0000947263 td:ThreeToFiveYearMember td:FinancialAssetsDesignatedAtFairValueThroughProfitOrLossMember td:OtherDebtSecurities1Member 2021-10-31 0000947263 td:InterestRateContractsMember ifrs-full:InterestRateSwapContractMember 2021-10-31 0000947263 td:OptionsPurchasedMember td:NonTradingDerivativesMember td:InterestRateContractsMember 2020-10-31 0000947263 td:ContributedSurplusMember 2020-10-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
40-F
[Check one]
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2021 | Commission File Number 1-14446 |
THE TORONTO-DOMINION BANK
(Exact name of Registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
6029
(Primary Standard Industrial Classification Code Number (if applicable))
13-5640479
(I.R.S. Employer Identification Number (if applicable))
c/o General Counsel’s Office
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario M5K 1A2
(416)
308-6963
(Address and telephone number of Registrant’s principal executive offices)
Glenn Gibson, The Toronto-Dominion Bank
31 West 52
nd
StreetNew York, NY
10019-6101
(212)
827-7000
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares | TD | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
For annual reports, indicate by check mark the information filed with this form:
☒ | Annual information form | ☒ | Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Common Shares | 1,823,932,636 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 1(Non-Viability Contingent Capital) | 20,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 3(Non-Viability Contingent Capital) | 20,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5(Non-Viability Contingent Capital) | 20,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7(Non-Viability Contingent Capital) | 14,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 9(Non-Viability Contingent Capital) | 8,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 16(Non-Viability Contingent Capital) | 14,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 18(Non-Viability Contingent Capital) | 14,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 20(Non-Viability Contingent Capital) | 16,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 22(Non-Viability Contingent Capital) | 14,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 24(Non-Viability Contingent Capital) | 18,000,000 | |||
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 26(Non-Viability Contingent Capital)* | 1,750,000 |
*In connection with the issuance of Limited Recourse Capital Notes (LRCN) NVCC Series 1 on July 29, 2021, the Registrant issued CAD$1,750 million of Class A First Preferred Shares, Series 26 (Series 26 Preferred Shares) at a price of CAD$1,000 per Series 26 Preferred Share. The Series 26 Preferred Shares were issued to a trust to be held as limited recourse trust assets in connection with the LRCN structure. The Series 26 Preferred Shares are eliminated on the Registrant’s consolidated financial statements.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ | No ☐ |
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes ☒ | No ☐ |
Indicate by check mark whether the Registrant is an emerging growth company, as defined in Rule
12b-2
of the Exchange Act.Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
Disclosure Controls and Procedures
The disclosure provided under the headingincluded in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Accounting Standards and Policies – Controls and Procedures – Disclosure Controls and Procedures
Management’s Annual Report on Internal Control Over Financial Reporting
The disclosure provided under the headingincluded in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Accounting Standards and Policies – Controls and Procedures – Management’s Report on Internal Control Over Financial Reporting
Attestation Report of the Registered Public Accounting Firm
The disclosure provided under the headingincluded in Exhibit 99.3: 2021 Annual Financial Statements is incorporated by reference herein.
Report of Independent Registered Public Accounting Firm To the Shareholders and Directors of The Toronto-Dominion Bank – Opinion on Internal Control over Financial Reporting
Changes in Internal Control Over Financial Reporting
The disclosure provided under the headingincluded in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Accounting Standards and Policies – Controls and Procedures – Changes in Internal Control Over Financial Reporting
Audit Committee Financial Expert
The disclosure provided under the headingincluded in Exhibit 99.1Annual Information Form dated December 1, 2021 is incorporated by reference herein.
