  ------- 
Fair value of associated liabilities (2)                61,468   55,767 
====================================================   =======  ======= 
 

(1) The amount related to the securities loaned is the maximum amount of Bank securities that can be lent. For obligations related to securities sold under repurchase agreements, the amount includes the Bank's own financial assets as well as those of third parties.

(2) Associated liabilities include liabilities related to transferred receivables and obligations related to securities sold under repurchase agreements before the offsetting impact of $6,994 million as at October 31, 2023 ($3,606 million as at October 31, 2022). Liabilities related to securities loaned are not included, as the Bank can lend its own financial assets and those of third parties. The carrying value and fair value of liabilities related to securities loaned stood at $10,171 million before the offsetting impact of $2,090 million as at October 31, 2023 ($8,843 million before the offsetting impact of $2,043 million as at October 31, 2022).

The following table specifies the nature of the transactions related to financial assets transferred but not derecognized.

 
As at October 31                                          2023     2022 
====================================================   =======  ======= 
Carrying value of financial assets transferred but 
 not derecognized 
 Securities backed by insured residential mortgages 
  and other securities sold to CHT                      24,313   25,468 
 Securities sold under repurchase agreements            40,357   33,880 
 Securities loaned                                      49,654   41,305 
                                                       114,324  100,653 
====================================================   =======  ======= 
 

Note 9 - Investments in Associates and Joint Ventures

 
As at October 31                        2023      2022 
======================  =========   ========  ======== 
                        Business    Carrying  Carrying 
                         segment       value     value 
======================  =========   ========  ======== 
Listed associate 
 TMX Group Limited(1)   Other              -        96 
Unlisted associates                       49        44 
                                          49       140 
======================   =========  ========  ======== 
 
 

(1) On May 2, 2023, the Bank concluded that it had lost significant influence over TMX Group Limited (TMX) and therefore, as of this date, ceased using the equity method to account for this investment. The Bank designated its investment in TMX as a financial asset measured at fair value through other comprehensive income in an amount of $191 million. Upon the fair value measurement, a $91 million gain was recorded in the Non-interest income - Other item of the Consolidated Statement of Income, reported in the Other heading of segment results. As at October 31, 2022, the Bank was exercising significant influence over TMX, mainly through its equity interest, debt financing, and presence on TMX's board of directors, and the Bank's ownership interest in TMX was 2.5%. During the year ended October 31, 2023, TMX paid $3 million in dividends to the Bank ($7 million for the year ended October 31, 2022).

As at October 31, 2023 and 2022, there were no significant restrictions limiting the ability of associates to transfer funds to the Bank in the form of dividends or to repay any loans or advances. Furthermore, the Bank has not made any specific commitment or contracted any contingent liability with respect to associates.

The table below provides summarized financial information related to the Bank's proportionate share in all unlisted associates that are not individually significant.

 
Year ended October 31(1)       2023   2022 
===========================   =====   ==== 
Net income                          6     5 
Other comprehensive income        -      - 
Comprehensive income                6     5 
============================   ======  ==== 
 

(1) The amounts are based on the cumulative balances for the 12-month periods ended September 30, 2023 and 2022.

Note 10 - Premises and Equipment

 
                                                                                           Right-of-use 
                                            Owned assets held                                    assets  Total 
 --------------  ------------------------------------------------------------------------  ------------  ----- 
                               Head 
                             office 
                           building 
                              under                        Equipment 
                       construction              Computer        and     Leasehold                 Real 
                 Land           (1)  Buildings  equipment  furniture  improvements  Total        estate 
===============  ====  ============  =========  =========  =========  ============  =====  ============  ===== 
Cost 
As at October 
 31, 
 2021              71           248         68        255        110           338  1,090           732  1,822 
 Additions and 
  modifications     3           183          2         53         14            46    301            69    370 
 Disposals          -             -        (7)          -        (3)           (2)   (12)                 (12) 
 Fully 
  depreciated 
  assets                                   (7)       (38)        (7)          (10)   (62)           (8)   (70) 
 Impact of 
  foreign 
  currency 
  translation       -             -          -          6          3             5     14            12     26 
 --------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
As at October 
 31, 
 2022              74           431         56        276        117           377  1,331           805  2,136 
 Additions and 
  modifications     -           222          3         70          8            53    356            59    415 
 Disposals          -             -        (7)          -       (13)          (27)   (47)                 (47) 
 Transfers(2)       -         (397)        386          4          7             -      -             -      - 
 Fully 
  depreciated 
  assets                                   (2)       (35)        (3)           (8)   (48)           (4)   (52) 
 Impact of 
 foreign 
 currency 
 translation        -             -          -          2          -             1      3             3      6 
 --------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
As at October 
 31, 
 2023              74           256        436        317        116           396  1,595           863  2,458 
---------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
Accumulated 
depreciation 
As at October 
 31, 
 2021                                       47        150         55           156    408           198    606 
 Depreciation 
  for 
  the year                                   2         48         15            32     97           105    202 
 Disposals                                 (4)          -        (3)           (2)    (9)                  (9) 
 Fully 
  depreciated 
  assets                                   (7)       (38)        (7)          (10)   (62)           (8)   (70) 
 Impact of 
  foreign 
  currency 
  translation                                -          2          1             3      6             4     10 
 --------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
As at October 
 31, 
 2022                                       38        162         61           179    440           299    739 
 Depreciation 
  for 
  the year                                   4         55         10            36    105           106    211 
 Disposals                                 (5)          -       (13)          (27)   (45)                 (45) 
 Impairment 
  losses(3)                                  -          -          -             -      -            11     11 
 Fully 
  depreciated 
  assets                                   (2)       (35)        (3)           (8)   (48)           (4)   (52) 
 Impact of 
 foreign 
 currency 
 translation                                 -          1          -             -      1             1      2 
 --------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
As at October 
 31, 
 2023                                       35        183         55           180    453           413    866 
---------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
 
Carrying value 
 as 
 at October 31, 
 2022              74           431         18        114         56           198    891           506  1,397 
---------------  ----  ------------  ---------  ---------  ---------  ------------  -----  ------------  ----- 
Carrying value 
 as 
 at October 31, 
 2023              74           256        401        134         61           216  1,142           450  1,592 
===============  ====  ============  =========  =========  =========  ============  =====  ============  ===== 
 

(1) As at October 31, 2023, contractual commitments related to the head office building under construction stood at $86 million, covering a period up to 2025.

(2) During the year ended October 31, 2023, the Bank started occupying certain floors of the new head office building under construction. As a result, an amount related to significant components being utilized was transferred to their corresponding asset categories.

(3) During the year ended October 31, 2023, the Bank recorded $11 million in impairment losses related to right-of-use assets (no amount was recorded during the year ended October 31, 2022). These impairment losses were recognized in the Non-interest expenses - Occupancy item of the Consolidated Statement of Income and reported in the Other heading of segment results.

Assets Leased Under Operating Leases

The Bank is a lessor under operating lease agreements for certain buildings. These leases have terms varying from one year to five years and do not contain any bargain purchase options or contingent rent.

The future minimum payments receivable under these operating leases total $6 million and include sublease revenues of $5 million related to real estate right-of-use assets.

Note 10 - Premises and Equipment (cont.)

Leases Recognized in the Consolidated Statement of Income

 
Year ended October 31                          2023  2022 
============================================   ====  ==== 
Interest expense                                 17    16 
Expense for leases of low-value assets(1)        10     9 
Expense relating to variable lease payments     100    94 
Income from leasing and subleasing(2)             4     4 
=============================================  ====  ==== 
 

(1) The expense relates to lease payments for low-value assets that are part of the exemptions permitted by the practical expedients of IFRS 16.

(2) These amounts for the years ended October 31, 2023 and 2022 include variable lease payments of $2 million.

For the year ended October 31, 2023, the cash outflows for leases amounted to $229 million (2022: $218 million).

Note 11 - Goodwill and Intangible Assets

Goodwill

The following table presents changes in the carrying amounts of goodwill by cash-generating unit (CGU) and by business segment for the years ended October 31, 2023 and 2022.

 
                  Personal 
                       and                                              Financial 
                Commercial                                     Wealth     Markets 
                       (1)                                 Management         (1)                    USSF&I       Other   Total 
  ------------  ----------  -----------------------------------------  ----------  ------------------------  ----------  ------ 
                                                                                            Advanced 
                                                                                                Bank             Flinks 
                            Third-Party  Securities    Managed                     Credigy   of Asia         Technology 
                              Solutions   Brokerage  Solutions                        Ltd.   Limited               Inc. 
                                    (1)         (1)        (1)  Total                  (1)       (1)  Total         (1) 
  ============  ==========  ===========  ==========  =========  =====  ==========  =======  ========  =====  ==========  ====== 
Balance as at 
 October 31, 
 2021                   54          256         434        269    959         235       31       124    155         101   1,504 
 Impact of 
  foreign 
  currency 
  translation            -            -           -          -      -           -        3        12     15           -      15 
 -------------  ----------  -----------  ----------  ---------  -----  ----------  -------  --------  -----  ----------  ------ 
Balance as at 
 October 31, 
 2022                   54          256         434        269    959         235       34       136    170         101   1,519 
 Impact of 
 foreign 
 currency 
 translation             -            -           -          -      -           -        -         2      2           -       2 
 -------------  ----------  -----------  ----------  ---------  -----  ----------  -------  --------  -----  ----------  ------ 
Balance as at 
 October 31, 
 2023                   54          256         434        269    959         235       34       138    172         101   1,521 
==============  ==========  ===========  ==========  =========  =====  ==========  =======  ========  =====  ==========  ====== 
 
   (1)    Constitutes a CGU. 

Goodwill Impairment Testing and Significant Assumptions

For impairment testing purposes, goodwill resulting from a business combination must be allocated, as of the acquisition date, to a CGU or group of CGUs expected to benefit from the synergies of the business combination. Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the recoverable value of the CGU or group of CGUs may have fallen below its carrying amount.

Goodwill was tested for impairment during the years ended October 31, 2023 and 2022, and no impairment loss was recognized.

The recoverable value of a CGU or group of CGUs is based on the value in use that is calculated based on discounted after-tax cash flows. Future after-tax cash flows are estimated based on a five-year period, which is the reference period used for the most recent financial forecasts approved by management. Cash flows beyond that period are extrapolated using a long-term growth rate.

The discount rate used for each CGU or group of CGUs is calculated using the cost of debt financing and the cost related to the Bank's equity. This rate corresponds to the Bank's weighted average cost of capital and reflects the risk specific to the CGU. The long-term growth rate used in calculating discounted cash flow estimates is based on the forecasted growth rate plus a risk premium. The rate is constant over the entire five-year period for which the cash flows were determined. Growth rates are determined, among other factors, based on past growth rates, economic trends, inflation, competition, and the impact of the Bank's strategic initiatives. As at October 31, 2023, for each CGU or CGU group, the discount rate (after tax) used was 9.78% (9.48% as at October 31, 2022), and the long-term growth rate varied between 2% and 5%, depending on the CGU, as at October 31, 2023 and 2022.

Estimating a CGU's value in use requires significant judgment regarding the inputs used in applying the discounted cash flow method. The Bank conducts sensitivity analyses by varying the after-tax discount rate upward by 1% and the terminal growth rates downward by 1%. Such sensitivity analyses demonstrate that a reasonable change in assumptions would not result in a CGU's carrying value exceeding its value in use.

Intangible Assets

 
                                  Indefinite useful 
                                               life                          Finite useful life  Total 
 --------------------  ----------------------------  -----------  -----------------------------  ----- 
                                                     Internally- 
                       Management                      generated                   Other 
                        contracts                       software      Other   intangible 
                              (1)  Trademark  Total          (2)   software       assets  Total 
=====================  ==========  =========  =====  ===========  =========  ===========  =====  ===== 
 
Cost 
As at October 31, 
 2021                         160          9    169        1,908        120           64  2,092  2,261 
 Acquisitions                   -          -      -          346         28            -    374    374 
 Impairment losses(3)         (1)        (1)    (2)          (7)          -          (2)    (9)   (11) 
 Fully amortized 
  intangible 
  assets                                                   (138)       (21)          (2)  (161)  (161) 
 Impact of foreign 
  currency 
  translation                   -          -      -            -          1            -      1      1 
 --------------------  ----------  ---------  -----  -----------  ---------  -----------  -----  ----- 
As at October 31, 
 2022                         159          8    167        2,109        128           60  2,297  2,464 
 Acquisitions                   -          -      -          282         17            -    299    299 
 Disposals                      -          -      -         (19)          -            -   (19)   (19) 
 Impairment losses(3)         (1)        (1)    (2)        (315)          -            -  (315)  (317) 
 Fully amortized 
  intangible 
  assets                                                   (168)       (18)            -  (186)  (186) 
As at October 31, 
 2023                         158          7    165        1,889        127           60  2,076  2,241 
---------------------  ----------  ---------  -----  -----------  ---------  -----------  -----  ----- 
 
Accumulated 
amortization 
As at October 31, 
 2021                                                        861         75           51    987    987 
 Amortization for the 
  year                                                       253         20            6    279    279 
 Impairment losses(3)                                        (2)          -          (1)    (3)    (3) 
 Fully amortized 
  intangible 
  assets                                                   (138)       (21)          (2)  (161)  (161) 
 Impact of foreign 
  currency 
  translation                                                  -          2            -      2      2 
 --------------------  ----------  ---------  -----  -----------  ---------  -----------  -----  ----- 
As at October 31, 
 2022                                                        974         76           54  1,104  1,104 
 Amortization for the 
  year                                                       287         20            6    313    313 
 Disposals                                                   (6)          -            -    (6)    (6) 
 Impairment losses(3)                                      (240)          -            -  (240)  (240) 
 Fully amortized 
  intangible 
  assets                                                   (168)       (18)            -  (186)  (186) 
As at October 31, 
 2023                                                        847         78           60    985    985 
---------------------  ----------  ---------  -----  -----------  ---------  -----------  -----  ----- 
 
Carrying value as at 
 October 31, 2022             159          8    167        1,135         52            6  1,193  1,360 
---------------------  ----------  ---------  -----  -----------  ---------  -----------  -----  ----- 
Carrying value as at 
 October 31, 2023             158          7    165        1,042         49            -  1,091  1,256 
=====================  ==========  =========  =====  ===========  =========  ===========  =====  ===== 
 

(1) For annual impairment testing purposes, management contracts are allocated to the Managed Solutions CGU.

(2) The remaining amortization period for significant internally-generated software is four years.

(3) During the year ended October 31, 2023, the Bank recorded $2 million in impairment losses resulting from the impairment test carried out on indefinite-life intangible assets ($2 million during the year ended October 31, 2022) as well as an amount of $75 million related to internally-generated software for which the Bank has decided to cease its use or development ($5 million during the year ended October 31, 2022). The impairment losses related to internally-generated software were recognized in the Non--interest expenses - Technology item of the Consolidated Statement of Income and reported in the Personal and Commercial ($59 million), Wealth Management ($8 million), Financial Markets ($7 million) segments and in the Other heading ($1 million) of segment results.

Note 12 - Other Assets

 
As at October 31                                  2023   2022 
==============================================   =====  ===== 
Receivables, prepaid expenses and other items    3,126  2,186 
Interest and dividends receivable                1,605  1,057 
Due from clients, dealers and brokers              538    842 
Defined benefit asset (Note 23)                    356    498 
Deferred tax assets (Note 24)                      634    389 
Current tax assets                                 925    471 
Reinsurance assets                                  14      6 
Insurance assets                                   147    104 
Commodities(1)                                     544    405 
-----------------------------------------------  -----  ----- 
                                                 7,889  5,958 
 ==============================================  =====  ===== 
 

(1) Com modities are recorded at fair value based on quoted prices in active markets and are classified in Level 1 of the fair value measurement hierarchy. The commodities were previously presented in Receivables, prepaid expenses and other items.

Note 13 - Deposits

 
As at October 31                                                       2023     2022 
============================   =========  ============  ===================  ======= 
                               On demand  After notice  Fixed term 
                                     (1)           (2)         (3)    Total    Total 
============================   =========  ============  ==========  =======  ======= 
Personal                           4,335        35,289      48,259   87,883   78,811 
Business and government           66,823        32,602      97,903  197,328  184,230 
Deposit-taking institutions        1,579           114       1,269    2,962    3,353 
-----------------------------  ---------  ------------  ----------  -------  ------- 
                                  72,737        68,005     147,431  288,173  266,394 
 ============================  =========  ============  ==========  =======  ======= 
 

(1) Demand deposits are deposits for which the Bank does not have the right to require notice of withdrawal and consist essentially of deposits in chequing accounts.

(2) Notice deposits are deposits for which the Bank may legally require a notice of withdrawal and consist mainly of deposits in savings accounts.

(3) Fixed-term deposits are deposits that can be withdrawn by the holder on a specified date and include term deposits, guaranteed investment certificates, savings accounts and plans, covered bonds, and other similar instruments.

The Deposits - Business and government item includes, among other items, covered bonds, as described below, and a $17.7 billion amount of deposits as at October 31, 2023 ($12.8 billion as at October 31, 2022) that are subject to the bank bail-in conversion regulations issued by the Government of Canada. These regulations provide certain powers to the Canada Deposit Insurance Corporation (CDIC), notably the power to convert certain eligible Bank shares and liabilities into common shares should the Bank become non-viable.

Covered Bonds

NBC Covered Bond Guarantor (Legislative) Limited Partnership

In December 2013, the Bank established the covered bond legislative program under which covered bonds are issued. It therefore created NBC Covered Bond Guarantor (Legislative) Limited Partnership (the Guarantor) to guarantee payment of the principal and interest owed to the bondholders. The Bank sold uninsured residential mortgages to the Guarantor and granted it loans to facilitate the acquisition of these assets. During the year ended October 31, 2023, the Bank issued 280 million Swiss francs and 1.0 billion euros in covered bonds, and 1.5 billion euros in covered bonds came to maturity (the Bank issued 1.3 billion euros, US$1.5 billion and 750 million pounds sterling in covered bonds, and 1.0 billion euros and US$1.0 billion in covered bonds came to maturity during the year ended October 31, 2022). The covered bonds totalled $10.9 billion as at October 31, 2023 ($10.4 billion as at October 31, 2022). For additional information, see Note 27 to these consolidated financial statements.

The Bank has limited access to the assets owned by this structured entity according to the terms of the agreements that apply to this transaction. The assets owned by this entity totalled $20.9 billion as at October 31, 2023 ($18.2 billion as at October 31, 2022), of which $20.6 billion ($17.9 billion as at October 31, 2022) is presented in Residential mortgage loans on the Bank's Consolidated Balance Sheet.

Note 14 - Other Liabilities

 
As at October 31                                                 2023   2022 
=============================================================   =====  ===== 
Accounts payable and accrued expenses                           2,458  2,582 
Subsidiaries ' debts to third parties                             224    156 
Interest and dividends payable                                  2,022  1,063 
Lease liabilities                                                 517    552 
Due to clients, dealers and brokers                               669    730 
Defined benefit liability (Note 23)                                94    111 
Allowances for credit losses - Off-balance-sheet commitments 
 (Note 7)                                                         176    162 
Deferred tax liabilities (Note 24)                                 28     14 
Current tax liabilities                                           208     67 
Insurance liabilities                                              11     10 
Other items(1)(2)(3)                                            1,016    914 
--------------------------------------------------------------  -----  ----- 
                                                                7,423  6,361 
 =============================================================  =====  ===== 
 

(1) As at October 31, 2023, Other items included $42 million in litigation provisions ($11 million as at October 31, 2022).

(2) As at October 31, 2023, Other items included $31 million in provisions for onerous contracts ($33 million as at October 31, 2022).

(3) As at October 31, 2023, Other items included the financial liability resulting from put options written to non-controlling interests of Flinks for an amount of $23 million ($33 million as at October 31, 2022).

Note 15 - Subordinated Debt

The subordinated debt represents direct unsecured obligations, in the form of notes and debentures, to the Bank's debt holders. The rights of the Bank's note and debenture holders are subordinate to the claims of depositors and certain other creditors. Approval from OSFI is required before the Bank can redeem its subordinated notes and debentures in whole or in part.

On February 1, 2023, the Bank redeemed $750 million of medium-term notes maturing on February 1, 2028 at a price equal to their nominal value plus accrued interest.

On August 31, 2022, the Bank had redeemed debentures denominated in a foreign currency and maturing on February 28, 2087 in an amount of US$7 million at their nominal value plus accrued interest.

On July 25, 2022, the Bank had issued medium-term notes for an amount of $750 million, bearing interest at 5.426% and maturing on August 16, 2032.

 
As at October 
 31                                                  2023   2022 
===============   ========  ===  ==================  ====  ===== 
Maturity date     Interest       Redemption date 
                   rate 
================  ========  ===  ==================  ====  ===== 
February 
 2028               3.183%       February 1, 2023       -    750 
August 2032(1)      5.426%  (2)  August 16, 2027(3)   750    750 
                                                      750  1,500 
Fair value hedge adjustment(4)                          -      2 
Unamortized issuance costs(5)                         (2)    (3) 
---------------------------------------------------  ----  ----- 
Total                                                 748  1,499 
================  ========  ===  ==================  ====  ===== 
 

(1) These notes contain non-viability contingent capital (NVCC) provisions and qualify for the purposes of calculating regulatory capital under Basel III. In the case of a trigger event as defined by OSFI, each note will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder, into a specified number of common shares of the Bank as determined using an automatic conversion formula with a multiplier of 1.5 and a conversion price based on the greater of: (i) a floor price of $5.00; (ii) the current market price of common shares, which represents the volume weighted average price of common shares for the ten trading days ending on the trading day preceding the date of the trigger event. If the common shares are not listed on an exchange when this price is being established, the price will be the fair value reasonably determined by the Bank's Board. The number of shares issued is determined by dividing the par value of the note (plus accrued and unpaid interest on such note) by the conversion price and then applying the multiplier.

(2) Bearing interest at a rate of 5.426%, payable semi-annually until August 16, 2027, and thereafter bearing interest at a floating rate equal to CORRA compounded daily plus 2.32%, payable quarterly.

(3) With the prior approval of OSFI, the Bank may, at its option, redeem these notes in whole or in part, at their nominal value plus accrued and unpaid interest.

(4) The fair value hedge adjustment represents the impact of the hedging transactions applied to hedge changes in the fair value of subordinated debt caused by interest rate fluctuations.

(5) The unamortized costs related to the issuance of the subordinated debt represent the initial cost, net of accumulated amortization, calculated using the effective interest rate method.

Note 16 - Derivative Financial Instruments

Derivative financial instruments are financial contracts whose value is derived from an underlying interest rate, exchange rate, equity price, commodity price, credit spread, or index.

The main types of derivative financial instruments used are presented below.

