Toronto Dominion Bank 6-K/A, filed Dec 9, 2024
Toronto Dominion Bank (TD)
6-K/A
2024-12-09
For: 2024-12-09
View Original
Added on
August 22, 2026
About this 6-K/A
Toronto Dominion Bank filed this 6-K/A on December 9, 2024.
FORM 6-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
______________________________
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December, 2024.
Commission File Number: 001-14446
______________________________
The Toronto -Dominion Bank
(Translation of registrant's name into English)
______________________________
c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
☐
☑
This Form 6-K, excluding Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, and Exhibit 99.6 hereto, is incorporated by reference into all outstanding Registration
Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends the Report of Foreign Private Issuer on Form 6-K of The Toronto-Dominion Bank
(the “Bank”) originally furnished with the Securities and Exchange Commission (“SEC”) on December 5, 2024 (the “Original Report”),
in order to re-furnish Exhibit 99.6: Independent Auditor's Report dated December 4, 2024 to insert one inadvertently omitted signature
of the Bank’s independent registered public accounting firm, Ernst & Young LLP.
Additionally, this Amendment also contains an updated notification from the Bank's independent registered public accounting firm
following the Independent Auditor's Report dated December 4, 2024.
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 Report, nor does this Amendment reflect any events that have occurred after the Original Report
was filed.
EXHIBIT INDEX
Exhibit
Description
99.1
99.2
99.3
99.4
99.5
99.6
FORM 6-K/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE TORONTO-DOMINION BANK
DATE: December 9, 2024
By:
/s/ Caroline Cook
Name:
Caroline Cook
Title:
Associate Vice President, Legal Treasury and
Corporate Securities
THE TORONTO-DOMINION BANK
EARNINGS COVERAGE ON SUBORDINATED NOTES AND DEBENTURES,
PREFERRED SHARES CLASSIFIED AS EQUITY, AND LIABILITIES FOR
PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS AND CAPITAL TRUST SECURITIES
FOR THE TWELVE MONTHS ENDED OCTOBER 31, 2024
TD Bank Group (“TD” or the “Bank”) dividend requirements on all its outstanding preferred shares and other equity instruments in respect of the twelve months
ended October 31, 2024 and adjusted to a before-tax equivalent using an effective tax rate of 24.8% for the twelve months ended October 31, 2024, amounted to
$700.0 million. The Bank’s interest and dividend requirements on all subordinated notes and debentures, preferred shares and liabilities for preferred shares and
other equity instruments and capital trust securities, after adjustment for new issues and retirement, amounted to $1,128.3 million for the twelve months ended
October 31, 2024. The Bank’s reported net income, before interest on subordinated debt and liabilities for preferred shares and capital trust securities and income
taxes was $11,270 million for the twelve months ended October 31, 2024, which was 10.0 times the Bank’s aggregate dividend and interest requirement for this
period.
On an adjusted basis, the Bank’s net income before interest on subordinated debt and liabilities for preferred shares and capital trust securities and income
taxes for the twelve months ended October 31, 2024, was $17,181 million, which was 15.2 times the Bank’s aggregate dividend and interest requirement for this
period.
The Bank prepares its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), the current generally accepted
accounting principles (GAAP), and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial
measures such as “adjusted” results (i.e. reported results excluding “items of note”) and non-GAAP ratios to assess each of its businesses and measure overall
Bank performance. The Bank believes that non-GAAP financial measures and non-GAAP ratios provide the reader with a better understanding of how
management views the Bank’s performance. Non-GAAP financial measures and ratios used in this presentation are not defined terms under IFRS and, therefore,
may not be comparable to similar terms used by other issuers. See “Financial Results Overview” in the Bank’s 2024 MD&A (available at www.td.com/investor and
www.sedar+.com), which is incorporated by reference, for further explanation, reported basis results, a list of the items of note, and a reconciliation of adjusted to
reported results.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 1
TD Bank Group Reports Fourth Quarter and Fiscal 2024 Results
Earnings News Release •
Three and twelve months ended October 31, 2024
FOURTH QUARTER FINANCIAL HIGHLIGHTS, compared with the fourth quarter last year:
●
Reported diluted earnings per share were $1.97, compared with $1.48.
●
Adjusted diluted earnings per share were $1.72, compared with $1.82.
●
Reported net income was $3,635 million, compared with $2,866 million.
●
Adjusted net income was $3,205 million, compared with $3,485 million.
FULL YEAR FINANCIAL HIGHLIGHTS, compared with last year:
●
Reported diluted earnings per share were $4.72, compared with $5.52.