Directors and Executive Officers – Audit Committee
:
Code of Ethics
The Registrant has adopted the(the “Code”) as its code of ethics applicable to all its employees and directors, including the Registrant’s Group President and Chief Executive Officer, Senior Executive Vice President and Chief Financial Officer, and Senior Vice President, Controller, Chief Accountant and Corporate Segment Finance. The Registrant posts the Code on its website at
Code of Conduct and Ethics for Employees and Directors
www.td.com
and also undertakes to provide a copy of the Code to any person without charge upon request. Such request may be made by mail, telephone ore-mail
to:The Toronto-Dominion Bank
TD Shareholder Relations
P.O. Box 1, Toronto-Dominion Centre
Toronto, Ontario, Canada M5K 1A2
Telephone:
1-866-756-8936
E-mail:
tdshinfo@td.com
On February 3, 2021, an amended version of the Code was filed with the SEC on Form
6-K
and made available on the Registrant’s website.The key amendments made to the Code- Language added to align with the recently updated Respectful Workplace Policy, clarifying that the obligation to treat others with dignity and respect extends to customers, vendors and members of the public; c) Section 2E) –The Electronic Communication and Social Media Policy has been divided into two standalone policies: the Social Media Policy and the Electronic Communication Acceptable Use Policy. Amendments have been made to reflect the new policy framework; d) Section 2F) –Language has been updated to emphasize the obligation to take customer needs, circumstances, and financial goals into consideration in all customer interactions; e) Section 4D) –- Language added to reinforce that the installation
at that time included: a) Introduction and Summary – TD’s Culture Framework, which combines elements of TD’s purpose, strategy, Shared Commitments, Risk Appetite and the Code, is now referenced in the introduction; b) Section 2D) –
Human Rights, Accessibility, Diversity, Inclusion and Preventing Violence in the Workplace
Communicating on Behalf of TD or about TD –
Irregular Business Conduct (Sales Practice Misconduct) –
Computer System Security
and use of any unauthorized software is strictly prohibited; f) Section 7B) –Language updated to reflect the rebranding of the Whistleblower Hotline to the “Conduct and Ethics Hotline”. In addition to these changes, certain other editorial, technical, organizational, administrative and
Reporting Violations –
non-substantive
amendments were made to the Code.No waivers from the provisions of the Code were granted in the fiscal year ended October 31, 2021 to the Registrant’s Group President and Chief Executive Officer, Senior Executive Vice President and Chief Financial Officer, and Senior Vice President, Controller, Chief Accountant and Corporate Segment Finance.
Principal Accountant Fees and Services
The disclosure regarding Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees provided under the headingincluded in Exhibit 99.1: Annual Information Form dated December 1, 2021 is incorporated by reference herein.
Directors and Executive Officers –
Pre-Approval
Policies and Shareholders’ Auditor Service FeesPre-Approval
Policy for Audit andNon-Audit
ServicesThe disclosure provided under the headingincluded in Exhibit 99.1: Annual Information Form dated December 1, 2021 is incorporated by reference herein.
Directors and Executive Officers –
Pre-Approval
Policies and Shareholders’ Auditor Service FeesDuring the fiscal year ended October 31, 2021, the waiver of
pre-approval
provisions set forth in the applicable rules of the SEC were not utilized for any services related to Audit-Related Fees, Tax Fees or All Other Fees and the Audit Committee did not approve any such fees subject to the waiver ofpre-approval
provisions.Hours Expended on Audit Attributed to Persons Other than the Principal Accountant’s Employees
Not Applicable
Off-balance
Sheet ArrangementsThe disclosure provided under the headingincluded in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Group Financial Condition – Securitization and
Off-Balance
Sheet ArrangementsTabular Disclosure of Contractual Obligations
The disclosure provided in Table 58:included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Remaining Contractual Maturity
Identification of the Audit Committee
The disclosure provided under the headingincluded in Exhibit 99.1: Annual Information Form dated December 1, 2021 identifying the Registrant’s Audit Committee is incorporated by reference herein.
Directors and Executive Officers – Audit Committee
Mine Safety Disclosure
Not Applicable
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form
40-F;
the securities in relation to which the obligation to file an annual report on Form40-F
arises; or transactions in said securities.Comparison of New York Stock Exchange Corporate Governance Rules
A comparison of NYSE Corporate Governance Rules required to be followed by U.S. Domestic Issuers under the NYSE’s listing standards and the Corporate Governance practices of The Toronto-Dominion Bank (disclosure required by section 303A.11 of the NYSE Listed Company Manual) is available on the Corporate Governance section of the Registrant’s website at
www.td.com/governance
.Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.Registrant: | THE TORONTO-DOMINION BANK | |||
By: | /s/ Kelvin Tran | |||
Name: | Kelvin Tran | |||
Title: | Senior Executive Vice President and Chief Financial Officer | |||
Date: | December 2, 2021 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
40-F
ANNUAL REPORT PURSUANT TO
SECTION 13(a) or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE TORONTO-DOMINION BANK
EXHIBITS
INDEX TO EXHIBITS
No. | Exhibits | |
99.1 | Annual Information Form dated December 1, 2021 | |
99.2 | Management’s Discussion and Analysis | |
99.3 | 2021 Annual Financial Statements | |
99.4 | Industry Guide 3 – Return on Assets, Dividend Payouts, and Equity to Assets Ratios | |
99.5 | Code of Ethics | |
99.6 | Consent of Independent Registered Public Accounting Firm | |
99.7 | Certification Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002 | |
99.8 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002 | |
101 | The following financial information from The Toronto-Dominion Bank’s Annual Report on Form 40-F for the year ended October 31, 2021 formatted in Inline XBRL: (i) Consolidated Balance Sheet as at October 31, 2021 and 2020; (ii) Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2021; and (iii) Notes to Consolidated Financial Statements. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |