40f20241031

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, 2024

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

One Vanderbilt Avenue

New York

,

NY

10017

(

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

1,750,271,719

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 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

Class A First Preferred Shares, Series 26

1,750,000

(Non-Viability Contingent Capital)*

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 27

850,000

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 28

800,000

Class A First Preferred Shares, Series 29

(Non-Viability Contingent Capital)*

1,500,000

Class A First Preferred Shares, Series 30

(Non-Viability Contingent Capital)*

1,750,000

Class A First Preferred Shares, Series 31

(Non-Viability Contingent Capital)*

750,000

* In connection with

the issuance of: (i)

Limited Recourse Capital Notes NVCC,

Series 1, 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; (ii) Limited Recourse Capital Notes NVCC, Series 2, the Registrant issued

CAD$1,500 million of Class A

First Preferred Shares,

Series 29 (Series

29 Preferred Shares)

at a price of

CAD$1,000 per Series

29 Preferred Share;

(iii)

Limited

Recourse

Capital

Notes

NVCC,

Series

3,

the

Registrant

issued

USD$1,750

million

of

Class

A

First

Preferred

Shares, Series

30 (Series

30 Preferred

Shares) at

a price

of USD$1,000

per Series

30 Preferred

Share; and

(iv) Limited

Recourse Capital Notes NVCC,

Series 4, the Registrant

issued USD$750 million

of Class A First Preferred

Shares, Series

31 (Series

31 Preferred

Shares) at

a price

of USD$1,000

per Series

31 Preferred

Share. The

Series 26

Preferred

Shares,

Series 29

Preferred Shares,

Series 30 Preferred

Shares and Series

31 Preferred

Shares were

issued to

a trust to

be held as

limited recourse trust

assets in

connection with the

Limited Recourse Capital

Note structure.

The Series

26 Preferred Shares,

Series 29

Preferred

Shares, Series

30 Preferred

Shares and

Series 31

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.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check

mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously

issued financial statements.

☒

Indicate by check mark whether any of those error corrections are restatements

that required a recovery analysis of incentive-based

compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

☐

Auditor Name:

Ernst & Young LLP

Auditor Location:

Toronto, Canada

Auditor Firm ID:

1263

Disclosure Controls and Procedures

The disclosure

provided under

the heading

Accounting Standards

and Policies –

Controls and

Procedures

– Disclosure

Controls and

Procedures

included in Exhibit 99.2:

Management’s Discussion and Analysis

is incorporated by reference herein.

Management’s Annual Report on Internal

Control Over Financial Reporting

The disclosure provided

under the heading

Accounting Standards

and Policies –

Controls

and Procedures

- Management’s

Report on

Internal

Control

Over

Financial

Reporting

included

in

Exhibit

99.2:

Management’s

Discussion

and

Analysis

is

incorporated

by

reference herein.

Attestation Report of the Registered Public Accounting Firm

The

disclosure

provided

under the

heading

Report

of

Independent

Registered

Public

Accounting

Firm To

the

Shareholders

and

the

Board of

Directors of

The Toronto

-Dominion Bank –

Opinion on Internal

Control over

Financial Reporting

included in Exhibit

99.3:

2024 Annual Financial Statements is incorporated by reference herein.

Changes in Internal Control Over Financial Reporting

The disclosure provided under

the heading

Accounting Standards and Policies –

Controls and Procedures - Changes in Internal Control

Over Financial Reporting

included in Exhibit 99.2:

Management’s Discussion and

Analysis is incorporated by reference herein.

Audit Committee Financial Expert

The

disclosure

provided

under

the

heading

Directors

and

Executive

Officers

-

Audit

Committee

included

in

Exhibit

99.1

:

Annual

Information Form dated December 4, 2024 is incorporated by reference

herein.

Code of Ethics

The Registrant has

adopted the

Code of Conduct and

Ethics for Employees and

Directors

(the “Code”) as its

code of ethics applicable

to

all

its

employees

and

directors,

including

the

Registrant’s

Group

President

and

Chief

Executive

Officer,

Group

Head

and

Chief

Financial Officer,

and Senior Vice

President, Finance, Controller

and Chief Accountant.