Forwards and Futures

Forwards and futures are contractual obligations to buy or sell a specified amount of currency, interest rate, commodity, or financial instrument on a specified future date at a specified price. Forwards are tailor-made agreements transacted in the over-the-counter market. Futures are traded on organized exchanges and are subject to cash margining calculated daily by clearing houses.

Swaps

Swaps are over-the-counter contracts in which two parties agree to exchange cash flows. The Bank uses the following types of swap contracts:

-- Cross-currency swaps are transactions in which counterparties exchange fixed-rate interest payments and principal payments in different currencies.

-- Interest rate swaps are transactions in which counterparties exchange fixed- and floating-rate interest payments based on the notional principal value in the same currency.

-- Commodity swaps are transactions in which counterparties exchange fixed- and floating-rate payments based on the notional principal value of a commodity.

-- Equity swaps are transactions in which counterparties agree to exchange the return on one equity or group of equities for a payment based on an interest rate benchmark.

-- Credit default swaps are transactions in which one of the parties agrees to pay returns to the other party so that the latter can make a payment if a credit event occurs.

Options

Options are agreements between two parties in which the writer of the option grants the buyer the right, but not the obligation, to buy or sell, either at a specified date or dates or at any time prior to a predetermined expiry date, a specific amount of currency, commodity, or financial instrument at an agreed-upon price upon the sale of the option. The writer receives a premium for the sale of this instrument.

Notional Amounts (1)

 
As at October 31                                                                      2023       2022 
=================  =======================================================================  ========= 
                                                   Term to maturity 
 ----------------  ------------------------------------------------  =========  ========== 
                                Over 
                                   3      Over 
                              months         1                       Contracts 
                                  to      year                        held for   Contracts 
                   3 months       12        to      Over      Total    trading  designated      Total 
                    or less   months   5 years   5 years  contracts   purposes   as hedges  contracts 
 ================  ========  =======  ========  ========  =========  =========  ==========  ========= 
Interest rate 
contracts 
OTC contracts 
Forward rate 
agreements 
 Not settled by 
  central 
  counterparties      8,077    1,035         -         -      9,112      9,112           -      8,505 
Swaps 
 Not settled by 
  central 
  counterparties      3,681   10,571    72,130    54,055    140,437    138,135       2,302    121,384 
 Settled by 
  central 
  counterparties    192,142  222,675   391,902   141,129    947,848    876,491      71,357    921,657 
Options purchased         -      996     4,347     2,044      7,387      7,265         122      5,919 
Options written         602      785     5,126     2,106      8,619      8,088         531      9,010 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
                    204,502  236,062   473,505   199,334  1,113,403  1,039,091      74,312  1,066,475 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
Exchange-traded 
contracts 
Futures 
 Long positions      12,381   29,624     2,463         -     44,468     44,468           -     28,472 
 Short positions     24,066   30,587     8,765         -     63,418     63,418           -     62,205 
Options purchased        14        -         -         -         14         14           -      3,000 
Options written          14        -         -         -         14         14           -      1,362 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
                     36,475   60,211    11,228         -    107,914    107,914           -     95,039 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
Foreign exchange 
 contracts 
OTC contracts 
Forwards             32,985   13,430     7,590       629     54,634     54,634           -     82,172 
Swaps               259,006   98,177   109,135    34,523    500,841    480,017      20,824    515,684 
Options purchased    16,564   15,029     4,445         -     36,038     36,038           -     34,831 
Options written      17,596   19,312     4,253         -     41,161     41,161           -     39,477 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
                    326,151  145,948   125,423    35,152    632,674    611,850      20,824    672,164 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
Exchange-traded 
contracts 
Futures 
 Long positions          69        -         -         -         69         69           -         72 
 Short positions         28        -         -         -         28         28           -         55 
                         97        -         -         -         97         97           -        127 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
Equity, commodity 
 and 
 credit 
 derivative 
 contracts (2) 
OTC contracts 
Forwards                 11        -     3,568         -      3,579      3,579           -      3,735 
Swaps 
 Not settled by 
  central 
  counterparties     31,001   19,684    20,439     9,909     81,033     80,889         144     65,569 
 Settled by 
  central 
  counterparties        176       99     6,417       708      7,400      7,400           -      4,633 
Options purchased     4,976      315       916        12      6,219      6,219           -      1,822 
Options written          51      468     2,459       351      3,329      3,329           -      2,371 
                     36,215   20,566    33,799    10,980    101,560    101,416         144     78,130 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
Exchange-traded 
contracts 
Futures 
 Long positions       1,913      621       411        85      3,030      3,030           -      4,789 
 Short positions     19,161    2,135     1,146         3     22,445     22,445           -     13,452 
Options purchased    10,536    1,880     2,204         -     14,620     14,620           -      9,142 
Options written      10,187    2,324     3,677       137     16,325     16,325           -     11,490 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
                     41,797    6,960     7,438       225     56,420     56,420           -     38,873 
-----------------  --------  -------  --------  --------  ---------  ---------  ----------  --------- 
                    645,237  469,747   651,393   245,691  2,012,068  1,916,788      95,280  1,950,808 
=================  ========  =======  ========  ========  =========  =========  ==========  ========= 
 

(1) Notional amounts are not presented in assets or liabilities on the Consolidated Balance Sheet. They represent the reference amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged.

   (2)    Includes precious metal contracts. 

Note 16 - Derivative Financial Instruments (cont.)

Credit Risk

Credit risk on derivative financial instruments is the risk of financial loss that the Bank will have to assume if a counterparty fails to honour its contractual obligations. Credit risk related to derivative financial instruments is subject to the same credit approval, credit limit, and credit monitoring standards as those applied to the Bank's other credit transactions. Consequently, the Bank evaluates the creditworthiness of counterparties and manages the size of the portfolios as well as the diversification and maturity profiles of these financial instruments.

The Bank limits the credit risk of over-the-counter contracts by dealing with creditworthy counterparties and entering into contracts that provide for the exchange of collateral between parties where the fair value of the outstanding transactions exceeds an agreed threshold. The Bank also negotiates master netting agreements that provide for the simultaneous close-out and settling of all transactions with a given counterparty on a net basis in the event of default, insolvency, or bankruptcy. However, overall exposure to credit risk, reduced through master netting agreements, may change substantially after the balance sheet date because it is affected by all transactions subject to a contract as well as by changes in the market rates of the underlying instruments.

The Bank also uses financial intermediaries to have access to established clearing houses in order to minimize the settlement risk arising from financial derivative transactions. In some cases, the Bank has direct access to clearing houses for settling derivative financial instruments. In addition, certain derivative financial instruments traded over the counter are settled directly or indirectly by central counterparties.

In the case of exchange-traded contracts, exposure to credit risk is limited because these transactions are standardized contracts executed on established exchanges, each of which is associated with a well-capitalized clearing house that assumes the obligations of both counterparties and guarantees their performance obligations. All exchange-traded contracts are subject to initial margins and daily settlement.

Terms Used

Replacement Cost

Replacement cost is the Bank's maximum credit risk associated with derivative financial instruments as at the Consolidated Balance Sheet date. This amount is the positive fair value of all derivative financial instruments, before all master netting agreements and collateral held.

Credit Risk Equivalent

The credit risk equivalent amount is the total replacement cost plus an amount representing the potential future credit risk exposure, as outlined in OSFI's Capital Adequacy Requirements Guideline.

Risk-Weighted Amount

The risk-weighted amount is determined by applying the OSFI guidance to the credit risk equivalent.

Credit Risk Exposure of the Derivative Financial Instrument Portfolio

 
As at October 31                                         2023                                     2022 
=======================   ===================================  ======================================= 
                                            Credit      Risk- 
                                              risk   weighted                       Credit       Risk- 
                          Replacement   equivalent     amount  Replacement            risk    weighted 
                                 cost          (1)        (1)         cost   equivalent(1)   amount(1) 
 ======================   ===========  ===========  =========  ===========  ==============  ========== 
Interest rate contracts         6,708        3,024        457        5,490           2,639         508 
Foreign exchange 
 contracts                      7,233        5,607      1,582        8,775           5,926       1,847 
Equity, commodity and 
 credit 
 derivative contracts           3,575        8,544      1,428        4,282           6,569       1,797 
-----------------------   -----------  -----------  ---------  -----------  --------------  ---------- 
                               17,516       17,175      3,467       18,547          15,134       4,152 
Impact of master 
 netting 
 agreements                   (8,032)                              (9,583) 
-----------------------   -----------  -----------  ---------  -----------  --------------  ---------- 
                                9,484       17,175      3,467        8,964          15,134       4,152 
  ======================  ===========  ===========  =========  ===========  ==============  ========== 
 
   (1)    The amounts are presented net of the Impact of master netting agreements. 

Credit Risk Exposure of the Derivative Financial Instrument Portfolio by Counterparty

 
As at October 31                                        2023                      2022 
=================================   ========================  ======================== 
                                                      Credit 
                                    Replacement         risk  Replacement  Credit risk 
                                           cost   equivalent         cost   equivalent 
 ================================   ===========  ===========  ===========  =========== 
OECD member-country governments             928        3,052        1,342        2,700 
Banks of OECD member countries              606        3,236          589        3,292 
Other                                     7,950       10,887        7,033        9,142 
                                    -----------  -----------  -----------  ----------- 
                                          9,484       17,175        8,964       15,134 
  ================================  ===========  ===========  ===========  =========== 
 

Fair Value of Derivative Financial Instruments

 
As at October 31                                               2023                         2022 
=====================================   ===========================  =========================== 
                                        Positive  Negative      Net  Positive  Negative      Net 
 ====================================   ========  ========  =======  ========  ========  ======= 
Contracts held for trading 
 purposes 
Interest rate contracts 
 Forwards                                    147        54       93       125        85       40 
 Swaps                                     4,753     4,700       53     3,267     3,620    (353) 
 Options                                     179       208     (29)       168       166        2 
 -------------------------------------  --------  --------  -------  --------  --------  ------- 
                                           5,079     4,962      117     3,560     3,871    (311) 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Foreign exchange contracts 
 Forwards                                    878       368      510     1,426       919      507 
 Swaps                                     5,550     6,004    (454)     6,461     7,140    (679) 
 Options                                     588       544       44       707       597      110 
 -------------------------------------  --------  --------  -------  --------  --------  ------- 
                                           7,016     6,916      100     8,594     8,656     (62) 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Equity, commodity and credit 
 derivative contracts 
 Forwards                                     40       244    (204)       911       314      597 
 Swaps                                     2,573     3,741  (1,168)     1,926     3,717  (1,791) 
 Options                                     962     2,424  (1,462)     1,440     1,793    (353) 
 -------------------------------------  --------  --------  -------  --------  --------  ------- 
                                           3,575     6,409  (2,834)     4,277     5,824  (1,547) 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Total - Contracts held for 
 trading purposes                         15,670    18,287  (2,617)    16,431    18,351  (1,920) 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Contracts designated as hedges 
Interest rate contracts 
 Swaps                                     1,629     1,384      245     1,930     1,137      793 
 Options                                       -        11     (11)         -        35     (35) 
 -------------------------------------  --------  --------  -------  --------  --------  ------- 
                                           1,629     1,395      234     1,930     1,172      758 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Foreign exchange contracts 
 Swaps                                       217       181       36       182       109       73 
                                             217       181       36       182       109       73 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Equity, commodity and credit 
 derivative contracts 
 Swaps                                         -        25     (25)         4         -        4 
                                               -        25     (25)         4         -        4 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
Total - Contracts designated 
 as hedges                                 1,846     1,601      245     2,116     1,281      835 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
 Designated as fair value 
  hedges                                     928       902       26     1,186       586      600 
 Designated as cash flow hedges              918       699      219       930       695      235 
Total fair value                          17,516    19,888  (2,372)    18,547    19,632  (1,085) 
Impact of master netting agreements      (8,032)   (8,032)        -   (9,583)   (9,583)        - 
-------------------------------------   --------  --------  -------  --------  --------  ------- 
                                           9,484    11,856  (2,372)     8,964    10,049  (1,085) 
  ====================================  ========  ========  =======  ========  ========  ======= 
 

Note 17 - Hedging Activities

The Bank's market risk exposure, risk management objectives, policies and procedures, and risk measurement methods are presented in the Risk Management section of the MD&A for the year ended October 31, 2023.

The Bank has elected, as permitted under IFRS 9, to continue applying the hedge accounting requirements of IAS 39. Some of the tables present information on currencies, specifically, the U.S. dollar (USD), the Australian dollar (AUD), the Canadian dollar (CAD), the Hong Kong dollar (HKD), the euro (EUR), the pound sterling (GBP) and the Swiss franc (CHF).

Note 17 - Hedging Activities (cont.)

The following table shows the notional amounts and the weighted average rates by term to maturity of the designated derivative instruments and their fair value by type of hedging relationship.

 
As at October 31                                                                                  2023                              2022 
===================      ================================       ======================================   ======      ======  =========== 
                                                       Term to maturity                     Fair value                        Fair value 
    ---------------      ----------------------------------------------   ======   -------------------   ======      ------------------- 
                                        Over         Over 
                                           1            2 
                              1         year        years 
                           year           to           to         Over 
                             or            2            5            5 
                           less        years        years        years     Total   Assets  Liabilities    Total      Assets  Liabilities 
    ===============      ======       ======       ======       ======    ======   ======  ===========   ======      ======  =========== 
Fair value hedges 
Interest rate risk 
 Interest rate 
  swaps                                                                               928          858                1,176          527 
  Notional amount - 
   CDOR reform(1)           594        2,850        3,527          638     7,609                         10,730 
  Notional amount - 
   Other                 10,515        2,317        9,768        6,268    28,868                         11,559 
  Average fixed 
   interest 
   rate - Pay fixed         0.4  %       1.2  %       2.2  %       3.3%      2.1%                           1.7% 
  Average fixed 
   interest 
   rate - Receive 
   fixed                    5.3  %       3.4  %       3.0  %       3.3%      4.1%                           2.0% 
 
 Cross-currency 
  swaps                                                                                 -           33                   10           24 
  Notional amount             -            -            -          112       112                            192 
  Average USD-AUD 
   exchange 
   rate                       -            -            -      $0.6943   $0.6943                        $0.7381 
  Average CAD-HKD 
   exchange 
   rate                       -            -            -            -         -                        $0.1621 
  Average USD-EUR 
   exchange 
   rate                       -            -            -      $1.0513   $1.0513                        $1.0513 
 
 Options                                                                                -           11                    -           35 
  Notional amount - 
   CDOR reform(1)                                                              -                             30 
  Notional amount - 
   Other                      -            -          122          531       653                            959 
  Average fixed 
   interest 
   rate - Purchased           -            -        (1.3)  %         -     (1.3)%                         (1.2)% 
  Average fixed 
   interest 
   rate - Written             -            -            -          2.4%      2.4%                           2.8% 
  -----------------      ------       ------       ------       ------    ------   ------  -----------   ------      ------  ----------- 
                         11,109        5,167       13,417        7,549    37,242      928          902   23,470       1,186          586 
     ------------------  ------       ------       ------       ------    ------   ------  -----------   ------      ------  ----------- 
Cash flow hedges 
Interest rate risk 
 Interest rate 
  swaps                                                                               701          526                  754          610 
  Notional amount - 
   CDOR reform(1)           371        1,605        3,693        1,550     7,219                         12,400 
  Notional amount - 
   Other                  6,020        3,643       18,759        1,541    29,963                         20,455 
  Average fixed 
   interest 
   rate - Pay fixed         2.8  %       3.5  %       3.4%         3.5%      3.3%                           1.9% 
  Average fixed 
   interest 
   rate - Receive 
   fixed                    3.1  %       0.7  %       2.5%         3.4%      2.6%                           1.9% 
 
 Cross-currency 
  swaps                                                                               217          148                  172           85 
  Notional amount - 
   CDOR reform(1)           391        1,225        2,297            -     3,913                          3,888 
  Notional amount - 
   Other                  3,301        4,337        9,151            -    16,789                          9,202 
  Average CAD-USD 
   exchange 
   rate              $   1.3112      $1.3093      $1.3161            -   $1.3133                        $1.2972 
  Average USD-EUR 
   exchange 
   rate              $   1.1534      $1.1487      $1.1308            -   $1.1402                        $1.1691 
  Average USD-GBP 
   exchange 
   rate              $   1.2853            -      $1.1945            -   $1.2207                        $1.2375 
  Average CHF-USD 
   exchange 
   rate                       -            -      $1.0064            -   $1.0064 
 
Equity price risk 
 Equity swaps 
  Notional amount - 
   CDOR reform(1)           144            -            -            -       144        -           25      136           4            - 
  Average price      $   101.63            -            -            -   $101.63                        $ 86.36 
  -----------------      ------       ------       ------       ------    ------   ------  -----------   ------      ------  ----------- 
                         10,227       10,810       33,900        3,091    58,028      918          699   46,081         930          695 
     ------------------  ------       ------       ------       ------    ------   ------  -----------   ------      ------  ----------- 
Hedges of net 
investments 
  in foreign 
  operations 
  (2) 
Foreign exchange 
 risk 
 Cross-currency 
 swaps 
  Notional amount            10            -            -            -        10        -            -       10           -            - 
  Average CAD-USD 
   exchange 
   rate              $   1.3209            -            -            -   $1.3209                        $1.3802 
  Average USD-HKD 
   exchange 
   rate              $   0.1280            -            -            -   $0.1280                        $0.1275 
                                                   ------ 
                             10            -            -            -        10        -            -       10           -            - 
  -----------------      ------       ------       ------       ------    ------   ------  -----------   ------      ------  ----------- 
                         21,346       15,977       47,317       10,640    95,280    1,846        1,601   69,561       2,116        1,281 
     ==================  ======       ======       ======       ======    ======   ======  ===========   ======      ======  =========== 
 
   (1)    Includes only contracts that reference CDOR and that mature after June 28, 2024. 

(2) As at October 31, 2023, the Bank also designated $1,892 million in foreign currency deposits denominated in U.S. dollars as net investment hedging instruments ($1,410 million as at October 31, 2022).

Fair Value Hedges

Fair value hedge transactions consist of using derivative financial instruments (interest rate swaps and options) to hedge changes in the fair value of a financial asset or financial liability caused by interest rate fluctuations. Changes in the fair values of derivative financial instruments used as hedging instruments offset changes in the fair value of the hedged items. The Bank applies this strategy mainly to portfolios of securities measured at fair value through other comprehensive income, fixed-rate mortgage loans, fixed-rate deposits, liabilities related to transferred receivables, and subordinated debt.

In addition, when a fixed-rate asset or liability is denominated in a foreign currency, the Bank sometimes uses cross-currency swaps to hedge the associated foreign exchange risk. The Bank may designate a cross-currency swap to exchange the fixed-rate foreign currency for the functional currency at a floating rate in a single hedging relationship addressing both interest rate risk and foreign exchange risk. In certain cases, given that interest rate risk and foreign exchange risk are hedged in a single hedging relationship, the information below does not distinguish between interest rate risk and the combination of interest rate risk and foreign exchange risk as two separate risk categories. The Bank applies this strategy mainly to foreign currency fixed-rate deposits.

Regression analysis is used to assess hedge effectiveness and determine the hedge ratio. For fair value hedges, the main source of potential hedge ineffectiveness is a circumstance where the critical terms of the hedging instrument and the hedged item are not closely aligned.

The following tables show amounts related to hedged items as well as the results of the fair value hedges.

 
                                          As at October                             Year ended October 31, 
                                               31, 2023                                               2023 
=================   ========  =========================  ================================================= 
                                                                   Gains            Gains 
                                                                (losses)         (losses) 
                                                                  on the           on the 
                                                                  hedged          hedging 
                    Carrying   Cumulative    Cumulative            items      instruments 
                       value        hedge   adjustments              for              for 
                          of  adjustments          from  ineffectiveness  ineffectiveness            Hedge 
                      hedged  from active  discontinued      measurement      measurement  ineffectiveness 
                       items       hedges        hedges              (1)              (1)              (1) 
   ==============   ========  ===========  ============  ===============  ===============  =============== 
Securities at 
 fair value 
 through 
 other 
 comprehensive 
 income                6,068        (332)         (211)            (191)              189              (2) 
Mortgages              2,882        (213)         (224)             (12)               28               16 
Deposits              17,728        (606)         (168)              214            (219)              (5) 
Liabilities 
 related to 
 transferred 
 receivables           4,155        (186)            13              202            (202)                - 
                                                                     213            (204)                9 
    ==============  ========  ===========  ============  ===============  ===============  =============== 
 
 
                                          As at October                                Year ended October 31, 
                                               31, 2022                                                  2022 
=================   ========  =========================  ==================================================== 
                                                                   Gains            Gains 
                                                                (losses)         (losses) 
                                                                  on the           on the 
                    Carrying   Cumulative    Cumulative           hedged          hedging 
                       value        hedge   adjustments            items      instruments 
                          of  adjustments          from              for              for 
                      hedged  from active  discontinued  ineffectiveness  ineffectiveness               Hedge 
                       items       hedges        hedges   measurement(1)   measurement(1)  ineffectiveness(1) 
   ==============   ========  ===========  ============  ===============  ===============  ================== 
Securities at 
 fair value 
 through 
 other 
 comprehensive 
 income                6,805        (529)          (53)            (588)              589                   1 
Mortgages              6,488        (332)         (231)            (415)              453                  38 
Deposits               5,803        (595)             9              682            (677)                   5 
Liabilities 
 related to 
 transferred 
 receivables             682          (3)            68                3              (3)                   - 
Subordinated debt          2            -             2                -                -                   - 
-----------------   --------  -----------  ------------  ---------------  ---------------  ------------------ 
                                                                   (318)              362                  44 
    ==============  ========  ===========  ============  ===============  ===============  ================== 
 
   (1)    Amounts are presented on a pre-tax basis. 

Note 17 - Hedging Activities (cont.)

Cash Flow Hedges

Cash flow hedge transactions consist of using interest rate swaps to hedge the risk of changes in future cash flows caused by floating-rate assets or liabilities. In addition, the Bank sometimes uses cross-currency swaps to hedge the foreign exchange risk caused by assets or liabilities denominated in foreign currencies. In certain cases, given that interest rate risk and foreign exchange risk are hedged in a single hedging relationship, the information below does not distinguish between interest rate risk and the combination of interest rate risk and foreign exchange risk as two separate risk categories. The Bank applies this strategy mainly to its loan, personal credit line, acceptance, and deposit portfolios as well as liabilities related to transferred receivables.

The Bank also uses total return swaps to hedge the risk of changes in future cash flows related to the Restricted Stock Unit (RSU) Plan. Some of these swaps are designated as part of a cash flow hedge against a portion of the unrecognized obligation of the RSU Plan. In cash flow hedges, the derivative financial instruments used as hedging instruments reduce the variability of the future cash flows related to the hedged items.

Regression analysis is used to assess hedge effectiveness and to determine the hedge ratio. For cash flow hedges, the main source of potential hedge ineffectiveness is a circumstance where the critical terms of the hedging instrument and the hedged item are not closely aligned.

The following tables show the amounts related to hedged items as well as the results of the cash flow hedges.

 
                                As at October                                                          Year ended October 31, 
                                     31, 2023                                                                            2023 
==============   ============================  ===============  ===============  ============================================ 
                                                                                                     Unrealized 
                                                                                                          gains 
                                                                                                       (losses) 
                                                                                                       included 
                                                                                                       in Other 
                                                                                                  comprehensive 
                                                                          Gains                          income 
                                  Accumulated            Gains         (losses)                          as the        Losses 
                   Accumulated          other         (losses)       on hedging                       effective       (gains) 
                         other  comprehensive        on hedged      instruments                         portion  reclassified 
                 comprehensive         income        items for              for                          of the        to Net 
                        income           from  ineffectiveness  ineffectiveness            Hedge        hedging      interest 
                   from active   discontinued      measurement      measurement  ineffectiveness     instrument        income 
                        hedges         hedges              (1)              (1)              (1)            (1)           (1) 
  ============   =============  =============  ===============  ===============  ===============  =============  ============ 
Interest rate 
 risk 
 Loans                   (170)          (240)              127            (131)              (3)          (127)           128 
 Deposits                  127            117            (666)              667                8            223          (17) 
 Acceptances                59            266             (54)               52                -             52          (52) 
 Liabilities 
 related 
 to 
 transferred 
  receivables               11             49                6              (6)                -            (6)          (25) 
  -------------  -------------  -------------  ---------------  ---------------  ---------------  -------------  ------------ 
                            27            192            (587)              582                5            142            34 
   ------------  -------------  -------------  ---------------  ---------------  ---------------  -------------  ------------ 
Equity price 
risk 
 Other 
  liabilities             (16)              -               17             (17)                -           (17)             - 
 -------------   -------------  -------------  ---------------  ---------------  ---------------  -------------  ------------ 
                            11            192            (570)              565                5            125            34 
   ============  =============  =============  ===============  ===============  ===============  =============  ============ 
 
 
                            As at October 31,                                                             Year ended October 31, 
                                         2022                                                                               2022 
==============   ============================  ===============  ===============  =============================================== 
                                                                                                        Unrealized 
                                                                                                             gains 
                                                                                                          (losses) 
                                                                                                          included 
                                                                                                          in Other 
                                                                                                     comprehensive 
                                  Accumulated                                                               income        Losses 
                   Accumulated          other                    Gains (losses)                             as the       (gains) 
                         other  comprehensive   Gains (losses)       on hedging                          effective  reclassified 
                 comprehensive         income        on hedged      instruments                            portion        to Net 
                        income           from        items for              for                             of the      interest 
                   from active   discontinued  ineffectiveness  ineffectiveness               Hedge        hedging        income 
                        hedges         hedges   measurement(1)   measurement(1)  ineffectiveness(1)  instrument(1)           (1) 
  ============   =============  =============  ===============  ===============  ==================  =============  ============ 
Interest rate 
 risk 
 Loans                   (169)          (241)              357            (356)                   -          (356)            33 
 Deposits                   28             10              257            (253)                   -             62             - 
 Acceptances               210            115            (253)              255                   2            253            23 
 Liabilities 
 related 
 to 
 transferred 
  receivables               64             27             (54)               55                   1             54          (11) 
  -------------  -------------  -------------  ---------------  ---------------  ------------------  -------------  ------------ 
                           133           (89)              307            (299)                   3             13            45 
   ------------  -------------  -------------  ---------------  ---------------  ------------------  -------------  ------------ 
Equity price 
risk 
 Other 
  liabilities                -              -               47             (47)                   -           (47)             - 
 -------------   -------------  -------------  ---------------  ---------------  ------------------  -------------  ------------ 
                           133           (89)              354            (346)                   3           (34)            45 
   ============  =============  =============  ===============  ===============  ==================  =============  ============ 
 
   (1)    Amounts are presented on a pre-tax basis. 

Hedges of Net Investments in Foreign Operations

The Bank's structural foreign exchange risk arises from investments in foreign operations denominated in currencies other than the Canadian dollar. The Bank measures this risk by assessing the impact of foreign currency fluctuations and hedges it using derivative and non-derivative financial instruments (cross-currency swaps and deposits). In a hedge of a net investment in a foreign operation (net investment hedge), the financial instruments used offset the foreign exchange gains and losses on the investments. When non-derivative financial instruments are designated as foreign exchange risk hedges, only the changes in fair value that are attributable to foreign exchange risk are taken into account when assessing and calculating the effectiveness of the hedge.

Assessing the effectiveness of net investment hedges consists of comparing changes in the carrying value of the deposits or the fair value of the derivative attributable to exchange rate fluctuations with changes in the net investment in a foreign operation attributable to exchange rate fluctuations. Inasmuch as the notional amount of the hedging instruments and the hedged net investments are aligned, no ineffectiveness is expected.

The following tables present the amounts related to hedged items as well as the results of the net investment hedges.

 
                               As at October                                                          Year ended October 31, 
                                    31, 2023                                                                            2023 
=============   ============================  ===============  ===============  ============================================ 
                                                                                                    Unrealized 
                                                                                                         gains 
                                                                                                      (losses) 
                                                                                                      included 
                                                                                                      in Other 
                                                                                                 comprehensive 
                                                                         Gains                          income 
                                 Accumulated            Gains         (losses)                          as the        Losses 
                  Accumulated          other         (losses)       on hedging                       effective       (gains) 
                        other  comprehensive        on hedged      instruments                         portion  reclassified 
                comprehensive         income        items for              for                          of the        to the 
                       income           from  ineffectiveness  ineffectiveness            Hedge        hedging  Non-interest 
                  from active   discontinued      measurement      measurement  ineffectiveness     instrument        income 
                       hedges         hedges              (1)              (1)              (1)            (1)           (1) 
 ============   =============  =============  ===============  ===============  ===============  =============  ============ 
Net 
investments 
in foreign 
 operations 
 denominated 
 in: 
  USD                      38          (353)               66             (66)                -           (66)             - 
 =============  =============  =============  ===============  ===============  ===============  =============  ============ 
 
 
                           As at October 31,                                                             Year ended October 31, 
                                        2022                                                                               2022 
=============   ============================  ===============  ===============  =============================================== 
                                                                                                       Unrealized 
                                                                                                            gains 
                                                                                                         (losses) 
                                                                                                         included 
                                                                                                         in Other 
                                                                                                    comprehensive 
                                 Accumulated                                                               income        Losses 
                  Accumulated          other                    Gains (losses)                             as the       (gains) 
                        other  comprehensive   Gains (losses)       on hedging                          effective  reclassified 
                comprehensive         income        on hedged      instruments                            portion        to the 
                       income           from        items for              for                             of the  Non-interest 
                  from active   discontinued  ineffectiveness  ineffectiveness               Hedge        hedging        income 
                       hedges         hedges   measurement(1)   measurement(1)  ineffectiveness(1)  instrument(1)           (1) 
 ============   =============  =============  ===============  ===============  ==================  =============  ============ 
Net 
investments 
in foreign 
 operations 
 denominated 
 in: 
  USD                      26          (276)              166            (166)                   -          (166)             - 
 =============  =============  =============  ===============  ===============  ==================  =============  ============ 
 
   (1)    Amounts are presented on a pre-tax basis. 

Note 17 - Hedging Activities (cont.)

Reconciliation of Equity Components

The following table presents a reconciliation by risk category of Accumulated other comprehensive income attributable to hedge accounting.

 
As at October 31                                                    2023                        2022 
===========================================   ==========================  ========================== 
                                                 Net gains   Net foreign     Net gains   Net foreign 
                                                  (losses)      currency      (losses)      currency 
                                                   on cash   translation       on cash   translation 
                                               flow hedges   adjustments   flow hedges   adjustments 
  =========================================   ============  ============  ============  ============ 
Balance at beginning                                    31           204            23         (129) 
Hedges of net investments in foreign 
 operations (1) 
 Gains (losses) included as the effective 
  portion                                                           (66)                       (166) 
 Net foreign currency translation gains 
  (losses) on investments 
  in foreign operations                                              152                         458 
 
Cash flow hedges (1) 
 Gains (losses) included as the effective 
  portion 
  Interest rate risk                                   142                          13 
  Equity price risk                                   (17)                        (47) 
 Losses (gains) reclassified to Net 
  interest income 
  Interest rate risk                                    34                          45 
 
Income taxes                                          (44)            17           (3)            41 
-------------------------------------------   ------------  ------------  ------------  ------------ 
Balance at end                                         146           307            31           204 
===========================================   ============  ============  ============  ============ 
 
   (1)    Amounts are presented on a pre-tax basis. 

Note 18 - Share Capital and Other Equity Instruments

Authorized

Common Shares

An unlimited number of shares without par value.

First Preferred Shares

An unlimited number of shares, without par value, issuable for a maximum aggregate consideration of $5 billion.

First Preferred Shares and Other Equity Instruments

 
                                                                                   As at October 31, 2023 
  ============   ===========  =======  ==========  =====  ===========  ====  ============================ 
                                                                             Dividend               Reset 
                                       Redemption                                 per             premium 
                                            price                               share              of the 
                  Redemption                  per         Convertible          ($) or            dividend 
                         and             share or                into        interest             rate or 
                  conversion                 LRCN           preferred        rate per            interest 
                  date(1)(2)               ($)(1)           shares(2)         LRCN(3)                rate 
  ============   ===========  =======  ==========  =====  ===========  ====  ========  =====  =========== 
First 
preferred 
shares 
 issued and 
 outstanding 
                     May 15, 
  Series 30(4)          2024   (5)(6)       25.00           Series 31         0.25156  (7)     2.40% 
                    February 
  Series 32(4)      15, 2025   (5)(6)       25.00           Series 33         0.23994  (7)     2.25% 
                    November 
  Series 38(4)      15, 2027   (5)(6)       25.00           Series 39         0.43919  (7)     3.43% 
                     May 15, 
  Series 40(4)          2028   (5)(6)       25.00           Series 41         0.36363  (7)     2.58% 
                    November 
  Series 42(4)      15, 2023   (5)(6)       25.00           Series 43         0.30938  (8)     2.77% 
 
Other equity 
instruments 
 issued and 
 outstanding 
  Limited 
  Recourse 
  Capital 
  Notes (LRCN) 
   Series 1 
    (LRCN 
    - Series         October 
    1)(9)(10)       15, 2025   (5)       1,000.00           Series 44   (9)      4.30  %(11)  3.943% 
   Series 2 
    (LRCN 
    - Series        July 15, 
    2)(9)(10)           2026   (5)       1,000.00           Series 45   (9)      4.05  %(11)  3.045% 
   Series 3 
    (LRCN 
    - Series         October 
    3)(9)(10)       16, 2027   (5)       1,000.00           Series 46   (9)      7.50  %(11)  4.281% 
 
First 
preferred 
shares 
 authorized 
 but not 
 issued 
                     May 15,                                                 Floating 
  Series 31(4)          2024   (5)          25.00   (12)         n.a.            rate  (13)    2.40% 
                    February                                                 Floating 
  Series 33(4)      15, 2025   (5)          25.00   (12)         n.a.            rate  (13)    2.25% 
                    November                                                 Floating 
  Series 39(4)      15, 2027   (5)          25.00   (12)         n.a.            rate  (13)    3.43% 
                     May 15,                                                 Floating 
  Series 41(4)          2028   (5)          25.00   (12)         n.a.            rate  (13)    2.58% 
                    November                                                 Floating 
  Series 43(4)      15, 2023   (5)          25.50   (14)         n.a.            rate  (13)    2.77% 
  =============   ==========  =======  ==========  =====  ===========  ====  ========  =====  =====   === 
 
   n.a.    Not applicable 

(1) Redeemable in cash at the Bank's option, in whole or in part, subject to the provisions of the Bank Act (Canada) and to OSFI approval. For the preferred shares, the redemption prices are increased by all the declared and unpaid dividends on the preferred shares to the date fixed for redemption. In the case of LRCN , the redemption prices are increased by interest accrued and unpaid up to the redemption date .

(2) Convertible at the option of the holders of first preferred shares issued and outstanding, subject to certain conditions.

(3) The dividends are non-cumulative and payable quarterly, whereas interest on the LRCN is payable semi-annually.

(4) Upon the occurrence of a trigger event, as defined by OSFI, each outstanding preferred share will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder, into a number of Bank common shares determined pursuant to an automatic conversion formula. This conversion will be calculated by dividing the value of the preferred shares, i.e., $25.00 per share, plus all declared and unpaid dividends as at the date of the trigger event, by the value of the common shares. The value of the common shares will be the greater of a $5.00 floor price or the current market price of the common shares. Current market price means the volume weighted average trading price of common shares for the ten consecutive trading days ending on the trading day preceding the date of the trigger event. If the common shares are not listed on an exchange when this price is being established, the price will be the fair value reasonably determined by the Bank's Board.

(5) For the preferred shares, redeemable at the date fixed for redemption and on the same date every five years thereafter. In the case of LRCN , the redemption occurs automatically upon the redemption of the preferred shares issued by the Bank in conjunction with the LRCN and held in a limited recourse trust. The preferred shares issued and held in a limited recourse trust are redeemable for a period of one month from the date fixed for redemption and on the same dates every five years thereafter.

(6) Convertible on the date fixed for conversion and on the same date every five years thereafter, subject to certain conditions.

(7) The dividend amount is set for the five-year period commencing on May 16, 2019 for Series 30, on February 16, 2020 for Series 32, on November 16, 2022 for Series 38, and on May 16, 2023 for Series 40 and ending on the redemption date. Thereafter, these shares carry a non-cumulative quarterly fixed dividend in an amount per share determined by multiplying the rate of interest equal to the sum of the five-year Government of Canada bond yield on the applicable fixed-rate calculation date by $25.00, plus the reset premium.

(8) The dividend amount is set for the initial period ending on the date fixed for redemption. Thereafter, these shares carry a non-cumulative quarterly fixed dividend in an amount per share determined by multiplying the rate of interest equal to the sum of the five-year Government of Canada bond yield on the applicable fixed-rate calculation date by $25.00, plus the reset premium.

Note 18 - Share Capital and Other Equity Instruments (cont.)

(9) The LRCN - Series 1, LRCN - Series 2 and LRCN - Series 3 are notes for which recourse is limited to the assets held by an independent trustee in a consolidated limited recourse trust. The trust assets consist of Series 44, Series 45 and Series 46 preferred shares issued by the Bank in conjunction with the LRCN - Series 1, LRCN - Series 2 and LRCN - Series 3. In the event of (i) non-payment of interest on any of the interest payment dates, (ii) non-payment of the redemption amount upon redemption of the LRCN, (iii) non-payment of the principal amount upon maturity of the LRCN, or (iv) an event of default in respect of the LRCN, the noteholders will have recourse only to the assets of the trust, and each noteholder will be entitled to its pro rata share of the assets of the trust. In such circumstances, delivery of the assets of the trust will eliminate all of the Bank's obligations with respect to the LRCN. The LRCN - Series 1, LRCN - Series 2 and LRCN - Series 3 are redeemable at maturity or earlier to the extent that the Bank redeems the Series 44, Series 45 and Series 46 preferred shares from the date fixed for redemption, and subject to OSFI's consent and approval.

(10) The Series 44, Series 45 and Series 46 preferred shares issued by the Bank in conjunction with the LRCN - Series 1, LRCN - Series 2 and LRCN - Series 3 are held by a consolidated limited recourse trust on the Bank's balance sheet and are therefore eliminated for financial reporting purposes. Upon the occurrence of a trigger event, as defined by OSFI; (i) each LRCN will be automatically redeemed and the redemption price will be covered by delivery of the trust's assets that consist of Series 44, Series 45 and Series 46 preferred shares; (ii) each outstanding preferred share will be automatically and immediately converted on a full and permanent basis, without the consent of the holder, into a number of Bank common shares determined pursuant to an automatic conversion formula. This conversion will be calculated by dividing the value of the preferred shares, i.e., $1,000 per share, plus all accrued and unpaid interest as at the date of the trigger event, by the value of the common shares. The value of the common shares will be the greater of a $5.00 floor price or the current market price of the common shares. Current market price means the volume weighted average trading price of common shares for the ten consecutive trading days ending on the trading day preceding the date of the trigger event. If the common shares are not listed on an exchange when this price is being established, the price will be the fair value reasonably determined by the Bank's Board.

(11) The interest rate is set for the initial period ending on the date fixed for redemption. Every five years thereafter until November 15, 2075 for the LRCN - Series 1 , until August 15, 2076 for the LRCN - Series 2 and until November 16, 2077 for the LRCN - Series 3 , the interest rate on the notes will be adjusted and will be an annual interest rate equal to the five-year Government of Canada bond yield on the applicable interest rate calculation date, plus the interest rate reset premium.

(12) As of the date fixed for redemption, and every five years thereafter, the redemption price will be $25.00 per share.

(13) The dividend period begins as of the date fixed for redemption. The amount of the floating quarterly non-cumulative dividend is determined by multiplying by $25.00 the rate of interest equal to the sum of the 90-day Government of Canada treasury bill yield on the floating rate calculation date, plus the reset premium.

(14) As of the date fixed for redemption, the redemption price will be $25.50 per share. Thereafter, on the same date every five years, the redemption price will be $25.00 per share.

Second Preferred Shares

15 million shares without par value, issuable for a maximum aggregate consideration of $300 million. As at October 31, 2023, no shares had been issued or traded.

Shares and Other Equity Instruments Outstanding

 
As at October 31                                          2023                    2022 
======================================   =====================  ====================== 
 
                                              Number    Shares       Number  Shares or 
                                           of shares   or LRCN    of shares       LRCN 
                                             or LRCN         $      or LRCN          $ 
  ====================================   ===========  ========  ===========  ========= 
First Preferred Shares 
  Series 30                               14,000,000       350   14,000,000        350 
  Series 32                               12,000,000       300   12,000,000        300 
  Series 38                               16,000,000       400   16,000,000        400 
  Series 40                               12,000,000       300   12,000,000        300 
  Series 42                               12,000,000       300   12,000,000        300 
  -------------------------------------  -----------  --------  -----------  --------- 
                                          66,000,000     1,650   66,000,000      1,650 
   ------------------------------------  -----------  --------  -----------  --------- 
Other equity instruments 
  LRCN - Series 1                            500,000       500      500,000        500 
  LRCN - Series 2                            500,000       500      500,000        500 
  LRCN - Series 3                            500,000       500      500,000        500 
  -------------------------------------  -----------  --------  -----------  --------- 
                                           1,500,000     1,500    1,500,000      1,500 
   ------------------------------------  -----------  --------  -----------  --------- 
Preferred shares and other equity 
 instruments                              67,500,000     3,150   67,500,000      3,150 
--------------------------------------   -----------  --------  -----------  --------- 
Common shares at beginning of year       336,582,124     3,196  337,912,283      3,160 
Issued pursuant to the Stock Option 
 Plan                                      1,678,321        95    1,193,663         61 
Repurchase of common shares for 
 cancellation                                      -         -  (2,500,000)       (24) 
Impact of shares purchased or sold 
 for trading(1)                               31,975         3     (18,295)        (1) 
Other                                        (7,791)         -      (5,527)          - 
--------------------------------------   -----------  --------  -----------  --------- 
Common shares at end of year             338,284,629     3,294  336,582,124      3,196 
======================================   ===========  ========  ===========  ========= 
 

(1) As at October 31, 2023, a total of 26,725 shares were sold short for trading, representing an amount of $3 million (5,250 shares were held for trading, representing a negligible amount as at October 31, 2022).

Dividends Declared and Distributions on Other Equity Instruments

 
Year ended October 31                                      2023                      2022 
====================================   ========================  ======================== 
 
                                          Dividends                 Dividends 
                                        or interest   Dividends   or interest   Dividends 
                                                  $   per share             $   per share 
  ==================================   ============  ==========  ============  ========== 
First Preferred Shares 
  Series 30                                      14      1.0063            14      1.0063 
  Series 32                                      12      0.9598            12      0.9598 
  Series 38                                      28      1.7568            18      1.1125 
  Series 40                                      16      1.3023            14      1.1500 
  Series 42                                      14      1.2375            14      1.2375 
  -----------------------------------  ------------  ----------  ------------  ---------- 
                                                 84                        72 
   ----------------------------------  ------------  ----------  ------------  ---------- 
Other equity instruments 
  LRCN - Series 1(1)                             21                        21 
  LRCN - Series 2(2)                             20                        20 
  LRCN - Series 3(3)                             38                         6 
  -----------------------------------  ------------  ----------  ------------  ---------- 
                                                 79                        47 
   ----------------------------------  ------------  ----------  ------------  ---------- 
Preferred shares and other equity 
 instruments                                    163                       119 
------------------------------------   ------------  ----------  ------------  ---------- 
Common shares                                 1,344      3.9800         1,206      3.5800 
------------------------------------   ------------  ----------  ------------  ---------- 
                                              1,507                     1,325 
   ==================================  ============  ==========  ============  ========== 
 
   (1)   The LRCN - Series 1 bear interest at a fixed rate of 4.30% per annum. 
   (2)   The LRCN - Series 2 bear interest at a fixed rate of 4.05% per annum. 
   (3)   The LRCN - Series 3 bear interest at a fixed rate of 7.50% per annum. 

Issuances of Other Equity Instruments

On September 8, 2022, the Bank had issued $500 million of LRCN - Series 3 for which recourse of the noteholders is limited to the assets held by an independent trustee in a consolidated limited recourse trust. The trust's assets consist of $500 million of Series 46 f irst preferred shares issued by the Bank in conjunction with the LRCN - Series 3. The LRCN - Series 3 sell for $1 ,000 each and bear interest at a fixed rate of 7.50% per annum until November 16, 2027 exclusively and, thereafter, at an annual rate equal to the five -year Government of Canada bond yield plus 4.281% until November 16, 2077. The LRCN - Series 3 mature on November 16, 2082.

In the event of (i) non-payment of interest on any of the interest payment dates, (ii) non-payment of the redemption amount upon redemption of the LRCN, (iii) non-payment of the principal amount upon maturity of the LRCN, or (iv) an event of default in respect of the notes, the noteholders will have recourse only to the assets of the trust, and each noteholder will be entitled to its pro rata share of the assets of the trust. In such circumstances, delivery of the trust's assets will eliminate all of the Bank's obligations with respect to the LRCN. The LRCN - Series 3 are redeemable at maturity or earlier to the extent that the Bank redeems the Series 46 preferred shares on certain redemption dates specified in the terms and conditions of said preferred shares, and subject to OSFI's consent and approval.

Given that the LRCN - Series 3 satisfy the non-viability contingent capital requirements, they qualify for the purposes of calculating regulatory capital under Basel III.

Note 18 - Share Capital and Other Equity Instruments (cont.)

Repurchases of Common Shares

On December 12, 2022, the Bank began a normal course issuer bid to repurchase for cancellation up to 7,000,000 common shares (representing approximately 2.1% of its then outstanding common shares) over the 12-month period ending on December 11, 2023. On December 10, 2021, the Bank had begun a normal course issuer bid to repurchase for cancellation up to 7,000,000 common shares (representing approximately 2% of its then outstanding common shares) over the 12-month period ended December 9, 2022. Any repurchase through the Toronto Stock Exchange is done at market prices. The common shares may also be repurchased through other means authorized by the Toronto Stock Exchange and applicable regulations, including private agreements or share repurchase programs under issuer bid exemption orders issued by the securities regulators. A private purchase made under an exemption order issued by a securities regulator will be done at a discount to the prevailing market price. The amounts that are paid above the average book value of the common shares are charged to Retained earnings. During the year ended October 31, 2023, the Bank did not repurchase any common shares. During the year ended October 31, 2022, the Bank had repurchased 2,500,000 common shares for $245 million, which had reduced Common share capital by $24 million and Retained earnings by $221 million.

Reserved Common Shares

As at October 31, 2023 and 2022, there were 15,507,568 common shares reserved under the Dividend Reinvestment and Share Purchase Plan. As at October 31, 2023, there were 20,063,688 common shares reserved under the Stock Option Plan (21,742,009 as at October 31, 2022).

Restriction on the Payment of Dividends

The Bank is prohibited from declaring dividends on its common or preferred shares if there are reasonable grounds for believing that the Bank would, by so doing, be in contravention of the regulations of the Bank Act (Canada) or OSFI's capital adequacy and liquidity guidelines. In addition, the ability to pay common share dividends is restricted by the terms of the outstanding preferred shares pursuant to which the Bank may not pay dividends on its common shares without the approval of the holders of the outstanding preferred shares, unless all preferred share dividends have been declared and paid or set aside for payment.

Dividend Reinvestment and Share Purchase Plan

The Bank has a Dividend Reinvestment and Share Purchase Plan for holders of its common and preferred shares under which they can acquire common shares of the Bank without paying commissions or administration fees. Participants acquire common shares through the reinvestment of cash dividends paid on the shares they hold or through optional cash payments of at least $1 per payment, up to a maximum of $5,000 per quarter. Common shares subscribed by participants are purchased on their behalf in the secondary market through the Bank's transfer agent, Computershare Trust Company of Canada, at a price equal to the average purchase price of the common shares during the three business days immediately following the dividend payment date.

Note 19 - Non-Controlling Interests

 
As at October 31              2023   2022 
==========================   =====   ==== 
Flinks Technology Inc.(1)          2     2 
===========================   ======  ==== 
 
   (1)    As at October 31, 2023 and 2022, the non-controlling interest in Flinks stood at 14.1%. 

Note 20 - Capital Disclosure

Capital Management Objectives, Policies and Procedures

Capital management has a dual role of ensuring a competitive return to the Bank's shareholders while maintaining a solid capital foundation that covers the risks inherent to the Bank's business, supports its business segments, and protects its clients.

The Bank's capital management policy defines the guiding principles as well as the roles and responsibilities regarding its internal capital adequacy assessment process. This process is a key tool in establishing the Bank's capital strategy and is subject to quarterly reviews and periodic amendments.

Capital Management

Capital ratios are obtained by dividing capital (as defined by OSFI's Capital Adequacy Requirements Guideline) by risk-weighted assets and are expressed as percentages. Risk-weighted assets are calculated in accordance with the rules established by OSFI for on- and off-balance-sheet risks. Credit, market, and operational risks are factored into the risk-weighted assets calculation for regulatory purposes. The definition adopted by the Basel Committee on Banking Supervision (BCBS) distinguishes between three types of capital. Common Equity Tier 1 (CET1) capital consists of common shareholders' equity less goodwill, intangible assets, and other CET1 capital deductions. Additional Tier 1 (AT1) capital consists of eligible non-cumulative preferred shares, limited recourse capital notes, and other AT1 capital adjustments. The sum of CET1 and AT1 capital forms what is known as Tier 1 capital. Tier 2 capital consists of the eligible portion of subordinated debt and certain allowances for credit losses. Total regulatory capital is the sum of Tier 1 and Tier 2 capital.

The Bank and all other major Canadian banks have to maintain the following minimum capital ratios established by OSFI: a CET1 capital ratio of at least 11.0%, a Tier 1 capital ratio of at least 12.5%, and a Total capital ratio of at least 14.5%. All of these ratios include a capital conservation buffer of 2.5% established by the Basel Committee on Banking Supervision and OSFI, a 1.0% surcharge applicable solely to Domestic Systemically Important Banks (D-SIBs), and a 3.0% domestic stability buffer. On December 8, 2022, OSFI expanded the domestic stability buffer range, setting it at 0% to 4.0% instead of the previous range of 0% to 2.5%, and it announced that the domestic stability buffer would rise from 2.5% to 3.0% effective February 1, 2023. On June 20, 2023, OSFI raised the buffer by 50 bps to 3.5% effective November 1, 2023. The domestic stability buffer must consist exclusively of CET1 capital. A D--SIB that fails to meet this buffer requirement will not be subject to automatic constraints to reduce capital distributions but must provide a remediation plan to OSFI. The Bank must also meet the requirements of an updated capital output floor that will ensure that its total calculated RWA is not below 72.5% of the total RWA as calculated under the Basel III Standardized Approaches. OSFI is allowing a phase-in of the floor factor over three years, starting at 65.0% in the second quarter of 2023 and rising 2.5% per year to reach 72.5% in fiscal 2026. If the capital requirement is less than the capital output floor requirement after applying the floor factor, the difference is added to total RWA. Lastly, OSFI requires D-SIBs to maintain a Basel III leverage ratio of at least 3.5%. Effective February 1, 2023, OSFI increased the leverage ratio minimum requirement by imposing a Tier 1 capital buffer of 0.5% applicable only to D-SIBs.

OSFI also requires D-SIBs to maintain a risk-based total loss-absorbing capacity (TLAC) ratio of at least 24.5% (including the domestic stability buffer) of risk-weighted assets and a TLAC leverage ratio of at least 7.25% (increase of 0.5% since February 1, 2023). The purpose of TLAC is to ensure that a D-SIB has sufficient loss-absorbing capacity to support its recapitalization in the unlikely event it becomes non-viable.

In the second quarter of 2023, the Bank implemented OSFI's finalized guidance relating to the Basel III reforms, consisting primarily of:

   --    a revised Standardized Approach and Internal Ratings-Based (IRB) Approach for credit risk; 
   --    a revised Standardized Approach for operational risk; 
   --    a revised capital output floor; 
   --    a revised Leverage Ratio Framework; and 
   --    revised Pillar 3 disclosure requirements. 

The Basel III reforms also affected the market risk and credit valuation adjustment (CVA) risk frameworks, which will be implemented in the first quarter of 2024.

During the years ended October 31, 2023 and 2022, the Bank was in compliance with all of OSFI's regulatory capital, leverage, and TLAC requirements.

Note 20 - Capital Disclosure (cont.)

Regulatory Capital (1) , Leverage Ratio(1) and TLAC(2)

 
As at October 31            2023         2022 
======================   =======      ======= 
Capital 
 CET1                     16,920       14,818 
 Tier 1                   20,068       17,961 
 Total                    21,056       19,727 
 ----------------------  -------      ------- 
Risk-weighted assets     125,592      116,840 
                         -------      ------- 
Total exposure           456,478      401,780 
----------------------   -------      ------- 
Capital ratios 
 
 CET1                       13.5   %     12.7% 
 
 Tier 1                     16.0   %     15.4% 
 
 Total                      16.8   %     16.9% 
 ----------------------  -------      ------- 
 
Leverage ratio               4.4   %      4.5% 
----------------------   -------      ------- 
Available TLAC            36,732       32,351 
 
TLAC ratio                  29.2   %     27.7% 
 
TLAC leverage ratio          8.0   %      8.1% 
======================   =======      ======= 
 

(1) Capital, risk-weighted assets, total exposure, the capital ratios, and the leverage ratio are calculated in accordance with the Basel III rules, as set out in OSFI's Capital Adequacy Requirements Guideline and Leverage Requirements Guideline. The calculation of the figures as at October 31, 2022 had included the transitional measure applicable to expected credit loss provisioning and the temporary measure regarding the exclusion of central bank reserves implemented by OSFI in response to the COVID-19 pandemic. These provisions ceased to apply on November 1, 2022 and April 1, 2023, respectively.

(2) Available TLAC, the TLAC ratio, and the TLAC leverage ratio are calculated in accordance with OSFI's Total Loss Absorbing Capacity Guideline.

Note 21 - Trading Activity Revenues

Trading activity revenues consist of the net interest income and the non-interest income related to trading activities.

Net interest income comprises dividends related to financial assets and liabilities associated with trading activities and certain interest income related to the financing of these financial assets and liabilities, net of interest expenses.

Non-interest income consists of realized and unrealized gains and losses as well as interest income on securities measured at fair value through profit or loss, income from held-for-trading derivative financial instruments, changes in the fair value of loans at fair value through profit or loss, changes in the fair value of financial instruments designated at fair value through profit or loss, realized and unrealized gains and losses as well as interest expenses on obligations related to securities sold short, certain commission income as well as other income related to trading activities, and any applicable transaction costs.

 
Year ended October 31            2023   2022 
===========================   =======  ===== 
Net interest income (loss)    (1,816)    682 
----------------------------  -------  ----- 
Non-interest income 
 Trading revenues (losses)      2,677    543 
 Other revenues                    19      5 
----------------------------  -------  ----- 
                                2,696    548 
 ---------------------------  -------  ----- 
                                  880  1,230 
 ===========================  =======  ===== 
 

Note 22 - Share-Based Payments

The compensation expense information provided below excludes the impact of hedging.

Stock Option Plan

The Bank's Stock Option Plan is for officers and other designated persons of the Bank and its subsidiaries. Under this plan, options are awarded annually and provide participants with the right to purchase common shares at an exercise price equal to the closing price of the Bank's common share on the Toronto Stock Exchange on the day preceding the award. The options vest evenly over a four-year period and expire ten years from the award date or, in certain circumstances set out in the plan, within specified time limits. The Stock Option Plan contains provisions for retiring employees that allow the participant's rights to continue vesting in accordance with the stated terms of the award agreement. The maximum number of common shares that may be issued under the Stock Option Plan was 20,063,688 as at October 31, 2023 (21,742,009 as at October 31, 2022). The number of common shares reserved for a participant may not exceed 5% of the total number of Bank shares issued and outstanding.

 
As at October 31                                2023                      2022 
=========================   ========================  ======================== 
                                            Weighted                  Weighted 
                                 Number      average       Number      average 
                                     of     exercise           of     exercise 
                                options        price      options        price 
=========================   ===========  ===========  ===========  =========== 
Stock Option Plan 
Outstanding at beginning     11,861,749   $    64.80   11,348,680   $    57.93 
Awarded                       1,416,060   $    94.05    1,771,588   $    96.35 
Exercised                   (1,678,321)   $    50.43  (1,193,663)   $    45.73 
Cancelled(1)                   (52,800)   $    87.49     (64,856)   $    76.10 
Outstanding at end           11,546,688   $    70.37   11,861,749   $    64.80 
Exercisable at end            7,471,041   $    61.18    7,344,536   $    55.50 
==========================  ===========      =======  =========== 
 

(1) Includes 8,096 expired options during the year ended October 31, 2023 (27,714 expired options during the year ended October 31, 2022).

 
                       Options         Options 
Exercise price     outstanding     exercisable          Expiry date 
$44.96                 368,469         368,469        December 2023 
$47.93                 813,888         813,888        December 2024 
$42.17                 727,265         727,265        December 2025 
$54.69                 770,928         770,928        December 2026 
$64.14               1,063,142       1,063,142        December 2027 
$58.79               1,341,590       1,341,590        December 2028 
$71.86               1,478,183       1,075,695        December 2029 
$71.55               1,857,658         884,810        December 2030 
$96.35               1,728,733         425,254        December 2031 
$94.05               1,396,832               -        December 2032 
 
                    11,546,688       7,471,041 
 
 

During the year ended October 31, 2023, the Bank awarded 1,416,060 stock options (1,771,588 stock options during the year ended October 31, 2022) with an average fair value of $14.76 per option ($13.24 for the year ended October 31, 2022).

The average fair value of options awarded was estimated on the award date using the Black-Scholes model as well as the following assumptions.

 
Year ended October 31          2023     2022 
=========================   =======  ======= 
Risk-free interest rate       3.25%    1.79% 
Expected life of options    7 years  7 years 
Expected volatility          23.13%   22.68% 
Expected dividend yield       4.23%    3.88% 
==========================  =======  ======= 
 

Note 22 - Share-Based Payments (cont.)

The expected life of the options is based on historical data and is not necessarily representative of how the options will be exercised in the future. Expected volatility is extrapolated from the implied volatility of the Bank's share price and observable market inputs, which are not necessarily representative of actual results. The expected dividend yield represents the annualized dividend divided by the Bank's share price at the award date. The risk-free interest rate is based on the Canadian dollar swap curve at the award date. The exercise price is equal to the Bank's share price at the award date. No other market parameter has been included in the fair value measurement of the options.

For the year ended October 31, 2023, an $18 million compensation expense related to this plan was recognized in the Consolidated Statement of Income ($17 million for the year ended October 31, 2022).

Stock Appreciation Rights (SAR) Plan

The SAR Plan is for officers and other designated persons of the Bank and its subsidiaries. Under this plan, participants receive, upon exercising the right, a cash amount equal to the difference between the closing price of the Bank's common share on the Toronto Stock Exchange on the day preceding the exercise date and the closing price on the day preceding the award date. SARs vest evenly over a four-year period and expire ten years after the award date or, in certain circumstances set out in the plan, within specified time limits. The SAR Plan contains provisions for retiring employees that allow the participant's rights to continue vesting in accordance with the stated terms of the award agreement. For the years ended October 31, 2023 and 2022, a negligible compensation expense related to this plan was recognized in the Consolidated Statement of Income.

 
As at October 31                              2023                    2022 
 
                                          Weighted                Weighted 
                                           average                 average 
                               Number     exercise     Number     exercise 
                              of SARs        price    of SARs        price 
                                       ===========  =========  =========== 
SAR Plan (1) 
Outstanding at beginning      207,841   $    60.73    266,075   $    57.61 
Awarded                        19,072   $    94.05     21,464   $    96.35 
Exercised                    (41,241)   $    55.64   (79,698)   $    59.89 
                                                                   ------- 
Outstanding at end            185,672   $    65.29    207,841   $    60.73 
Exercisable at end            124,531   $    55.53    130,319   $    51.31 
                                                    ========= 
 
   (1)    No SARs cancelled or expired during the years ended October 31, 2023 and 2022. 
 
                          SARs                SARs 
Exercise price     outstanding         exercisable      Expiry date 
$44.96                   9,886               9,886    December 2023 
$47.93                  28,824              28,824    December 2024 
$42.17                  19,748              19,748    December 2025 
$54.69                  16,320              16,320    December 2026 
$64.14                  16,236              16,236    December 2027 
$58.79                  16,604              16,604    December 2028 
$71.86                  22,266              11,547    December 2029 
$71.55                  15,252                   -    December 2030 
$96.35                  21,464               5,366    December 2031 
$94.05                  19,072                   -    December 2032 
                  ------------        ------------ 
                       185,672             124,531 
                  ============        ============ 
 

Deferred Stock Unit (DSU) Plans

The DSU Plans are for officers and other designated persons of the Bank and its subsidiaries as well as for directors. These plans allow the Bank to tie a portion of the value of the compensation of participants to the future value of the Bank's common shares. A DSU is a right that has a value equal to the closing price of a common share of the Bank on the Toronto Stock Exchange on the day preceding the award. DSUs generally vest evenly over four years. Additional DSUs are credited to the accounts of participants in an amount equal to the dividends declared on Bank common shares and vest evenly over the same period as the reference DSUs. DSUs may be cashed only when participants retire or leave the Bank or, for directors, when their term ends. The DSU Plans contain provisions for retiring employees whereby participants may continue vesting all units in accordance with the stated terms of the award agreement.

During the year ended October 31, 2023, the Bank awarded 37,477 DSUs at a weighted average price of $97.45 (39,227 DSUs at a weighted average price of $97.10 for the year ended October 31, 2022). A total of 483,735 DSUs were outstanding as at October 31, 2023 (551,539 DSUs as at October 31, 2022). For the year ended October 31, 2023, a $3 million compensation expense related to these plans was recognized in the Consolidated Statement of Income ($1 million for the year ended October 31, 2022).

Restricted Stock Unit (RSU) Plan

The RSU Plan is for certain officers and other designated persons of the Bank and its subsidiaries. The objective of this plan is to ensure that the compensation of certain officers and other designated persons is competitive and to foster retention. An RSU represents a right that has a value equal to the average closing price of the Bank's common share, as published by the Toronto Stock Exchange, over the ten trading days preceding the sixth business day in December . RSUs generally vest evenly over three years, although some RSUs vest on the sixth business day of December of the third year following the award date, i.e., the date on which all RSUs expire. Additional RSUs are credited to the accounts of participants in an amount equal to the dividends declared on the Bank's common shares and vest over the same period as the reference RSUs. The RSU Plan contains provisions for retiring employees whereby participants may continue vesting units in accordance with the stated terms of the award agreement.

During the year ended October 31, 2023, the Bank awarded 2,058,936 RSUs at a weighted average price of $96.42 (1,895,489 RSUs at a weighted average price of $99.59 for the year ended October 31, 2022). As at October 31, 2023, a total of 4,382,431 RSUs were outstanding (4,203,383 RSUs as at October 31, 2022). For the year ended October 31, 2023, a $173 million compensation expense related to this plan was recognized in the Consolidated Statement of Income ($172 million for the year ended October 31, 2022).

Performance Stock Unit (PSU) Plan

The PSU Plan is for officers and other designated persons of the Bank . The objective of this plan is to tie a portion of the value of the compensation of these officers and other designated persons to the future value of the Bank's common shares. A PSU represents a right that has a value equal to the average closing price of the Bank's common share, as published by the Toronto Stock Exchange, over the ten trading days preceding the sixth business day in December , adjusted upward or downward according to performance criteria, which is based on the Bank's total shareholder return (TSR) growth index over three years compared to the average TSR growth index of the comparator group composed of Canadian banks over three years. PSUs vest on the sixth business day of December of the third year following the award date, i.e. , the date on which all PSUs expire. Additional PSUs are credited to the accounts of participants in an amount equal to the dividends declared on the Bank's common shares and vest over the same period as the reference PSUs. The PSU Plan contains provisions for retiring employees whereby participants may continue vesting units in accordance with the stated terms of the award agreement.

During the year ended October 31, 2023, the Bank awarded 234,706 PSUs at a weighted average price of $96.42 (238,082 PSUs at a weighted average price of $99.59 for the year ended October 31, 2022). As at October 31, 2023, a total of 745,764 PSUs were outstanding (739,359 PSUs as at October 31, 2022). For the year ended October 31, 2023, a $27 million compensation expense related to this plan was recognized in the Consolidated Statement of Income ($30 million for the year ended October 31, 2022).

Deferred Compensation Plan

This plan is exclusively for key employees of the Wealth Management segment. The purpose of this plan is to foster the retention of key employees and promote revenue growth and continuous profitability improvement within the Wealth Management segment. Under this plan, participants can defer a portion of their annual compensation, and the Bank may pay a contribution to key employees when certain financial objectives are met. Amounts awarded by the Bank and the compensation deferred by participants are invested in, among other items, Bank common share units. These share units represent a right that has a value equal to the closing price of the Bank's common share on the Toronto Stock Exchange on the award date. Additional units are credited to the accounts of participants in an amount equal to the dividends declared on the Bank's common shares. Share units representing the amounts awarded by the Bank vest evenly over four years. When a participant retires, or in certain cases when the participant's employment ceases, the participant receives a cash amount representing the value of the vested share units.

During the year ended October 31, 2023, the Bank awarded 161,713 share units at a weighted average price of $94.90 (129,464 share units at a weighted average price of $94.87 for the year ended October 31, 2022). As at October 31, 2023, a total of 2,229,248 share units were outstanding (2,036,524 share units as at October 31, 2022). For the year ended October 31, 2023, a $3 million compensation expense related to this plan was recognized in the Consolidated Statement of Income (a $19 million reversal of the compensation expense for the year ended October 31, 2022).

Employee Share Ownership Plan

Under the Bank's Employee Share Ownership Plan, employees who meet the eligibility criteria can contribute up to 8% of their annual gross salary by way of payroll deductions. The Bank matches 25% of the employee contribution up to a maximum of $1,500 per annum. Bank contributions vest to the employee after one year of uninterrupted participation in the plan. Subsequent contributions vest immediately. The Bank's contributions, amounting to $16 million for the year ended October 31, 2023 ($15 million for the year ended October 31, 2022), were recognized when paid in the Compensation and employee benefits item of the Consolidated Statement of Income. As at October 31, 2023, a total of 6,392,648 common shares were held for this plan (6,304,689 common shares as at October 31, 2022).

Plan shares are purchased on the open market and are considered to be outstanding for earnings per share calculations. Dividends paid on the Bank's common shares held for the Employee Share Ownership Plan are used to purchase other common shares on the open market.

Plan Liabilities and Intrinsic Value

Total liabilities arising from the Bank's share-based compensation plans amounted to $686 million as at October 31, 2023 ($716 million as at October 31, 2022). The intrinsic value of these liabilities that had vested as at October 31, 2023 was $345 million ($359 million as at October 31, 2022).

Note 23 - Employee Benefits - Pension Plans and Other Post-Employment Benefit Plans

The Bank offers pension plans that have a defined benefit component and a defined contribution component. The Bank also offers other post-employment benefit plans to eligible employees. The defined benefit component of the pension plans provides benefits based on years of plan participation and average earnings at retirement. The other post-employment benefits include post-employment medical, dental, and life insurance coverage. Since September 19, 2022, the Bank has been offering a new defined contribution component that is available to all new employees upon hiring as well as to current participants of the defined benefit component. Therefore, as of that date, the defined benefit component is no longer offered to new employees. For the defined contribution component, the Bank's base contribution equals a percentage of annual salary and the Bank's additional contribution varies according to the employee's contributions, and the sum of the employee's age and years of continuous service. The defined benefit component of the pension plans is funded, whereas the defined contribution component and the other post-employment benefit plans are not funded. The fair value of the defined benefit component and the present value of the defined benefit obligations were measured as at October 31.

The Bank's most significant pension plan is the Employee Pension Plan of the National Bank of Canada; it is registered with OSFI and the Canada Revenue Agency and subject to the Pension Benefits Standards Act, 1985 and the Income Tax Act.

The defined benefit component of the pension plans and the other post-employment benefit plans exposes the Bank to specific risks such as investment performance, changes to the discount rate used to calculate the obligation, the longevity of plan participants, and future inflation. While management believes that the assumptions used in the actuarial valuation process are reasonable, there remains a degree of risk and uncertainty that may cause future results to differ significantly from these assumptions, which could give rise to gains or losses.

According to the Bank's governance rules, the policies and risk management related to the defined benefit component of the pension plans are overseen at different levels by the pension committees, the Bank's management, and the Board's Human Resources Committee. The defined benefit component of the pension plans are examined on an ongoing basis in order to monitor the funding and investment policies, the financial status of the plans, and the Bank's funding requirements.

The Bank's funding policy for the defined benefit component of the pension plans is to make at least the minimum annual contributions required by pension regulators.

For funded plans, the Bank determines whether an economic benefit exists in the form of potential reductions in future contributions and in the form of refunds from the plan surplus, where permitted by applicable regulations and plan provisions.

Defined Benefit Obligation, Assets of the Plans, and Funded Status

 
As at October 31 
 
                                                 Pension plans - Defined    Other post-employment 
                                                       benefit component            benefit plans 
 
                                                     2023           2022        2023         2022 
   ==========================================  ==========  =============  ==========  =========== 
Defined benefit obligation 
Balance at beginning                                3,971          4,745         111          143 
 Current service cost                                  92            129           -            1 
 Interest cost                                        218            171           6            5 
 Remeasurements 
  Actuarial (gains) losses arising from 
   changes in demographic assumptions                (40)             55           1            1 
  Actuarial (gains) losses arising from 
   changes in financial assumptions                 (163)        (1,063)         (3)         (24) 
  Actuarial (gains) losses arising from 
   experience adjustments                              71             95        (12)          (6) 
 Employee contributions                                72             65 
 Benefits paid                                      (201)          (226)         (9)          (9) 
 
Balance at end                                      4,020          3,971          94          111 
                                               ----------  -------------  ----------  ----------- 
Plan assets 
Fair value at beginning                             4,469          5,436 
 Interest income                                      242            191 
 Administration cost                                  (3)            (3) 
 Remeasurements 
  Return on plan assets (excluding interest 
   income)                                          (329)        (1,113) 
 Bank contributions(1)                                126            119 
 Employee contributions                                72             65 
 Benefits paid                                      (201)          (226) 
 
Fair value at end                                   4,376          4,469 
                                               ----------  ------------- 
Defined benefit asset (liability) 
 at end                                               356            498        (94)        (111) 
                                               ==========  =============  ==========  =========== 
 

(1) For fiscal 2024, the Bank expects to pay an employer contribution of $122 million to the defined benefit component of the pension plans.

Defined Benefit Asset (Liability)

 
As at October 31 
 
                                                 Pension plans - 
                                                         Defined    Other post-employment 
                                               benefit component            benefit plans 
 
                                                 2023       2022        2023         2022 
  ========================================             =========  ==========  =========== 
Defined benefit asset included in Other 
assets                                            356        498 
Defined benefit liability included 
 in Other liabilities                               -          -        (94)        (111) 
                                                       --------- 
                                                  356        498        (94)        (111) 
                                                       =========  ==========  =========== 
 
 

Cost for Pension Plans and Other Post-Employment Benefit Plans

 
Year ended October 31 
                                                                Other post-employment 
                                               Pension plans            benefit plans 
 
                                                2023    2022         2023        2022 
                                                      ======  ===========  ========== 
Current service cost                              92     129            -           1 
Interest expense (income), net                  (24)    (20)            6           5 
Administration costs                               3       3 
                                                      ------ 
Expense of the defined benefit component          71     112            6           6 
Expense of the defined contribution 
 component                                        11                                - 
                                                                           ---------- 
Expense recognized in Net income                  82     112            6           6 
                                                      ------  -----------  ---------- 
Remeasurements (1) 
 Actuarial (gains) losses on the defined 
  benefit obligation                           (132)   (913)         (14)        (29) 
 Return on plan assets(2)                        329   1,113 
                                                      ------ 
Remeasurements recognized in Other 
 comprehensive income                            197     200         (14)        (29) 
                                                      ------ 
                                                 279     312          (8)        (23) 
                                                      ======  ===========  ========== 
 

(1) Changes related to the discount rate and to the return on plan assets are reviewed and updated on a quarterly basis. All other assumptions are updated annually.

   (2)    Excludes interest income. 

Allocation of the Fair Value of the Assets of the Defined Benefit Component of the Pensions Plans

 
As at October 31                                             2023                           2022 
 
                                        Quoted 
                                         in an  Not quoted             Quoted  Not quoted 
                                        active       in an              in an       in an 
                                        market      active             active      active 
                                           (1)      market  Total   market(1)      market  Total 
                                       =======  ==========  =====  ==========  ==========  ===== 
Asset classes 
 Cash and cash equivalents                   -         378    378           -         273    273 
 Equity securities                         841       1,300  2,141         988       1,150  2,138 
 Debt securities 
  Canadian government(2)                 (237)           -  (237)         114           -    114 
  Canadian provincial and municipal 
   governments                               -       2,128  2,128           -       1,769  1,769 
  Other issuers                              -         171    171           -         264    264 
 Other                                       -       (205)  (205)           -        (89)   (89) 
                                                                   ---------- 
                                           604       3,772  4,376       1,102       3,367  4,469 
   ==================================                       =====                          ===== 
 

(1) Unadjusted quoted prices in active markets for identical assets that the Bank can access at the measurement date.

   (2)    Includes obligations related to securities sold short. 

The Bank's investment strategy for plan assets considers several factors, including the time horizon of pension plan obligations and investment risk. For each plan, an allocation range per asset class is defined using a mix of equity and debt securities to optimize the risk-return profile of plan assets and minimize asset/liability mismatching.

The assets of the pension plans may include investment securities issued by the Bank. As at October 31, 2023 and 2022, the assets of the pension plans do not include any securities issued by the Bank.

For fiscal 2023, the Bank and its related entities received $20 million ($21 million in fiscal 2022) in fees from the pension plans for related management, administration, and custodial services.

Note 23 - Employee Benefits - Pension Plans and Other Post-Employment Benefit Plans (cont.)

Allocation of the Defined Benefit Obligation by the Status of the Participants in the Defined Benefit Component of the Pension Plans

 
As at October 31 
                                      ==========  ====  =========      =========  ====  ======== 
                                          Pension plans - Defined          Other post-employment 
                                                benefit component                  benefit plans 
 
                                            2023             2022           2023            2022 
  ==================================                    =========                       ======== 
 
Active employees                              41    %          41%             3     %         7% 
 
Retirees                                      54    %          53%            97     %        93% 
Participants with deferred vested 
 benefits                                      5    %           6% 
                                                  ---- 
 
                                             100    %         100%           100     %       100% 
                                                  ----                            ---- 
Weighted average duration of 
 the 
 defined benefit obligation (in 
  years)                                      14               14             10              10 
                                                        =========                       ======== 
 

Significant Actuarial Assumptions (Weighted Average)

Discount Rate

The discount rate assumption is based on an interest rate curve that represents the yields on corporate AA bonds. Short-term maturities are obtained using a curve based on observed data from corporate AA bonds. Long-term maturities are obtained using a curve based on actual data and extrapolated data.

To measure the obligation related to the defined benefit component of the pension plans and related to the other post-employment benefit plans, the vested benefits that the Bank expects to pay in each future period are discounted to the measurement date using the spot rate associated with each of the respective periods based on the yield curve derived using the above methodology. The sum of discounted benefit amounts represents the defined benefit obligation. An average discount rate that replicates this obligation is then computed.

To better reflect current service cost, a separate discount rate was determined to account for the timing of future benefit payments associated with the additional year of service to be earned by the plan's active participants. Since these benefits are, on average, being paid at a later date than the benefits already earned by participants as a whole (i.e., longer duration), this method results in the use of a generally higher discount rate for calculating current service cost than that used to measure obligations where the yield curve is positively sloped. The methodology used to determine this discount rate is the same as the one used to establish the discount rate for measuring the obligation.

Other Assumptions

For measurement purposes, the estimated annual growth rate for health care costs was 4.94% as at October 31, 2023 (4.77% as at October 31, 2022). Based on the assumption retained, this rate is expected to decrease gradually to 3.57% in 2040 and remain steady thereafter.

Mortality assumptions are a determining factor when measuring the defined benefit obligation. Determining the expected benefit payout period is based on best estimate assumptions regarding mortality. Mortality tables are reviewed at least once a year, and the assumptions made are in accordance with accepted actuarial practice. New results regarding the plans are reviewed and used in calculating best estimates of future mortality.

 
As at October 31 
 
                                           Pension plans - Defined          Other post-employment 
                                                 benefit component                  benefit plans 
 
                                             2023             2022           2023            2022 
    ================================= 
Defined benefit obligation 
 
 Discount rate                               5.65   %         5.45%          5.65   %        5.45% 
 
 Rate of compensation increase               4.00   %         3.00%          2.00   %        3.00% 
 
 Health care cost trend rate                                                 4.94   %        4.77% 
 Life expectancy (in years) at 
  65 for a participant currently 
  at 
  Age 65 
   Men                                       22.4             22.4           22.4            22.4 
   Women                                     24.8             24.7           24.8            24.7 
  Age 45 
   Men                                       23.4             23.4           23.4            23.4 
   Women                                     25.7             25.6           25.7            25.6 
 
 
 
Year ended October 31 
                                                   ====                            ====  ======== 
                                           Pension plans - Defined          Other post-employment 
                                                 benefit component                  benefit plans 
 
                                             2023             2022           2023            2022 
                                                   ====                            ====  ======== 
Pension plan expense 
 
 Discount rate - Current service             5.45     %       3.70%          5.45     %      3.70% 
 Discount rate - Interest expense 
  (income), net                              5.45     %       3.55%          5.45     %      3.55% 
 
 Rate of compensation increase               4.00     %       3.00%          2.00     %      3.00% 
 
 Health care cost trend rate                                                 4.77     %      4.52% 
 Life expectancy (in years) at 
  65 for a participant currently 
  at 
  Age 65 
   Men                                       22.4             21.4           22.4            21.4 
   Women                                     24.7             23.7           24.7            23.7 
  Age 45 
   Men                                       23.4             22.4           23.4            22.4 
   Women                                     25.6             24.7           25.6            24.7 
                                                                                   ====  ======== 
 

Sensitivity of Significant Assumptions for 2023

The following table shows the potential impacts of changes to key assumptions on the defined benefit obligation of the pension plans and other post--employment benefit plans as at October 31, 2023. These impacts are hypothetical and should be interpreted with caution, as changes in each significant assumption may not be linear.

 
As at October 31, 2023 
                                                               Pension plans 
                                                           - Defined benefit  Other post-employment 
                                                                   component          benefit plans 
 
                                                               Change in the          Change in the 
                                                                  obligation             obligation 
 
Impact of a 1.00% increase in the discount rate                        (509)                    (3) 
Impact of a 1.00% decrease in the discount rate                          642                      3 
Impact of a 0.25% increase in the rate of compensation 
 increase                                                                 26 
Impact of a 0.25% decrease in the rate of compensation 
 increase                                                               (25) 
Impact of a 1.00% increase in the health care 
 cost trend rate                                                                                  4 
Impact of a 1.00% decrease in the health care 
 cost trend rate                                                                                (3) 
Impact of an increase in the age of participants 
 by one year                                                            (81)                    (1) 
Impact of a decrease in the age of participants 
 by one year                                                              78                      1 
 
 

Projected Benefit Payments

 
Year ended October 31 
                              Pension plans 
                          - Defined benefit  Other post-employment 
                                  component          benefit plans 
 
2024                                    209                     10 
2025                                    217                      9 
2026                                    226                      9 
2027                                    233                      8 
2028                                    239                      8 
2029 to 2033                          1,310                     41 
 
 

Note 24 - Income Taxes

The Bank's income tax expense reported in the consolidated financial statements is as follows.

 
Year ended October 31                                          2023  2022 
                                                              =====  ==== 
Consolidated Statement of Income 
Current taxes 
 Current year                                                   776   803 
 Canada Recovery Dividend(1)                                     32 
 Change in income tax rate(1)                                    10 
 Prior period adjustments                                        48  (19) 
                                                              ----- 
                                                                866   784 
  ----------------------------------------------------------  -----  ---- 
Deferred taxes 
 Origination and reversal of temporary differences            (148)   110 
 Change in income tax rate(1)                                  (18) 
 Prior period adjustments                                      (63)     - 
 -----------------------------------------------------------         ---- 
                                                              (229)   110 
  ----------------------------------------------------------         ---- 
                                                                637   894 
  ----------------------------------------------------------  -----  ---- 
Consolidated Statement of Changes in Equity 
 Share issuance expenses, other equity instruments and 
  other                                                        (23)  (14) 
 
Consolidated Statement of Comprehensive Income 
 Remeasurements of pension plans and other post-employment 
  benefit plans                                                (43)  (45) 
 Net change in cash flow hedges                                  44     3 
 Net fair value change attributable to credit risk on 
  financial liabilities designated at fair value through 
  profit or loss                                               (63)   216 
 Other                                                          (9)  (90) 
 
                                                               (71)    84 
  ----------------------------------------------------------         ---- 
Income taxes                                                    543   964 
                                                              =====  ==== 
 

The breakdown of the income tax expense is as follows.

 
Year ended October 31     2023  2022 
                         =====  ==== 
Current taxes              774   933 
Deferred taxes           (231)    31 
-----------------------         ---- 
                           543   964 
 ======================  =====  ==== 
 

(1) During the year ended October 31, 2023, the Bank recorded a $32 million tax expense with respect to the Canada Recovery Dividend, i.e., a one-time, 15% tax on the fiscal 2021 and 2020 average taxable income above $1 billion, as well as an $8 million tax recovery related to the 1.5% increase in the statutory tax rate, which includes the impact related to current and deferred taxes for fiscal 2022.

The temporary differences and tax loss carryforwards resulting in deferred tax assets and liabilities are as follows.

 
                                    As at October        Year ended October        Year ended October 
                                               31                        31                        31 
 
                                     Consolidated    Consolidated Statement    Consolidated Statement 
                                    Balance Sheet                 of Income          of Comprehensive 
                                                                                               Income 
 
                                    2023     2022        2023          2022         2023         2022 
  =============================  =======  =======  ==========  ============  ===========  =========== 
Deferred tax assets 
Allowances for credit losses         314      235          79            10            -            - 
Deferred charges                     362      317          45          (37)            -            - 
Defined benefit liability 
 - Other post-employment 
 benefit plans                        36       38           2           (1)          (4)          (8) 
Investments in associates              -       23        (23)          (34)            -            - 
Leases liabilities                   108      118        (10)          (14)            -            - 
Deferred revenue                      91       62          29            11            -            - 
Tax loss carryforwards                50       35          15             2            -            - 
Other items(1)                        31       32         (1)             1            -            - 
 
                                     992      860         136          (62)          (4)          (8) 
  ----------------------------- 
Deferred tax liabilities 
Premises and equipment and 
 intangible assets                 (225)    (312)          87          (13)            -            - 
Defined benefit asset - 
 Pension plans                      (89)    (127)         (3)           (2)           41           53 
Investments in associates           (12)      (2)         (2)           (2)          (8)            - 
Other items                         (60)     (44)          11          (31)         (27)           32 
 
                                   (386)    (485)          93          (48)            6           85 
  ----------------------------- 
Net deferred tax assets 
 (liabilities)                       606      375         229         (110)            2           77 
 
 

(1) As at October 31, 2023, the Consolidated Balance Sheet included a negligible amount of deferred tax asset related to share issuance costs ($2 million as at October 31, 2022) reported in Retained earnings on the Consolidated Statement of Changes in Equity.

Net deferred tax assets are included in Other assets and net deferred tax liabilities are included in Other liabilities.

 
As at October 31            2023  2022 
                            ====  ==== 
Deferred tax assets          634   389 
Deferred tax liabilities    (28)  (14) 
                            ----  ---- 
                             606   375 
 =========================        ==== 
 

According to forecasts, which are based on information available as at October 31, 2023, the Bank believes that the results of future operations will likely generate sufficient taxable income to utilize all the deferred tax assets before they expire.

As at October 31, 2023, the total amount of temporary differences, unused tax loss carryforwards, and unused tax credits for which no deferred tax asset has been recognized was $536 million ($561 million as at October 31, 2022).

As at October 31, 2023, the total amount of temporary differences related to investments in subsidiaries, associates, and joint ventures for which no deferred tax liability has been recognized was $5,762 million ($5,636 million as at October 31, 2022).

Note 24 - Income Taxes (cont.)

The following table provides a reconciliation of the Bank's income tax rate.

 
 
Year ended October 31                                   2023          2022 
                                                              ============ 
                                                   $       %      $      % 
                                               =====  ======  =====  ===== 
Income before income taxes                     3,972   100.0  4,277  100.0 
                                               -----  ------  -----  ----- 
Income taxes at Canadian statutory 
 income tax rate                               1,112    28.0  1,133   26.5 
                                               -----  ------  -----  ----- 
Reduction in income tax rate due to 
 Tax-exempt income from securities             (310)   (7.8)  (191)  (4.5) 
 Non-taxable portion of capital gains            (1)       -    (1)      - 
 Impact of enacted tax measures(1)                24     0.6 
 Tax rates of subsidiaries, foreign 
  entities and associates                      (178)   (4.5)   (71)  (1.7) 
 Other items                                    (10)   (0.3)     24    0.6 
 -------------------------------------------                  -----  ----- 
                                               (475)  (12.0)  (239)  (5.6) 
   ------------------------------------------ 
Income taxes reported in the Consolidated 
Statement of Income and 
 effective income tax rate                       637    16.0    894   20.9 
 ===========================================   =====  ======  =====  ===== 
 

(1) During the year ended October 31, 2023, the Bank recorded a $32 million tax expense with respect to the Canada Recovery Dividend, i.e., a one-time, 15% tax on the fiscal 2021 and 2020 average taxable income above $1 billion, as well as an $8 million tax recovery related to the 1.5% increase in the statutory tax rate, which includes the impact related to current and deferred taxes for fiscal 2022.

Notice of Assessment

In March 2023, the Bank was reassessed by the Canada Revenue Agency (CRA) for additional income tax and interest of approximately $90 million (including estimated provincial tax and interest) in respect of certain Canadian dividends received by the Bank during the 2018 taxation year.

In prior fiscal years, the Bank had been reassessed for additional income tax and interest of approximately $875 million (including provincial tax and interest) in respect of certain Canadian dividends received by the Bank during the 2012-2017 taxation years.

In the reassessments, the CRA alleges that the dividends were received as part of a "dividend rental arrangement".

In October 2023, the Bank filed a notice of appeal with the Tax Court of Canada, and the matter is now in litigation. The CRA may issue reassessments to the Bank for taxation years subsequent to 2018 in regard to certain activities similar to those that were the subject of the above-mentioned reassessments. The Bank remains confident that its tax position was appropriate and intends to vigorously defend its position. As a result, no amount has been recognized in the consolidated financial statements as at October 31, 2023.

Canadian Government's 2022 Tax Measures

On November 4, 2022, the Government of Canada introduced Bill C-32 - An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 3, 2022 and certain provisions of the budget tabled in Parliament on April 7, 2022 to implement tax measures applicable to certain entities of banking and life insurer groups, as presented in its April 7, 2022 budget. These tax measures include the Canada Recovery Dividend (CRD), which is a one-time, 15% tax on the fiscal 2021 and 2020 average taxable income above $1 billion, as well as a 1.5% increase in the statutory tax rate. On December 15, 2022, Bill C-32 received royal assent. Given that these tax measures were in effect at the financial reporting date, a $32 million tax expense for the CRD and an $8 million tax recovery for the tax rate increase, including the impact related to current and deferred taxes for fiscal 2022, were recognized in the consolidated financial statements for the year ended October 31, 2023.

Proposed Legislation

On November 28, 2023, the Government of Canada released draft legislation entitled An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023 to implement tax measures applicable to the Bank. The measures include the denial of the deduction in respect of dividends received after 2023 on shares that are mark-to-market property for tax purposes (except for dividends received on "taxable preferred shares" as defined in the Income Tax Act), as well as the application of a 2% tax on the net value of equity repurchases occurring as of January 1, 2024.

In its March 28, 2023 budget, the Government of Canada also proposed to implement the Pillar 2 rules (global minimum tax) published by the Organisation for Economic Co-operation and Development (OECD) for fiscal years beginning as of December 31, 2023. To date, the Pillar 2 rules have not yet been included in a bill in Canada. During fiscal 2023, the Pillar 2 rules were included in a bill in certain jurisdictions where the Bank operates.

Note 25 - Earnings Per Share

Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding after taking into account the dilution effect of stock options using the treasury stock method and any gain (loss) on the redemption of preferred shares.

 
Year ended October 31                                               2023     2022 
                                                                 =======  ======= 
Basic earnings per share 
Net income attributable to the Bank's shareholders and 
 holders of other equity instruments                               3,337    3,384 
Dividends on preferred shares and distributions on other 
 equity instruments                                                  141      107 
Net income attributable to common shareholders                     3,196    3,277 
Weighted average basic number of common shares outstanding 
 (thousands)                                                     337,660  337,099 
                                                                          ------- 
Basic earnings per share (dollars)                                  9.47     9.72 
                                                                          ------- 
Diluted earnings per share 
Net income attributable to common shareholders                     3,196    3,277 
                                                                          ------- 
Weighted average basic number of common shares outstanding 
 (thousands)                                                     337,660  337,099 
Adjustment to average number of common shares (thousands) 
 Stock options(1)                                                  3,108    3,738 
                                                                          ------- 
Weighted average diluted number of common shares outstanding 
 (thousands)                                                     340,768  340,837 
                                                                          ------- 
Diluted earnings per share (dollars)                                9.38     9.61 
                                                                          ======= 
 
 

(1) For the year ended October 31, 2023, given that the exercise price of the options was lower than the average price of the Bank's common shares, no options were excluded from the diluted earnings per share calculation. For the year ended October 31, 2022, the calculation of diluted earnings per share excluded an average number of 1,575,093 options outstanding with a weighted average exercise price of $96.35, given that the exercise price of these options was greater than the average price of the Bank's common shares.

Note 26 - Guarantees, Commitments and Contingent Liabilities

Guarantees

The maximum potential amount of future payments represents the maximum risk of loss if there were a total default by the guaranteed parties, without consideration of recoveries under recourse provisions or insurance policies or from collateral held or pledged. The maximum potential amount of future payments under significant guarantees issued by the Bank is presented in the following table.

