40-F/A 1 edgar024annualreport.htm 40-F/A edgar024annualreport
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 1
[Check one]
 
☐
 
REGISTRATIO
 
N
 
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
 
EXPLANATORY
 
NOTE
This Amendment
 
No. 1
 
(this “Amendment”)
 
amends the
 
Annual Report
 
on Form
 
40-F of
 
The Toronto
 
-Dominion Bank
 
(the “Bank”)
originally filed with the Securities
 
and Exchange Commission
 
(“SEC”) on December 5, 2024
 
(the “Original Annual Report”),
 
in order
to refile Exhibit 99.3: 2024 Annual Financial Statements to insert inadvertently omitted signatures of the Bank’s independent registered
public accounting firm, Ernst & Young
 
LLP.
Additionally, pursuant
 
to the rules of the SEC, this Amendment also contains (i) a new consent from the Bank’s independent registered
public accounting firm, (ii) new certifications required by Rule 13a-14(a) or
 
Rule 15d-14(a) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and (iii) new certifications required by
 
Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act.
Other
 
than
 
as discussed
 
above
 
and
 
expressly
 
set forth
 
herein,
 
no
 
other
 
information
 
in
 
this Amendment
 
has
 
been
 
amended
 
from
 
the
information contained in the Original Annual Report, nor does this Amendment
 
reflect any events that have occurred after the Original
Annual Report was filed.
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 Amendment No. 1 to the 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 9, 2024
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
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
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
101
The following financial information from
 
The Toronto-Dominion Bank’s Annual Report on Form 40-F/A 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)