The Registrant posts the

Code on its website

at 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 or e-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

6, 2024,

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 at that

time included: a) Introduction and

Summary section revisions were made

to add language

confirming that nothing in the Code

is intended to prevent or

limit employees from exercising any protected rights

under applicable law,

b) Applying the Code, Step 4 Evaluate the Options and Make a Decision was updated to add an additional consideration of escalating a

matter or

engaging an

appropriate partner,

c) 2B

Gifts and

Entertainment revisions

were made

to align

to the

Anti-Bribery and

Anti-

Corruption

Policy,

and additional

language added

to clarify

that all

employees, regardless

of jurisdiction

are strictly

prohibited from

accepting any

gift card,

of any

value, at

any time,

d) 2F

Irregular Business

Conduct, Anti-Competitive

Behaviour,

language has

been

added

to

address

new

competition

law

requirements

regarding

terms

of

employment

and

solicitation

of

employees,

e)

2F

Irregular

Business Conduct, Tied Selling, the concept of

"taking advantage of" has been

added alongside the current prohibitions

against coercing

or imposing undue

pressure on customers,

f) 2K Cooperating

with Audits, Reviews,

and Investigations added

the obligation that

such

cooperation extends

to authorized external

reviews, as well

as internal reviews,

g) 3A Managing

Conflicts of Interest,

Introduction of

Conflicts to Interest, language added

to clarify to employees they may bring

potential conflicts directly to the attention

of Compliance,

not

just

when

directed

to

do

so

by

a

Manager.

In

addition

to

these

changes,

certain

other

editorial,

technical,

organizational,

administrative and 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,

2024

to the Registrant’s Group President

and

Chief

Executive

Officer,

Group

Head

and

Chief

Financial

Officer,

and

Senior

Vice

President,

Finance,

Controller

and

Chief

Accountant.

Principal Accountant Fees and Services

The

disclosure

regarding

Audit

Fees,

Audit-Related

Fees,

Tax

Fees

and

All

Other

Fees

provided

under

the

heading

Directors

and

Executive Officers - Pre-Approval Policies and Shareholders’ Auditor Service Fees

included in Exhibit 99.1:

Annual Information Form

dated December 4, 2024 is incorporated by reference herein.

Pre-Approval

Policy for Audit and Non-Audit Services

The disclosure provided under the

heading

Directors and Executive Officers - Pre-Approval Policies and Shareholders’ Auditor Service

Fees

included in Exhibit 99.1:

Annual Information Form dated December 4, 2024 is incorporated by reference

herein.

During the fiscal

year ended October

31, 2024, 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 of pre-approval provisions.

Hours Expended on Audit Attributed to Persons Other than the Principal

Accountant’s

Employees

Not Applicable

Off-balance Sheet Arrangements

The disclosure provided under the

heading

Group Financial Condition

– Securitization and Off-Balance

Sheet Arrangements

included

in Exhibit 99.2:

Management’s Discussion and Analysis is incorporated

by reference herein.

Contractual and Other Obligations

The disclosure provided in

Table 58:

Remaining Contractual Maturity

included in Exhibit 99.2:

Management's Discussion and Analysis

is incorporated by reference herein.

Identification of the Audit Committee

The

disclosure

provided

under

the

heading

Directors

and

Executive

Officers

-

Audit

Committee

included

in

Exhibit

99.1:

Annual

Information Form dated December 4, 2024 identifying the Registrant’s

Audit Committee is incorporated by reference herein.

Mine Safety Disclosure

Not Applicable

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Not Applicable

Recovery of Erroneously Awarded

Compensation.

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 Form

40-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:

Group Head and Chief Financial Officer

Date:

December 5, 2024

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

97

Incentive Compensation Clawback Policy

99.1

Annual Information Form dated December 4, 2024

99.2

Management’s Discussion and Analysis

99.3

2024 Annual Financial Statements

99.4

Industry Guide 3 – Return on Assets, Dividend Payouts, and Equity to Assets Ratios

99.5

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, 2024

formatted in

Inline XBRL: (i) Consolidated Balance

Sheet as at October 31, 2024

and 2023; (ii) Consolidated Statements

of Income, Comprehensive Income, Changes

in

Equity, and Cash Flows for the years then ended October

31, 2024; and (iii) Notes to Consolidated

Financial Statements.

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)