 
As at October 31                                           2023   2022 
 
Letters of guarantee(1)                                   8,339  6,618 
Backstop liquidity, credit enhancement facilities and 
 other(1)                                                10,101  8,707 
Securities lending                                          147    180 
                                                         ======  ===== 
 

(1) For additional information on allowances for credit losses related to off-balance-sheet commitments, see Note 7 to these consolidated financial statements.

Letters of Guarantee

In the normal course of business, the Bank issues letters of guarantee. These letters of guarantee represent irrevocable commitments that the Bank will make payments in the event that a client cannot meet its obligations to third parties. The Bank's policy for requiring collateral security with respect to letters of guarantee is similar to that for loans. Generally, the term of these letters of guarantee is less than two years.

Backstop Liquidity and Credit Enhancement Facilities

Facilities to Multi-Seller Conduits

The Bank administers multi-seller conduits that purchase financial assets from clients and finance those purchases by issuing asset-backed commercial paper. The Bank provides backstop liquidity facilities to these multi-seller conduits. As at October 31, 2023, the notional amount of the global-style backstop liquidity facilities totalled $4.6 billion ($3.2 billion as at October 31, 2022), representing the total amount of commercial paper outstanding.

These backstop liquidity facilities can be drawn if the conduits are unable to access the commercial paper market, even if there is no general market disruption. These facilities have terms of less than one year and can be periodically renewed. The terms and conditions of these backstop liquidity facilities do not require the Bank to advance money to the conduits if the conduits are insolvent or involved in bankruptcy proceedings or to fund non-performing assets beyond the amount of the available credit enhancements. The backstop liquidity facilities provided by the Bank have not been drawn to date.

Note 26 - Guarantees, Commitments and Contingent Liabilities (cont.)

The Bank also provides credit enhancement facilities to these multi-seller conduits. These facilities have terms of less than one year and are automatically renewable unless the Bank sends a non-renewal notice. As at October 31, 2023 and 2022, the committed notional value for these facilities was $30 million. To date, the credit enhancement facilities provided by the Bank have not been drawn.

The maximum risk of loss for the Bank cannot exceed the total amount of commercial paper outstanding, i.e., $4.6 billion as at October 31, 2023 ($3.2 billion as at October 31, 2022). As at October 31, 2023, the Bank held $67 million ($35 million as at October 31, 2022) of this commercial paper and, consequently, the maximum potential amount of future payments, taking into account the credit enhancement facilities, was $4.5 billion ($3.2 billion as at October 31, 2022).

CDCC Overnight Liquidity Facility

Canadian Derivatives Clearing Corporation (CDCC) acts as a central clearing counterparty for multiple financial instrument transactions in Canada. Certain fixed-income clearing members of CDCC have provided an equally shared committed and uncommitted global overnight liquidity facility for the purpose of supporting CDCC in its clearing activities of securities purchased under reverse repurchase agreements or sold under repurchase agreements. The objective of this facility is to maintain sufficient liquidity in the event of a clearing member's default. As a fixed-income clearing member providing support to CDCC, the Bank provided a liquidity facility. As at October 31, 2023, the notional amount of the overnight uncommitted liquidity facility amounted to $5.6 billion ($5.6 billion as at October 31, 2022). As at October 31, 2023 and 2022, no amount had been drawn.

Securities Lending

Under securities lending agreements that the Bank has entered into with certain clients who have entrusted it with the safekeeping of their securities, the Bank lends the securities to third parties and indemnifies its clients in the event of loss. To protect itself against any contingent loss, the Bank obtains, as security from the borrower, a cash amount or extremely liquid marketable securities with a fair value greater than that of the securities loaned. No amount has been recognized on the Consolidated Balance Sheet with respect to potential indemnities resulting from securities lending agreements.

Other Indemnification Agreements

In the normal course of business, including securitization transactions and discontinuances of businesses and operations, the Bank enters into numerous contractual agreements under which it undertakes to compensate the counterparty for costs incurred as a result of litigation, changes in laws and regulations (including tax legislation), claims with respect to past performance, incorrect representations or the non-performance of certain restrictive covenants. The Bank also undertakes to indemnify any person acting as a director or officer or performing a similar function within the Bank or one of its subsidiaries or another entity, at the request of the Bank, for all expenses incurred by that person in proceedings or investigations to which he or she is party in that capacity. Moreover, as a member of a securities transfer network and pursuant to the membership agreement and the regulations governing the operation of the network, the Bank granted collateral in favour of the Bank of Canada to guarantee any obligation of the Bank towards the Bank of Canada that could result from the Bank's participation in the securities transfer network. The durations of the indemnification agreements vary according to circumstance; as at October 31, 2023 and 2022, given the nature of the agreements, the Bank is unable to make a reasonable estimate of the maximum potential liability it could be required to pay to counterparties. No amount related to these agreements has been recognized on the Consolidated Balance Sheet.

Commitments

Credit Instruments

In the normal course of business, the Bank enters into various off-balance-sheet commitments. The credit instruments used to meet the financing needs of its clients represent the maximum amount of additional credit that the Bank could be obligated to extend if the commitments were fully drawn.

 
As at October 31                      2023    2022 
 
Letters of guarantee(1)              8,339   6,618 
Documentary letters of credit(2)       157     161 
Credit card receivables(3)           9,802   9,337 
Commitments to extend credit(3)     90,706  82,117 
                                    ======  ====== 
 
   (1)    See the Letters of Guarantee item on the previous page. 

(2) Documentary letters of credit are documents issued by the Bank and used in international trade to enable a third party to present a payment request to the Bank for up to an amount established under specific terms and conditions; these instruments are collateralized by the delivery of the goods to which they are related.

(3) Credit card receivables and commitments to extend credit represent unused portions of authorizations to extend credit, under certain conditions, in the form of loans or bankers' acceptances.

Financial Assets Received as Collateral

As at October 31, 2023, the fair value of financial assets received as collateral that the Bank was authorized to sell or repledge was $87.9 billion ($92.3 billion as at October 31, 2022). These financial assets received as collateral consist of securities related to securities financing and derivative transactions as well as securities purchased under reverse repurchase agreements and securities borrowed.

Other Commitments

The Bank acts as an investor in investment banking activities whereby it enters into agreements to finance external private equity funds and investments in equity and debt securities at market value at the time the agreements are signed. In connection with these activities, the Bank had commitments to invest up to $127 million as at October 31, 2023 ($102 million as at October 31, 2022). In addition, through one of its subsidiaries, the Bank purchases retail loans originated by other financial institutions at market value at the time of purchase. As at October 31, 2023, the Bank had commitments to purchase loans of a negligible amount ($60 million as at October 31, 2022).

Pledged Assets

In the normal course of business, the Bank pledges securities and other assets as collateral. A breakdown of encumbered assets pledged as collateral is provided in the following table. These transactions are concluded in accordance with standard terms and conditions.

 
As at October 31                                               2023     2022 
 
Assets pledged to 
 Bank of Canada                                                 300      325 
 Direct clearing organizations(1)                             3,046    1,634 
Assets pledged in relation to 
 Derivative financial instrument transactions                 6,628    5,368 
 Borrowing, securities lending and securities sold under 
  reverse repurchase agreements                              85,673   68,458 
 Securitization transactions                                 25,088   26,361 
 Covered bonds(2)                                            12,120   11,590 
 Other                                                          752      159 
 ---------------------------------------------------------  -------  ------- 
Total                                                       133,607  113,895 
                                                            =======  ======= 
 

(1) Includes assets pledged as collateral for activities in the systemically important payment system (designated as Lynx) as at October 31, 2023 and 2022.

(2) The Bank has a covered bond program. For additional information, see Notes 13 and 27 to these consolidated financial statements.

Contingent Liabilities

Litigation

In the normal course of business, the Bank and its subsidiaries are involved in various claims relating, among other matters, to loan portfolios, investment portfolios, and supplier agreements, including court proceedings, investigations or claims of a regulatory nature, class actions, or other legal remedies of varied natures.

More specifically, the Bank is involved as a defendant in class actions instituted by consumers contesting, inter alia, certain transaction fees or who wish to avail themselves of certain legislative provisions relating to consumer protection. The recent developments in the main legal proceeding involving the Bank are as follows:

Defrance

On January 21, 2019, the Quebec Superior Court authorized a class action against the National Bank and several other Canadian financial institutions. The originating application was served to the Bank on April 23, 2019. The class action was initiated on behalf of consumers residing in Quebec. The plaintiffs allege that non-sufficient funds charges, billed by all of the defendants when a payment order is refused due to non-sufficient funds, are illegal and prohibited by the Consumer Protection Act. The plaintiffs are claiming, in the form of damages, the repayment of these charges as well as punitive damages.

It is impossible to determine the outcome of the claims instituted or which may be instituted against the Bank and its subsidiaries. The Bank estimates, based on the information at its disposal, that while the amount of contingent liabilities pertaining to these claims, taken individually or in the aggregate, could have a material impact on the Bank's consolidated results of operations for a particular period, it would not have a material adverse impact on the Bank's consolidated financial position.

Note 27 - Structured Entities

A structured entity is an entity created to accomplish a narrow and well-defined objective and is designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate solely to administrative tasks and the relevant activities are directed by means of contractual arrangements. Structured entities are assessed for consolidation in accordance with the accounting treatment described in Note 1 to these consolidated financial statements. The Bank's maximum exposure to loss resulting from its interests in these structured entities consists primarily of the investments in these entities, the fair value of derivative financial instrument contracts entered into with them, and the backstop liquidity and credit enhancement facilities granted to certain structured entities.

In the normal course of business, the Bank may enter into financing transactions with third-party structured entities, including commercial loans, reverse repurchase agreements, prime brokerage margin lending, and similar collateralized lending transactions. While such transactions expose the Bank to the counterparty credit risk of the structured entities, this exposure is mitigated by the collateral related to these transactions. The Bank typically has neither power nor significant variable returns resulting from financing transactions with structured entities and does not consolidate such entities. Financing transactions with third-party-sponsored structured entities are included in the Bank's consolidated financial statements and are not included in the table accompanying this note on the next page.

Non-Consolidated Structured Entities

Multi-Seller Conduits

The Bank administers multi-seller conduits that purchase financial assets from clients and finance those purchases by issuing commercial paper backed by the assets acquired. Clients use these multi-seller conduits to diversify their funding sources and reduce borrowing costs, while continuing to manage the financial assets and providing some amount of first-loss protection. Notes issued by the conduits and held by third parties provide additional credit loss protection. The Bank acts as a financial agent and provides these conduits with administrative and transaction structuring services as well as backstop liquidity and credit enhancement facilities under the commercial paper program. These facilities are presented and described in Note 26. The Bank has concluded derivative financial instrument contracts with these conduits, the fair value of which is presented on the Bank's Consolidated Balance Sheet. Although the Bank has the ability to direct the relevant activities of these conduits, it cannot use its power to affect the amount of the returns it obtains, as it acts as an agent. Consequently, the Bank does not control these conduits and does not consolidate them.

Investment Funds

The Bank enters into derivative or other financial instrument contracts with third parties to provide them with the desired exposure to certain investment funds. The Bank economically hedges the risks related to these derivatives by investing in those investment funds. The Bank can also hold economic interests in certain investment funds as part of its investing activities. In addition, the Bank is sponsor and investment manager of mutual funds in which it has insignificant or no interest. The Bank does not control the funds where its holdings are not significant given that, in these circumstances, the Bank either acts only as an agent or does not have any power over the relevant activities. In both cases, it does not have significant exposure to the variable returns of the funds. Therefore, the Bank does not consolidate these funds.

Private Investments

The Bank invests in several limited liability partnerships and other incorporated entities. These investment companies in turn invest in operating companies with a view to reselling these investments at a profit over the medium or long term. The Bank does not intervene in the operations of these entities; its only role is that of an investor. Consequently, it does not control these companies and does not consolidate them.

Third-Party Structured Entities

The Bank has invested in third-party structured entities, some of which are asset-backed. The underlying assets consist of residential mortgages, consumer loans, equipment loans, leases, and securities. The Bank does not have the ability to direct the relevant activities of these structured entities and has no exposure to their variable returns, other than the right to receive interest income and dividend income from its investments. Consequently, the Bank does not control these structured entities and does not consolidate them.

The following table presents the carrying amounts of the assets and liabilities relating to the Bank's interests in non-consolidated structured entities, the Bank's maximum exposure to loss from these interests, as well as the total assets of these structured entities. The structured entity Canada Housing Trust is not presented. For additional information, see Note 8 to these consolidated financial statements.

 
                                                                           As at October 31, 2023 
 
                                                                                      Third-party 
                                              Multi-seller  Investment       Private   structured 
                                                  conduits       funds   investments     entities 
                                                       (1)         (2)           (3)          (4) 
 
Assets on the Consolidated Balance Sheet 
 Securities at fair value through profit 
  or loss                                               67       1,042            92            - 
 Securities at amortized cost                            -           -             -        3,106 
 Derivative financial instruments                        -           -             -          341 
                                                        67       1,042            92        3,447 
As at October 31, 2022                                  35         335            77        5,201 
 
Liabilities on the Consolidated Balance 
 Sheet 
 Derivative financial instruments                     (82)           -             -         (90) 
                                                      (82)           -             -         (90) 
 
As at October 31, 2022                                (71)           -             -         (91) 
 
Maximum exposure to loss 
 Securities                                             67       1,042            92        3,447 
 Liquidity, credit enhancement facilities 
  and commitments                                    4,549           -             -          469 
                                                     4,616       1,042            92        3,916 
   ----------------------------------------- 
As at October 31, 2022                               3,190         335            77        5,669 
 
Total assets of the structured entities              4,587       2,583           651       11,390 
 
As at October 31, 2022                               3,183       1,772           535       11,197 
 
 

(1) The main underlying assets, located in Canada, are residential mortgages, automobile loans, automobile inventory financings, and other receivables. As at October 31, 2023, the notional committed amount of the global-style liquidity facilities totalled $4.6 billion ($3.2 billion as at October 31, 2022 ), representing the total amount of commercial paper outstanding. The Bank also provides series-wide credit enhancement facilities for a notional committed amount of $30 million ($30 million as at October 31, 2022 ). The maximum exposure to loss cannot exceed the amount of commercial paper outstanding. As at October 31, 2023, the Bank held $67 million in commercial paper ($35 million as at October 31, 2022 ) and, consequently, the maximum potential amount of future payments as at October 31, 2023 was limited to $4.5 billion ($3.2 billion as at October 31, 2022 ), which represents the undrawn liquidity and credit enhancement facilities.

(2) The underlying assets are various financial instruments and are presented on a net asset basis. Certain investment funds are in a trading portfolio.

(3) The underlying assets are private investments. The amount of total assets of the structured entities corresponds to the amount for the most recent available period.

(4) The underlying assets are residential mortgages, consumer loans, equipment loans, leases, and securities.

Consolidated Structured Entities

Securitization Entity for the Bank's Credit Card Receivables

In April 2015, the Bank set up Canadian Credit Card Trust II (CCCT II) to continue its credit card securitization program on a revolving basis and to use the entity for capital management and funding purposes.

The Bank provides first-loss protection against the losses, since it retains the excess spread from the portfolio of sold receivables. The excess spread represents the residual net interest income after all the expenses related to this structure have been paid. The Bank also provides second-loss protection as it holds subordinated notes issued by CCCT II. In addition, the Bank acts as an administrative agent and servicer and as such is responsible for the daily administration and management of CCCT II's credit card receivables. The Bank therefore has the ability to direct the relevant activities of CCCT II and can exercise its power to affect the amount of returns it obtains. Consequently, the Bank controls CCCT II and consolidates it.

Multi-Seller Conduit

The Bank administers a multi-seller conduit that purchases various financial assets from clients and finances those purchases by issuing debt securities (including commercial paper) backed by the assets acquired. The clients use this multi-seller conduit to diversify their funding sources and reduce borrowing costs, while continuing to manage the financial assets and providing some amount of first-loss protection. The Bank holds the sole note issued by the conduit and has concluded a derivative financial instrument contract with the conduit. The Bank controls the relevant activities of this conduit through its involvement as a financial agent, agent for administrative and transaction structuring services as well as investor in the conduit's sole note. The Bank's functions and investment in the conduit confer to it decision-making power over the composition of assets acquired by the conduit and the selection of the seller as well as some exposure to the conduit's variable returns. Therefore, the Bank consolidates this conduit.

Note 27 - Structured Entities (cont.)

Investment Funds

The Bank enters into derivative or other financial instrument contracts with third parties to provide them with the desired exposure to certain investment funds. The Bank economically hedges the risks related to these derivatives by investing in those investment funds. The Bank can also hold economic interests in certain investment funds as part of its investing activities. The Bank controls the relevant activities of certain funds through its involvement as an investor and its significant exposure to their variable returns. Therefore, the Bank consolidates these funds.

Covered Bonds

NBC Covered Bond Guarantor (Legislative) Limited Partnership

In December 2013, the Bank established the covered bond legislative program under which covered bonds are issued. It therefore created NBC Covered Bond Guarantor (Legislative) Limited Partnership (the Guarantor) to guarantee payment of the principal and interest owed to the bondholders. The Bank sold uninsured residential mortgages to the Guarantor and granted it loans to facilitate the acquisition of these assets. The Bank acts as manager of the partnership and has decision-making authority over its relevant activities in accordance with the contractual terms governing the covered bond legislative program. In addition, the Bank is able, in accordance with the contractual terms governing the covered bond legislative program, to affect the variable returns of the partnership, which are directly related to the return on the mortgage loan portfolio and the interest on the loans from the Bank. Consequently, the Bank controls the partnership and consolidates it.

Third-Party Structured Entities

In 2018, the Bank, through one of its subsidiaries, provided financing to a third-party structured entity in exchange for a 100% interest in a loan portfolio, the sole asset held by that entity. The Bank controls and therefore consolidates the structured entity, as it has the ability to direct the entity's relevant activities through its involvement in the decision-making process. The Bank is also exposed to the entity's variable returns.

The following table presents the Bank's investments and other assets in the consolidated structured entities as well as the total assets of these entities.

 
As at October 31                                       2023                     2022 
 
 
                                       Investments    Total  Investments 
                                         and other   assets    and other       Total 
                                            assets      (1)       assets   assets(1) 
 
Consolidated structured entities 
Securitization entity for the Bank 
' s credit card receivables(2)(3)            2,176    2,272        1,916       2,073 
Multiseller conduit(4)                       1,655    1,655          802         802 
Investment funds(5)                             26       26           56          56 
Covered bonds(6)                            20,458   20,869       17,900      18,237 
Third-party structured entities(7)             147      147          166         166 
                                       -----------           -----------  ---------- 
                                            24,462   24,969       20,840      21,334 
  ===================================  ===========           ===========  ========== 
 

(1) There are restrictions, arising essentially from regulatory requirements, corporate or securities laws, and contractual arrangements, that limit the ability of some of the Bank's consolidated structured entities to transfer funds to the Bank.

   (2)    The underlying assets are credit card receivables. 
   (3)    The Bank's investment is presented net of third-party holdings. 
   (4)    The underlying assets, located in Canada, are mainly residential mortgages. 

(5) The underlying assets are various financial instruments and are presented on a net asset basis. Certain investment funds are in a trading portfolio.

(6) The underlying assets are uninsured residential mortgage loans of the Bank. The average maturity of these underlying assets is two years. As at October 31, 2023, the total amount of transferred mortgage loans was $20.6 billion ($17.9 billion as at October 31, 2022), and the total amount of covered bonds of $10.9 billion was recognized in Deposits on the Consolidated Balance Sheet ($10.4 billion as at October 31, 2022). For additional information, see Note 13 to these consolidated financial statements.

   (7)    The underlying assets consist of a loan portfolio. 

Note 28 - Related Party Disclosures

In the normal course of business, the Bank provides various banking services to related parties and enters into contractual agreements and other operations with related parties. The Bank considers the following to be related parties:

-- its key officers and directors and members of their immediate family, i.e., spouses and children under 18 living in the same household;

-- entities over which its key officers and directors and their immediate family have control or significant influence through their significant voting power;

   --     the Bank's associates and joint ventures; 

-- the Bank's pension plans (for additional information, see Note 23 to these consolidated financial statements).

According to the established definition, the Bank's key officers are those persons having authority and responsibility for planning, directing, and controlling the Bank's activities, directly or indirectly.

Related Party Transactions

 
As at October 31 
                                   =========  ========  ======  =====  =====  ==== 
                                          Key officers 
                                      and directors(1)      Related entities 
 
                                        2023      2022    2023          2022 
  ===============================  =========  ======== 
Assets 
 
 Mortgage loans and other loans           24        22     223   (2)     449   (2) 
                                   ---------            ------  -----  -----  ---- 
Liabilities 
 
 Deposits                                 45        58     230   (3)      80   (3) 
 Other                                     -         -       3             6 
                                   =========            ======  =====  =====  ==== 
 

(1) As at October 31, 2023, key officers and directors and their immediate family members were holding $28 million of the Bank's common and preferred shares ($68 million as at October 31, 2022).

(2) As at October 31, 2023, mortgage loans and other loans consisted of: (i) $7 million in loans to the Bank's associates ($1 million as at October 31, 2022) and (ii) $216 million in loans to entities over which the Bank's key officers or directors or their immediate family members exercise control or significant influence through significant voting power ($448 million as at October 31, 2022).

(3) As at October 31, 2023, deposits consisted of: (i) $1 million in deposits to the Bank's associates (nil as at October 31, 2022) and (ii) $229 million in deposits from entities over which the Bank's key officers or directors and their immediate family members exercise control or significant influence through significant voting power ($80 million as at October 31, 2022).

The contractual agreements and other transactions with related entities as well as with directors and key officers are entered into under conditions similar to those offered to non-related third parties. These agreements did not have a significant impact on the Bank's results. The Bank also offers a deferred stock unit plan to directors who are not Bank employees. For additional information, see Notes 9, 22 and 27 to these consolidated financial statements.

Compensation of Key Officers and Directors

 
Year ended October 31                                       2023  2022 
 
Compensation and other short-term and long-term benefits      24    24 
Share-based payments                                          26    21 
==========================================================  ====  ==== 
 

Note 28 - Related Party Disclosures (cont.)

Principal Subsidiaries of the Bank (1)

 
                                                                                     As at October 
                                                                                          31, 2023 
 
                                                         Principal office       Voting  Investment 
Name                            Business activity                 address    shares(2)     at cost 
 
Canada and United States 
National Bank Acquisition 
 Holding Inc.                      Holding company         Montreal, Canada        100%       1,785 
 National Bank Financial 
  Inc.                           Investment dealer         Montreal, Canada        100% 
  NBF International 
   Holdings 
   Inc.                            Holding company         Montreal, Canada        100% 
   National Bank of Canada 
    Financial                                                 New York, NY, 
    Group Inc.                     Holding company            United States        100% 
                                                        Atlanta, GA, United 
    Credigy Ltd.                   Holding company                   States        100% 
    National Bank of 
     Canada                                                   New York, NY, 
     Financial Inc.              Investment dealer            United States        100% 
 National Bank Investments            Mutual funds 
  Inc.                                      dealer         Montreal, Canada        100%         441 
 National Bank Life 
  Insurance 
  Company                                Insurance         Montreal, Canada        100% 
 Natcan Trust Company                      Trustee         Montreal, Canada        100%         238 
National Bank Trust Inc.                   Trustee         Montreal, Canada        100%         195 
National Bank Realty Inc.              Real estate         Montreal, Canada        100%          80 
                                                             Hollywood, FL, 
NatBC Holding Corporation          Holding company            United States        100%          44 
 Natbank, National                                           Hollywood, FL, 
  Association                      Commercial bank            United States        100% 
                                       Information 
Flinks Technology Inc.                  technology         Montreal, Canada         86%         144 
 
Other countries 
Natcan Global Holdings 
 Ltd.                              Holding company            Sliema, Malta        100%          22 
 NBC Global Finance 
  Limited                      Investment services          Dublin, Ireland        100% 
NBC Financial Markets Asia 
 Limited                         Investment dealer         Hong Kong, China        100%           5 
Advanced Bank of Asia 
 Limited                           Commercial bank     Phnom Penh, Cambodia        100%         941 
                                       Information 
ATA IT Ltd.                             technology        Bangkok, Thailand        100%           3 
                                                                             ==========  ========== 
 

(1) Excludes consolidated structured entities. For additional information, see Note 27 to these consolidated financial statements.

   (2)    The Bank's percentage of voting rights in these subsidiaries. 

Note 29 - Management of the Risks Associated With Financial Instruments

The Bank is exposed to credit risk, market risk, and liquidity and funding risk. The Bank's objectives, policies, and procedures for managing risk and the risk measurement methods are presented in the Risk Management section of the MD&A for the year ended October 31, 2023. Text in grey shading and tables identified with an asterisk (*) in the Risk Management section of the MD&A for the year ended October 31, 2023 are integral parts of these consolidated financial statements.

Residual Contractual Maturities of Balance Sheet Items and Off-Balance-Sheet Commitments

The following tables present balance sheet items and off-balance-sheet commitments by residual contractual maturity as at October 31, 2023 and 2022. The information gathered from this maturity analysis is a component of liquidity and funding management. However, this maturity profile does not represent how the Bank manages its interest rate risk nor its liquidity risk and funding needs. The Bank considers factors other than contractual maturity when assessing liquid assets or determining expected future cash flows.

In the normal course of business, the Bank enters into various off-balance-sheet commitments. The credit instruments used to meet the funding needs of its clients represent the maximum amount of additional credit that the Bank could be obligated to extend if the commitments were fully drawn.

The Bank also has future minimum commitments under leases for premises as well as under other contracts, mainly commitments to purchase loans and contracts for outsourced information technology services. Most of the lease commitments are related to operating leases.

 
                                                                                 As at October 31, 2023 
 
                              Over    Over    Over    Over    Over 
                                 1       3       6       9       1     Over 
                         1   month  months  months  months    year        2 
                     month      to      to      to      to      to    years    Over         No 
                        or       3       6       9      12       2       to       5  specified 
                      less  months  months  months  months   years  5 years   years   maturity    Total 
 
Assets 
Cash and deposits 
 with financial 
  institutions      25,374     448     354      50     216       -        -       -      8,792   35,234 
 
Securities 
 At fair value 
 through 
  profit or loss       694     258   1,663   1,758   2,260   3,667   10,823  12,813     66,058   99,994 
 At fair value 
 through 
  other 
   comprehensive 
   income                3      30     154     224     426     538    4,548   2,660        659    9,242 
 At amortized cost       4     158     508     338   1,399   4,110    4,713   1,352          -   12,582 
 
                       701     446   2,325   2,320   4,085   8,315   20,084  16,825     66,717  121,818 
 
 
Securities 
purchased 
under 
 reverse 
 repurchase 
 agreements and 
 securities 
  borrowed           2,275   1,641     716      72     416     693        -       -      5,447   11,260 
 
Loans (1) 
 Residential 
  mortgage           1,409   1,250   1,990   3,126   2,990  15,339   51,112   9,089        542   86,847 
 Personal              613     637   1,060   1,271   1,396   6,258   15,656   5,713     13,754   46,358 
 Credit card                                                                             2,603    2,603 
 Business and 
  government        21,406   4,262   4,007   3,204   2,783   6,695   11,322   5,414     25,099   84,192 
 Customers' 
 liability 
 under 
  acceptances        6,191     373      50      13       -       -        -       -          -    6,627 
 Allowances for 
  credit 
  losses                                                                               (1,184)  (1,184) 
 
                    29,619   6,522   7,107   7,614   7,169  28,292   78,090  20,216     40,814  225,443 
 
Other 
 Derivative 
  financial 
  instruments        2,040   1,982   1,367   1,197     611   1,696    2,399   6,224          -   17,516 
 Investments in 
 associates 
 and 
  joint ventures                                                                            49       49 
 Premises and 
  equipment                                                                              1,592    1,592 
 Goodwill                                                                                1,521    1,521 
 Intangible assets                                                                       1,256    1,256 
 Other assets(1)     2,639     746     166   1,206     546     597      249     659      1,081    7,889 
 
                     4,679   2,728   1,533   2,403   1,157   2,293    2,648   6,883      5,499   29,823 
 
                    62,648  11,785  12,035  12,459  13,043  39,593  100,822  43,924    127,269  423,578 
    ==============  ======  ======  ======  ======  ======  ======  =======  ======  =========  ======= 
 
   (1)    Amounts collectible on demand are considered to have no specified maturity. 

Note 29 - Management of the Risks Associated With Financial Instruments (cont.)

 
                                                                                    As at October 31, 2023 
 
                                  Over    Over    Over    Over    Over    Over 
                                     1       3       6       9       1       2 
                             1   month  months  months  months    year   years 
                         month      to      to      to      to      to      to    Over         No 
                            or       3       6       9      12       2       5       5  specified 
                          less  months  months  months  months   years   years   years   maturity    Total 
    ================== 
Liabilities and 
 equity 
Deposits (1)(2) 
 Personal                4,648   3,722   4,491   6,056   5,145   8,398  11,635   4,164     39,624   87,883 
 Business and 
  government            32,642  10,044  17,495   4,271   3,498   9,127  15,768   5,058     99,425  197,328 
 Deposit-taking 
  institutions             646     408      32     109      18       8      15      33      1,693    2,962 
 
                        37,936  14,174  22,018  10,436   8,661  17,533  27,418   9,255    140,742  288,173 
 
Other 
 Acceptances             6,191     373      50      13       -       -       -       -          -    6,627 
 
 Obligations related 
  to securities sold 
   short(3)                 35     155     129      73      76     347   2,332   4,123      6,390   13,660 
 
 
 Obligations related 
  to 
  securities sold 
   under 
  repurchase 
  agreements 
  and 
  securities loaned     23,041   2,719   1,040   3,467       -     274       -       -      7,806   38,347 
 Derivative financial 
  instruments            1,912   2,697   1,186   1,086     467   2,415   3,068   7,057          -   19,888 
 Liabilities related 
  to transferred 
  receivables(4)             -   1,760     829   2,142     618   3,915   8,678   7,092          -   25,034 
 Securitization - 
  Credit card(5)             -       -       -       -       -      48       -       -          -       48 
 Lease liabilities(5)        9      28      25      24      23      83     197     128          -      517 
 Other liabilities 
  - Other items(1)(5)    1,417     309     174       7      27      37      58     105      4,724    6,858 
 
                        32,605   8,041   3,433   6,812   1,211   7,119  14,333  18,505     18,920  110,979 
 
Subordinated debt            -       -       -       -       -       -       -     748          -      748 
 
Equity                                                                                     23,678   23,678 
 
                        70,541  22,215  25,451  17,248   9,872  24,652  41,751  28,508    183,340  423,578 
 
Off-balance-sheet 
commitments 
 Letters of guarantee 
  and 
  documentary letters 
   of credit                89   1,287   1,975   2,185   1,490   1,165     255      50          -    8,496 
 Credit card 
  receivables(6)                                                                            9,802    9,802 
 Backstop liquidity 
  and credit 
  enhancement 
   facilities(7)             -      15   5,552      15       -       -       -       -      4,519   10,101 
 Commitments to extend 
  credit(8)              3,186  10,675   8,445   7,562   4,316   4,579   3,312      39     48,592   90,706 
 Obligations related 
  to: 
  Lease commitments(9)       1       1       1       2       2       6       7       1          -       21 
  Other contracts(10)       11      22      34      33      36      46     138      13        127      460 
                        ======  ======  ======  ======  ======  ======  ======  ======  =========  ======= 
 
   (1)    Amounts payable upon demand or notice are considered to have no specified maturity. 

(2) The Deposits item is presented in greater detail than it is on the Consolidated Balance Sheet.

(3) Amounts are disclosed according to the residual contractual maturity of the underlying security.

   (4)    These amounts mainly include liabilities related to the securitization of mortgage loans. 

(5) The Other liabilities item is presented in greater detail than it is on the Consolidated Balance Sheet.

   (6)    These amounts are unconditionally revocable at the Bank's discretion at any time. 

(7) In the event of payment on one of the backstop liquidity facilities, the Bank will receive as collateral government bonds in an amount up to $5.6 billion.

(8) These amounts include $46.7 billion that is unconditionally revocable at the Bank's discretion at any time.

(9) These amounts include leases for which the underlying asset is of low value and leases other than for real estate of less than one year.

(10) These amounts include $0.1 billion in contractual commitments related to the portion of the head office building under construction.

 
                                                                                 As at October 31, 2022 
 
                              Over    Over    Over    Over    Over 
                                 1       3       6       9       1     Over 
                         1   month  months  months  months    year        2 
                     month      to      to      to      to      to    years    Over         No 
                        or       3       6       9      12       2       to       5  specified 
                      less  months  months  months  months   years  5 years   years   maturity    Total 
 
Assets 
Cash and deposits 
 with financial 
  institutions      23,141     142     311      18     685       -        -       -      7,573   31,870 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
Securities 
 At fair value 
 through 
  profit or loss     1,527   6,450   5,405   2,267   2,337   3,369    8,634  10,661     46,725   87,375 
 At fair value 
 through 
  other 
   comprehensive 
   income                5      30      13      20      46     952    4,910   2,296        556    8,828 
 At amortized cost     602     196   1,876   1,032      95   2,840    5,802   1,073          -   13,516 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
                     2,134   6,676   7,294   3,319   2,478   7,161   19,346  14,030     47,281  109,719 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
 
Securities 
purchased 
under 
 reverse 
 repurchase 
 agreements and 
 securities 
  borrowed          12,489   1,231     890       -     409   1,044        -       -     10,423   26,486 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
Loans (1) 
 Residential 
  mortgage           1,155   1,124   1,899   2,716   2,364   8,910   53,335   8,059        567   80,129 
 Personal              423     449     878   1,208   1,036   3,701   17,792   5,085     14,751   45,323 
 Credit card                                                                             2,389    2,389 
 Business and 
  government        19,980   3,491   3,971   3,586   2,604   6,167   11,452   2,985     19,081   73,317 
 Customers ' 
 liability 
 under 
  acceptances        5,967     554      20       -       -       -        -       -          -    6,541 
 Allowances for 
  credit 
  losses                                                                                 (955)    (955) 
                    ------  ------  ------  ------  ------  ------  -------  ------ 
                    27,525   5,618   6,768   7,510   6,004  18,778   82,579  16,129     35,833  206,744 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
Other 
 Derivative 
  financial 
  instruments        2,046   2,804   1,853   1,190     698   1,742    5,182   3,032          -   18,547 
 Investments in 
 associates 
 and 
  joint ventures                                                                           140      140 
 Premises and 
  equipment                                                                              1,397    1,397 
 Goodwill                                                                                1,519    1,519 
 Intangible assets                                                                       1,360    1,360 
 Other assets(1)     2,228     527     472     161      94     502      107     491      1,376    5,958 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
                     4,274   3,331   2,325   1,351     792   2,244    5,289   3,523      5,792   28,921 
                    ------  ------  ------  ------  ------  ------  -------  ------  ---------  ------- 
                    69,563  16,998  17,588  12,198  10,368  29,227  107,214  33,682    106,902  403,740 
    ============== 
 
   (1)    Amounts collectible on demand are considered to have no specified maturity. 

Note 29 - Management of the Risks Associated With Financial Instruments (cont.)

 
                                                                                    As at October 31, 2022 
 
                                  Over    Over    Over    Over    Over    Over 
                                     1       3       6       9       1       2 
                             1   month  months  months  months    year   years 
                         month      to      to      to      to      to      to    Over         No 
                            or       3       6       9      12       2       5       5  specified 
                          less  months  months  months  months   years   years   years   maturity    Total 
    ==================  ======  ======  ======  ======  ======  ======  ======  ======  =========  ======= 
Liabilities and 
 equity 
Deposits (1)(2) 
 Personal                1,482   1,493   2,955   6,013   6,141   6,418   7,942   4,252     42,115   78,811 
 Business and 
  government            36,864  11,605  10,644   4,875   3,728   5,988  13,659   4,227     92,640  184,230 
 Deposit-taking 
  institutions             724     624      54     122      30       -       7      36      1,756    3,353 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
                        39,070  13,722  13,653  11,010   9,899  12,406  21,608   8,515    136,511  266,394 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
Other 
 Acceptances             5,967     554      20       -       -       -       -       -          -    6,541 
 
 Obligations related 
  to securities sold 
   short(3)                428     394     634      74     920   1,493   3,948   6,386      7,540   21,817 
 
 Obligations related 
  to 
  securities sold 
   under 
  repurchase 
  agreements 
  and 
  securities loaned     16,233   5,445   1,567   3,406       -      22       -       -      6,800   33,473 
 Derivative financial 
  instruments            2,584   2,302   1,640   1,009     595   2,047   3,570   5,885          -   19,632 
 Liabilities related 
  to transferred 
  receivables(4)             -   2,672     422   1,329   2,288   4,558   9,612   5,396          -   26,277 
 Securitization - 
  Credit card(5)             -       -       -      29       -       -      49       -          -       78 
 Lease liabilities(5)        8      16      23      23      24      87     219     152          -      552 
 Other liabilities 
  - Other items(1)(5)    1,076      46      99      23      39      27      42      92      4,287    5,731 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
                        26,296  11,429   4,405   5,893   3,866   8,234  17,440  17,911     18,627  114,101 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
Subordinated debt            -       -       -       -       -       -       -   1,499          -    1,499 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
Equity                                                                                     21,746   21,746 
                        ------  ------  ------  ------  ------  ------  ------  ------  ---------  ------- 
                        65,366  25,151  18,058  16,903  13,765  20,640  39,048  27,925    176,884  403,740 
Off-balance-sheet 
commitments 
 Letters of guarantee 
  and 
  documentary letters 
   of credit               180   1,451   1,338     982   1,398   1,292     138       -          -    6,779 
 Credit card 
  receivables(6)                                                                            9,337    9,337 
 Backstop liquidity 
  and credit 
  enhancement 
   facilities(7)             -      15   5,552      15       -       -       -       -      3,125    8,707 
 Commitments to extend 
  credit(8)              3,126   9,205   6,179   6,678   3,270   4,066   3,186      39     46,368   82,117 
 Obligations related 
  to: 
  Lease commitments(9)       1       1       2       2       2       6       9       8          -       31 
  Other contracts(10)       38      42      47      46      47      21      34       -        102      377 
 
 
   (1)    Amounts payable upon demand or notice are considered to have no specified maturity. 

(2) The Deposits item is presented in greater detail than it is on the Consolidated Balance Sheet.

(3) Amounts have been disclosed according to the residual contractual maturity of the underlying security.

   (4)    These amounts mainly include liabilities related to the securitization of mortgage loans. 

(5) The Other liabilities item is presented in greater detail than it is on the Consolidated Balance Sheet.

   (6)    These amounts are unconditionally revocable at the Bank's discretion at any time. 

(7) In the event of payment on one of the backstop liquidity facilities, the Bank will receive as collateral government bonds in an amount up to $5.6 billion.

(8) These amounts include $44.8 billion that is unconditionally revocable at the Bank's discretion at any time.

(9) These amounts include leases for which the underlying asset is of low value and leases other than for real estate of less than one year.

(10) These amounts include $0.2 billion in contractual commitments related to the head office building under construction.

Note 30 - Segment Disclosures

The Bank carries out its activities in four business segments, which are defined below. For presentation purposes, other activities are grouped in the Other heading. Each reportable segment is distinguished by services offered, type of clientele, and marketing strategy. The presentation of segment disclosures is consistent with the presentation adopted by the Bank for the fiscal year beginning November 1, 2022. This presentation reflects a revision to the method used for the sectoral allocation of technology investment expenses, which are now immediately allocated to the various business segments, whereas certain expenses, notably costs incurred during the research phase of projects, had previously been recorded in the Other heading of segment results. This revision is consistent with the accounting policy change applied in fiscal 2022 related to cloud computing arrangements.

Personal and Commercial

The Personal and Commercial segment encompasses the banking, financing, and investing services offered to individuals, advisors and businesses as well as insurance operations.

Wealth Management

The Wealth Management segment comprises investment solutions, trust services, banking services, lending services and other wealth management solutions offered through internal and third-party distribution networks.

Financial Markets

The Financial Markets segment encompasses corporate banking and investment banking and financial solutions for large and mid-size corporations, public sector organizations, and institutional investors.

U.S. Specialty Finance and International (USSF&I)

The USSF&I segment encompasses the specialty finance expertise provided by the Credigy subsidiary; the activities of the ABA Bank subsidiary, which offers financial products and services to individuals and businesses in Cambodia; and the activities of targeted investments in certain emerging markets.

Other

This heading encompasses treasury activities; liquidity management; Bank funding; asset/liability management activities; the activities of the Flinks subsidiary, a fintech company specialized in financial data aggregation and distribution; certain specified items; and the unallocated portion of corporate units.

The segment disclosures are prepared in accordance with the accounting policies described in Note 1 to these consolidated financial statements, except for the net interest income, non-interest income, and income taxes (recovery) of the operating segments, which are presented on a taxable equivalent basis. Taxable equivalent basis is a calculation method that consists of grossing up certain revenues taxed at lower rates (notably dividends) by the income tax to a level that would make it comparable to revenues from taxable sources in Canada. An equivalent amount is added to income taxes (recovery). The effect of these adjustments is reversed under the Other heading. Operations support charges are allocated to each operating segment presented in the business segment results. The Bank assesses performance based on the net income attributable to the Bank's shareholders and holders of other equity instruments. Intersegment revenues are recognized at the exchange amount.

Note 30 - Segment Disclosures (cont.)

Results by Business Segment

 
Year ended October 
 31(1) 
                                 Personal        Wealth         Financial 
                           and Commercial    Management           Markets          USSF&I           Other             Total 
                            2023     2022   2023   2022     2023     2022    2023    2022    2023    2022     2023     2022 
Net interest 
 income(2)                 3,321    2,865    778    594  (1,054)    1,258   1,132   1,090   (591)   (536)    3,586    5,271 
Non-interest 
 income(2)(3)              1,195    1,169  1,743  1,781    3,710    1,210      77      20   (141)     201    6,584    4,381 
                                  -------         -----           -------          ------          ------           ------- 
Total revenues             4,516    4,034  2,521  2,375    2,656    2,468   1,209   1,110   (732)   (335)   10,170    9,652 
Non-interest 
 expenses(4)(5)(6)(7)      2,510    2,241  1,534  1,417    1,161    1,029     402     344     194     199    5,801    5,230 
                                  -------         -----           -------          ------          ------           ------- 
Income before 
 provisions for 
 credit losses 
  and income taxes         2,006    1,793    987    958    1,495    1,439     807     766   (926)   (534)    4,369    4,422 
Provisions for 
 credit losses               238       97      2      3       39     (23)     113      66       5       2      397      145 
                                  -------         -----                            ------          ------           ------- 
Income before 
 income taxes 
 (recovery)                1,768    1,696    985    955    1,456    1,462     694     700   (931)   (536)    3,972    4,277 
Income taxes 
 (recovery)(2)(8)            486      449    271    254      401      388     146     143   (667)   (340)      637      894 
                                  -------         -----           -------          ------                           ------- 
Net income                 1,282    1,247    714    701    1,055    1,074     548     557   (264)   (196)    3,335    3,383 
Non-controlling 
 interests                     -        -      -      -        -        -       -       -     (2)     (1)      (2)      (1) 
                                  -------         -----           -------          ------ 
Net income 
attributable 
to the 
 Bank's shareholders 
  and 
  holders of other 
  equity 
  instruments              1,282    1,247    714    701    1,055    1,074     548     557   (262)   (195)    3,337    3,384 
                                  -------         -----           -------          ------                           ------- 
Average assets(9)        148,511  140,300  8,560  8,440  180,837  154,349  23,007  18,890  69,731  71,868  430,646  393,847 
                                  -------         -----           -------          ------          ------           ------- 
Total assets             154,728  146,668  8,666  8,486  178,784  157,803  25,308  21,217  56,092  69,566  423,578  403,740 
 

(1) For the year ended October 31, 2022, certain amounts were reclassified, notably due to a revised method for the sectoral allocation of technology investment expenses.

(2) For the year ended October 31, 2023, Net interest income was grossed up by $ 332 million ($ 234 million in 2022), Non-interest income was grossed up by $ 247 million ($ 48 million in 2022), and an equivalent amount was recognized in Income taxes (recovery). The effects of these adjustments have been reversed under the Other heading.

(3) For the year ended October 31, 2023, the Bank concluded that it had lost significant influence over TMX and therefore ceased using the equity method to account for this investment. The Bank designated its investment in TMX as a financial asset measured at fair value through other comprehensive income in an amount of $191 million. Upon the fair value measurement, a $91 million gain was recorded in the Non-interest income item of the Other heading.

(4) For the year ended October 31, 2023, the Bank recorded $75 million in intangible asset impairment losses on technology development in the Non-interest expenses item of the following segments: Personal and Commercial ($59 million), Wealth Management ($8 million), Financial Markets ($7 million), and in the Other heading ($1 million) . Moreover, it recorded $11 million in premises and equipment impairment losses related to right-of-use assets in the Non-interest expenses item of the Other heading .

(5) For the year ended October 31, 2023, the Bank recorded $35 million in litigation expenses to resolve litigations and other disputes arising from various ongoing or potential claims against the Bank in the Non-interest expenses item of the Wealth Management segment.

(6) For the year ended October 31, 2023, the Non-interest expenses item of the Other heading included an expense of $25 million related to the retroactive impact of the changes to the Excise Tax Act, indicating that payment card clearing services rendered by a payment card network operator are subject to the goods and services tax (GST) and the harmonized sales tax (HST).

(7) For the year ended October 31, 2023, the Bank recorded in the Non-interest expenses item $15 million in charges for (i) contract termination penalties (Personal and Commercial segment: $9 million) and for (ii) provisions for onerous contracts (Other heading: $6 million).

(8) For the year ended October 31, 2023 , the Bank recorded a $32 million tax expense with respect to the Canada Recovery Dividend, i.e., a one-time, 15% tax on the fiscal 2021 and 2020 average taxable income above $1 billion, as well as an $8 million tax recovery related to a 1.5% increase in the statutory tax rate, which includes the impact related to current and deferred taxes for fiscal 2022. These items are recorded in the Other heading. For additional information on these tax measures, see Note 24.

(9) Represents an average of the daily balances for the period, which is also the basis on which sectoral assets are reported in the business segments.

Results by Geographic Segment

 
Year ended October 31 
                                 =======  =======  =======  ======  ======  ======  =======  ======= 
                                           Canada    United States           Other             Total 
 
                                    2023     2022     2023    2022    2023    2022     2023     2022 
 ==============================  =======           =======          ======          ======= 
Net interest income                1,901    3,758    1,051     773     634     740    3,586    5,271 
Non-interest income(1)             5,812    4,299       98      18     674      64    6,584    4,381 
                                          -------           ------          ------           ------- 
Total revenues                     7,713    8,057    1,149     791   1,308     804   10,170    9,652 
Non-interest 
 expenses(2)(3)(4)(5)              5,261    4,760      226     209     314     261    5,801    5,230 
                                          -------           ------          ------           ------- 
Income before provisions for 
 credit losses and income taxes    2,452    3,297      923     582     994     543    4,369    4,422 
Provisions for credit losses         284       79       81      35      32      31      397      145 
                                          -------           ------          ------           ------- 
Income before income taxes         2,168    3,218      842     547     962     512    3,972    4,277 
Income taxes(6)                      371      723       68      67     198     104      637      894 
                                          -------           ------          ------           ------- 
Net income                         1,797    2,495      774     480     764     408    3,335    3,383 
Non-controlling interests            (2)      (1)        -       -       -       -      (2)      (1) 
                                                            ------          ------ 
Net income attributable to 
 the Bank's shareholders and 
 holders of other equity 
 instruments                       1,799    2,496      774     480     764     408    3,337    3,384 
                                          -------           ------          ------           ------- 
Average assets(7)                355,337  324,415   29,116  29,988  46,193  39,444  430,646  393,847 
                                          -------           ------          ------           ------- 
Total assets                     348,073  336,215   29,968  27,986  45,537  39,539  423,578  403,740 
                                 =======           =======          ======          ======= 
 

(1) For the year ended October 31, 2023, the Bank concluded that it had lost significant influence over TMX and therefore ceased using the equity method to account for this investment. The Bank designated its investment in TMX as a financial asset measured at fair value through other comprehensive income in an amount of $191 million. Following the fair value measurement, a $91 million gain was recorded in the Non-interest income item in Canada .

(2) For the year ended October 31, 2023, the Bank recorded $75 million in intangible asset impairment losses on technology development, and it recorded $11 million in premises and equipment impairment losses related to right-of-use assets in the Non-interest expenses item in Canada .

(3) For the year ended October 31, 2023, the Bank recorded $35 million in litigation expenses to resolve litigations and other disputes arising from various ongoing or potential claims against the Bank in the Non-interest expenses item in Canada .

(4) For the year ended October 31, 2023, the Non-interest expenses item in Canada included an expense of $25 million related to the retroactive impact of the changes to the Excise Tax Act, indicating that payment card clearing services rendered by a payment card network operator are subject to the goods and services tax (GST) and the harmonized sales tax (HST).

(5) For the year ended October 31, 2023, the Bank recorded, in the Non-interest expenses item in Canada , $15 million in charges for (i) contract termination penalties and for (ii) provisions for onerous contracts.

(6) For the year ended October 31, 2023, the Bank recorded a $32 million tax expense with respect to the Canada Recovery Dividend, i.e., a one-time, 15% tax on the fiscal 2021 and 2020 average taxable income above $1 billion, as well as an $8 million tax recovery related to a 1.5% increase in the statutory tax rate, which includes the impact related to current and deferred taxes for fiscal 2022. These items are recorded in Canada. For additional information on these tax measures, see Note 24.

   (7)    Represents an average of the daily balances for the period. 

Note 31 - Event After the Consolidated Balance Sheet Date

Repurchase of Common Shares

On November 30, 2023, the Bank's Board of Directors approved a normal course issuer bid, beginning December 12, 2023, to repurchase for cancellation up to 7,000,000 common shares (representing approximately 2.07% of its then outstanding common shares) over the 12-month period ending December 11, 2024. Any repurchase through the Toronto Stock Exchange will be done at market prices. The common shares may also be repurchased through other means authorized by the Toronto Stock Exchange and applicable regulations, including private agreements or share repurchase programs under issuer bid exemption orders issued by the securities regulators. A private purchase made under an exemption order issued by a securities regulator will be done at a discount to the prevailing market price. The amounts that are paid above the average book value of the common shares are charged to Retained earnings. This normal course issuer bid is subject to the approval of OSFI and the Toronto Stock Exchange (TSX).

Supplementary

Information

 
              Statistical Review  234 
    Information for Shareholders  236 
 

Statistical Review

 
As at October 31 or 
 for the year ended 
 October 31(1) 
(millions of Canadian 
 dollars)                    2023     2022     2021     2020     2019     2018     2017     2016     2015     2014 
======================= 
Consolidated Balance 
 Sheet data 
Cash and deposits with 
 financial institutions    35,234   31,870   33,879   29,142   13,698   12,756    8,802    8,183    7,567    8,086 
Securities                121,818  109,719  106,304  102,131   82,226   69,783   65,343   64,541   56,040   52,953 
Securities purchased 
 under reverse 
 repurchase agreements 
  and 
  securities borrowed      11,260   26,486    7,516   14,512   17,723   18,159   20,789   13,948   17,702   24,525 
Loans and acceptances, 
 net of allowances        225,443  206,744  182,689  164,740  153,251  146,082  136,457  128,036  116,676  106,959 
Other assets               29,823   28,921   25,233   20,963   14,475   15,661   14,433   17,498   18,105   12,906 
 
Total assets              423,578  403,740  355,621  331,488  281,373  262,441  245,824  232,206  216,090  205,429 
 
Deposits                  288,173  266,394  240,938  215,878  189,566  170,830  156,671  142,066  130,458  119,883 
Other liabilities         110,979  114,101   95,233   98,589   75,983   76,539   75,589   77,026   72,755   73,163 
Subordinated debt             748    1,499      768      775      773      747        9    1,012    1,522    1,881 
Share capital and other 
 equity instruments 
 Preferred shares and 
  other equity 
  instruments               3,150    3,150    2,650    2,950    2,450    2,450    2,050    1,650    1,023    1,223 
 Common shares              3,294    3,196    3,160    3,057    2,949    2,822    2,768    2,645    2,614    2,293 
Contributed surplus            68       56       47       47       51       57       58       73       67       52 
Retained earnings          16,744   15,140   12,854   10,307    9,227    8,442    7,703    6,706    6,705    5,850 
Accumulated other 
 comprehensive 
 income                       420      202     (32)    (118)       16      175      168      218      145      289 
Non-controlling 
 interests                      2        2        3        3      358      379      808      810      801      795 
 
Total liabilities 
 and equity               423,578  403,740  355,621  331,488  281,373  262,441  245,824  232,206  216,090  205,429 
 
Average assets(2)         430,646  393,847  363,506  318,087  286,162  265,940  248,351  235,913  222,929  206,680 
 
Net impaired loans 
 excluding POCI 
 loans(3)(4) 
 under IFRS 9                 606      479      283      465      450      404 
Net impaired loans 
 excluding POCI 
 loans(4) 
 under IAS 39                                                                       206      281      254      248 
 
Consolidated Statement 
 of Income data 
Net interest income         3,586    5,271    4,783    4,255    3,596    3,382    3,436    3,205    2,929    2,761 
Non-interest income         6,584    4,381    4,144    3,672    3,836    3,784    3,173    2,635    2,817    2,703 
 
Total revenues             10,170    9,652    8,927    7,927    7,432    7,166    6,609    5,840    5,746    5,464 
Non-interest expenses       5,801    5,230    4,903    4,616    4,375    4,100    3,861    3,875    3,665    3,423 
 
Income before 
 provisions 
 for credit losses 
 and income taxes           4,369    4,422    4,024    3,311    3,057    3,066    2,748    1,965    2,081    2,041 
Provisions for credit 
 losses                       397      145        2      846      347      327      244      484      228      208 
Income taxes                  637      894      882      434      443      534      483      225      234      295 
 
Net income                  3,335    3,383    3,140    2,031    2,267    2,205    2,021    1,256    1,619    1,538 
Non-controlling 
 interests                    (2)      (1)        -       42       66       87       84       75       70       69 
 
Net income attributable 
 to the Bank ' s 
 shareholders and 
  holders of other 
  equity 
  instruments               3,337    3,384    3,140    1,989    2,201    2,118    1,937    1,181    1,549    1,469 
 
 

(1) Certain amounts from fiscal years 2017 to 2021 were adjusted in 2022 to reflect an accounting policy change applicable to cloud computing arrangements, aside from the average assets figures for fiscal years 2017 to 2019.

   (2)    Represents an average of the daily balances for the period. 

(3) Given the adoption of IFRS 9, all loans classified in Stage 3 of the expected credit loss model are impaired loans. Under IAS 39, loans were considered impaired according to different criteria. Net impaired loans are presented net of allowances for credit losses on Stage 3 loan amounts drawn and, in this table, the net impaired loans presented exclude POCI loans.

   (4)    Includes customers' liability under acceptances. 
 
As at October 
 31(1)                   2023       2022         2021         2020         2019         2018         2017           2016         2015           2014 
 
Number of 
common 
shares(2) 
 (thousands)          338,285    336,582      337,912      335,998      334,172      335,071      339,592        338,053      337,236        329,297 
Basic earnings 
 per share(2)      $     9.47   $   9.72$        8.95$        5.57$        6.22$        5.93$        5.43$          3.31$        4.56$          4.36 
Diluted 
 earnings 
 per share(2)      $     9.38   $   9.61$        8.85$        5.54$        6.17$        5.86$        5.37$          3.29$        4.51$          4.32 
Dividend per 
 share(2)          $     3.98   $   3.58$        2.84$        2.84$        2.66$        2.44$        2.28$          2.18$        2.04$          1.88 
Share price(2) 
 High              $   103.58   $ 105.44$      104.32$       74.79$       68.02$       65.63$       62.74$         47.88$       55.06$         53.88 
 Low               $    84.97   $  83.12$       65.54$       38.73$       54.97$       58.69$       46.83$         35.83$       40.75$         41.60 
 Close             $    86.22   $  92.76$      102.46$       63.94$       68.02$       59.76$       62.61$         47.88$       43.31$         52.68 
Book 
 value(2)(3)       $    60.68   $  55.24$       47.44$       39.56$       36.64$       34.31$       31.50$         28.52$       28.26$         25.76 
Dividends on 
 preferred 
 shares 
  Series 16                 -          -            -            -            -            -            -              -            -$        1.2125 
  Series 20                 -          -            -            -            -            -            -              -$      1.5000$        1.5000 
  Series 24                 -          -            -            -            -            -            -              -            -$        0.4125 
  Series 26                 -          -            -            -            -            -            -              -            -$        0.4125 
  Series 28                 -          -            -            -            -            -$      0.9500$        0.9500$      0.9500$        0.9500 
  Series 30        $   1.0063   $ 1.0063$      1.0063$      1.0063$      1.0156$      1.0250$      1.0250$        1.0250$      1.0250$        0.7849 
  Series 32        $   0.9598   $ 0.9598$      0.9598$      0.9636$      0.9750$      0.9750$      0.9750$        0.9750$      1.0760              - 
  Series 34                 -          -$      0.7000$      1.4000$      1.4000$      1.4000$      1.4000$        1.1373            -              - 
  Series 36                 -          -$      1.0125$      1.3500$      1.3500$      1.3500$      1.3500$        0.5733            -              - 
  Series 38        $   1.7568   $ 1.1125$      1.1125$      1.1125$      1.1125$      1.1125$      0.4724              -            -              - 
  Series 40        $   1.3023   $ 1.1500$      1.1500$      1.1500$      1.1500$      0.9310            -              -            -              - 
  Series 42        $   1.2375   $ 1.2375$      1.2375$      1.2375$      1.2375$      0.5323            -              -            -              - 
LRCN interests 
 Series 1                4.30%      4.30%        4.30%        4.30%           -            -            -              -            -              - 
 Series 2                4.05%      4.05%        4.05%           -            -            -            -              -            -              - 
 Series 3                7.50%      7.50%           -            -            -            -            -              -            -              - 
                      ------- 
Financial 
 ratios 
Return on 
common 
 shareholders 
  ' equity(3)            16.5%      18.8%        20.7%        14.6%        18.0%        18.4%        18.1%          11.7%        16.9%          17.9% 
Return on 
 average 
 assets(3)               0.77%      0.86%        0.86%        0.64%        0.81%        0.84%        0.81%          0.53%        0.73%          0.74% 
                      ------- 
Regulatory 
 ratios under 
 Basel III 
 (4) 
Capital ratios 
 CET1                    13.5%      12.7%        12.4%        11.8%        11.7%        11.7%        11.2%          10.1%         9.9%           9.2% 
 Tier 1                  16.0%      15.4%        15.0%        14.9%        15.0%        15.5%        14.9  %(5)     13.5%        12.5  %(6)     12.3  %(7) 
 Total                   16.8%      16.9%        15.9%        16.0%        16.1%        16.8%        15.1  %(5)     15.3%        14.0  %(8)     15.1  %(7) 
Leverage ratio            4.4%       4.5%         4.4%         4.4%         4.0%         4.0%         4.0%           3.7%         4.0% 
                      ------- 
TLAC ratio(9)            29.2%      27.7%        26.3%        23.7% 
TLAC leverage 
 ratio(9)                 8.0%       8.1%         7.8%         7.0% 
                      ------- 
Liquidity 
 coverage 
 ratio 
 (LCR)(10)                155%       140%         154%         161%         146%         147%         132%           134%         131% 
Net stable 
 funding ratio 
 (NSFR)(10)               118%       117%         117% 
                      ------- 
Other 
information 
Number of 
 employees(11)         28,916     27,103       24,495       25,604       24,557       22,426       20,584         20,600       19,026         18,725 
Branches in 
 Canada                   368        378          384          403          422          428          429            450          452            452 
Banking 
 machines 
 in Canada                944        939          927          940          939          937          931            938          930            935 
 
 

(1) Certain amounts from fiscal years 2017 to 2021 have been adjusted to reflect an accounting policy change in 2022 applicable to cloud computing arrangements, aside from the return on common shareholders' equity and return on average assets figures for fiscal years 2017 to 2019.

   (2)    The figures for 2014 have been adjusted to reflect the stock dividend paid in 2014. 

(3) See the Glossary section on pages 124 to 127 for details on the composition of these measures.

(4) Ratios as at October 31, 2022, 2021 and 2020 are calculated in accordance with the Basel III rules, as set out in OSFI's Capital Adequacy Requirements Guideline and Leverage Requirements Guideline, and reflect the transitional measures granted by OSFI.

   (5)    Taking into account the redemption of the Series 28 preferred shares on November 15, 2017. 
   (6)    Taking into account the redemption of the Series 20 preferred shares on November 15, 2015. 
   (7)    Taking into account the redemption of the Series 16 preferred shares on November 15, 2014. 

(8) Taking into account the redemption of the Series 20 preferred shares on November 15, 2015 and the $500 million redemption of notes on November 2, 2015.

(9) The TLAC ratio and the TLAC leverage ratio are calculated in accordance with OSFI's Total Loss Absorbing Capacity Guideline.

(10) The LCR ratio and the NSFR ratio are calculated in accordance with OSFI's Liquidity Adequacy Requirements Guideline.

(11) Full-time equivalent. The methodology was refined during fiscal 2023 and the fiscal 2022 and 2021 figures have been restated.

Information for Shareholders

Description of Share Capital

The authorized share capital of the Bank consists of an unlimited number of common shares, without par value, an unlimited number of first preferred shares, without par value, issuable for a maximum aggregate consideration of $5 billion, and 15 million second preferred shares, without par value, issuable for a maximum aggregate consideration of $300 million. As at October 31, 2023 , the Bank had a total of 338,284,629 common shares and 66,000,000 first preferred shares issued and outstanding.

Stock Exchange Listings

The Bank's common shares and Series 30, 32, 38, 40 and 42 First Preferred Shares are listed on the Toronto Stock Exchange in Canada.

 
Issue or class            Ticker symbol 
Common shares                        NA 
First Preferred Shares 
  Series 30                     NA.PR.S 
  Series 32                     NA.PR.W 
  Series 38                     NA.PR.C 
  Series 40                     NA.PR.E 
  Series 42                     NA.PR.G 
                          ============= 
 

Number of Registered Shareholders

As at October 31, 2023, there were 19,881 common shareholders recorded in the Bank's common share register.

Dividends

Dividend Dates in Fiscal 2024

(subject to approval by the Board of Directors of the Bank)

 
Record date                  Payment date 
Common shares 
  December 25, 2023      February 1, 2024 
  March 25, 2024              May 1, 2024 
  June 24, 2024            August 1, 2024 
  September 30, 2024     November 1, 2024 
 
Preferred shares, 
  Series 30, 32, 38, 
   40 and 42 
  January 8, 2024       February 15, 2024 
  April 5, 2024              May 15, 2024 
  July 8, 2024            August 15, 2024 
  October 7, 2024       November 15, 2024 
 
 

Dividends Declared on Common Shares During Fiscal 2023

 
                                    Dividend per 
Record date          Payment date      share ($) 
December 26,            February 1, 
 2022                          2023          0.97 
March 27, 2023          May 1, 2023          0.97 
June 26, 2023        August 1, 2023          1.02 
September 25,           November 1, 
 2023                          2023          1.02 
 
 

Dividends Declared on Preferred Shares During Fiscal 2023

 
                                           Dividend per share 
                                                          ($) 
Record        Payment  Series  Series  Series  Series  Series 
 date            date      30      32      38      40      42 
                       ====== 
January      February 
 6, 2023     15, 2023  0.2516  0.2399  0.4392  0.2875  0.3094 
April 5,      May 15, 
 2023            2023  0.2515  0.2400  0.4392  0.2875  0.3094 
July 6,        August 
 2023        15, 2023  0.2516  0.2399  0.4392  0.3636  0.3093 
October      November 
 6, 2023     15, 2023  0.2516  0.2400  0.4392  0.3637  0.3094 
========= 
 

Dividends paid are "eligible dividends" in accordance with the Income Tax Act (Canada).

Dividend Reinvestment and Share Purchase Plan

National Bank has a Dividend Reinvestment and Share Purchase Plan for holders of its common and preferred shares under which they can acquire common shares of the Bank without paying commissions or administration fees. Participants acquire common shares through the reinvestment of cash dividends paid on the shares they hold or through optional cash payments of at least $1 per payment, up to a maximum of $5,000 per quarter.

For additional information, shareholders may contact National Bank's registrar and transfer agent, Computershare Trust Company of Canada, at 1--888--838--1407. To participate in the plan, National Bank's beneficial or non-registered common shareholders must contact their financial institution or broker.

Direct Deposit

Shareholders may elect to have their dividend payments deposited directly via electronic funds transfer to their bank account at any financial institution that is a member of the Canadian Payments Association. To do so, they must send a written request to the transfer agent, Computershare Trust Company of Canada.

 
 
 

Head Office

National Bank of Canada

600 De La Gauchetière Street West, 4(th) Floor

Montreal, Quebec H3B 4L2 Canada

   Telephone:            514-394-5000 
   Website:      nbc.ca 

Annual Meeting

The Annual Meeting of Holders of Common Shares of the Bank will be held on April 19, 2024.

Corporate Social Responsibility Statement

   The information will be available in March   2024 on the Bank ' s website at nbc.ca. 

Communication with Shareholders

For information about stock transfers, address changes, dividends, lost certificates, tax forms and estate transfers, shareholders of record may contact the transfer agent at the following address:

Computershare Trust Company of Canada

Share Ownership Management

100 University Avenue, 8(th) Floor

Toronto, Ontario M5J 2Y1 Canada

   Telephone:            1-888-838-1407 
   Fax:              1-888-453-0330 
   E-mail:         service@computershare.com 
   Website:      computershare.com 

Shareholders whose shares are held by a market intermediary are asked to contact the market intermediary concerned.

Other shareholder inquiries can be addressed to:

Investor Relations

National Bank of Canada

600 De La Gauchetière Street West, 7(th) Floor

Montreal, Quebec H3B 4L2 Canada

   Telephone:            1-866-517-5455 
   E-mail:         investorrelations@nbc.ca 
   Website:      nbc.ca/investorrelations 

Caution Regarding Forward-Looking Statements

From time to time, National Bank of Canada makes written and oral forward--looking statements, including in this Annual Report, in other filings with Canadian regulators, in reports to shareholders, in press releases and in other communications. These statements are made pursuant to the Canadian and American securities legislation.

The Caution Regarding Forward-Looking Statements section can be found on page 13 of this Annual Report.

Trademarks

The trademarks belonging to National Bank of Canada and used in this report include National Bank of Canada, National Bank, NBC, NBC Financial Markets, National Bank Financial, NAventures, National Bank Financial-Wealth Management, Private Banking 1859, National Bank Direct Brokerage, National Bank Investments, NBI, National Bank Independent Network, National Bank Trust, National Bank Life Insurance, Natcan Trust Company, National Bank Realty, Natbank and their respective logos. Certain trademarks owned by third parties are also mentioned in this report.

Pour obtenir une version française du Rapport annuel,

veuillez vous adresser à :

Relations avec les investisseurs

Banque Nationale du Canada

600, rue De La Gauchetière Ouest, 7(e) étage

Montréal (Québec) H3B 4L2 Canada

   Téléphone :                   1 866 517-5455 
   Adresse électronique   :            relationsinvestisseurs@bnc.ca 

Legal Deposit

ISBN 978-2-921835-79-4

Legal deposit - Bibliothèque et Archives nationales du Québec, 2023

Legal deposit - Librar y and Archives Canada, 2023

Printing

L'Empreinte

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