●
Adjusted diluted earnings per share were $7.81, compared with $7.91.
●
Reported net income was $8,842 million, compared with $10,634 million.
●
Adjusted net income was $14,277 million, compared with $14,995 million.
FOURTH QUARTER ADJUSTMENTS – CHARGE (GAIN) FOR ITEMS OF NOTE:
The fourth quarter reported earnings figures included the following items of note:
●
Amortization of acquired intangibles of $60 million ($52 million after-tax or 3 cents per share), compared with $92 million ($83 million after-tax or
4 cents per share) in the fourth quarter last year.
●
Acquisition and integration charges related to the Schwab transaction of $35 million ($26 million after-tax or 2 cents per share), compared with
$31 million ($26 million after-tax or 1 cent per share) in the fourth quarter last year.
●
Acquisition and integration charges related to the Cowen acquisition of $82 million ($64 million after-tax or 4 cents per share), compared with
$197 million ($161 million after-tax or 9 cents per share) in the fourth quarter last year.
●
Impact from the terminated First Horizon (FHN) acquisition-related capital hedging strategy of $59 million ($45 million after-tax or 2 cents per share),
compared with $64 million ($48 million after-tax or 3 cents per share) in the fourth quarter last year.
●
Gain on sale of Schwab shares of ($1,022) million (($1,022) million after-tax or (59) cents per share).
●
U.S. balance sheet restructuring of $311 million ($234 million after-tax or 13 cents per share).
●
Indirect tax matters of $226 million ($173 million after-tax or 10 cents per share).
●
Federal Deposit Insurance Corporation (FDIC) special assessment of ($72) million (($54) million after-tax or (3) cents per share).
●
Global resolution of the investigations into the Bank’s U.S. BSA/AML program of $52 million ($52 million after-tax or 3 cents per share).
TORONTO
, December 5, 2024 – TD Bank Group (“TD” or the “Bank”) today announced its financial results for the fourth quarter ended October 31, 2024.
Reported earnings were $3.6 billion, up 26.8% compared with the fourth quarter last year, and adjusted earnings were $3.2 billion, down 8.0%.
“Despite a challenging quarter, we are pleased with the Bank’s underlying fundamentals, which were reflected in our revenue growth. This quarter, we delivered
higher fee income in our markets-related businesses, volume growth in Canada, and stable deposits in the U.S.,” said Bharat Masrani, Group President and CEO,
TD Bank Group. “A key development this quarter was the resolution of our U.S. AML matters, bringing important clarity to our stakeholders. Remediation is our
number one priority, and we continue to make meaningful progress in addressing the failures.”
Canadian Personal and Commercial Banking delivered a strong quarter with record revenue and continued positive operating leverage
Canadian Personal and Commercial Banking net income was $1,823 million, an increase of 9% compared to the fourth quarter last year, reflecting higher revenue,
partially offset by higher non-interest expenses and provisions for credit losses. Revenue was a record $5,064 million, an increase of 7%, primarily reflecting loan
and deposit volume growth and margin expansion on deposits.
This quarter, Canadian Personal and Commercial Banking enhanced its credit card loyalty programs, teaming up with the Vancouver Canucks to offer exclusive
perks at home games for eligible TD credit cardholders. Canadian Business Banking continued to drive innovation with the launch of TD eCommerce Solutions, a
full-service e-commerce platform for businesses to sell online and take payments, and through a collaboration with TouchBistro to provide a streamlined payment
and operations management platform for restaurant owners.
The U.S. Retail Bank delivered loan growth and stable deposits in a challenging quarter
U.S. Retail reported net income for the quarter was $863 million (US$634 million), down 32% (32% in U.S. dollars) compared with the fourth quarter last year. On
an adjusted basis, net income was $1,095 million (US$803 million), down 14% (14% in U.S. dollars). Reported net income for the quarter from the Bank’s
investment in The Charles Schwab Corporation (“Schwab”) was $154 million (US$114 million), down 22% (22% in U.S. dollars).
This quarterly earnings news release should be read in conjunction with the Bank’s unaudited fourth quarter 2024 consolidated financial results for the year
ended October 31, 2024, included in this Earnings News Release and the audited 2024 Consolidated Financial Statements, prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which is available on TD’s website at
http://www.td.com/investor/. This analysis is dated December 4, 2024. Unless otherwise indicated, all amounts are expressed in Canadian dollars, and have
been primarily derived from the Bank’s Annual or Interim Consolidated Financial Statements prepared in accordance with IFRS. Certain comparative amounts
have been revised to conform to the presentation adopted in the current period. Additional information including the 2024 MD&A relating to the Bank is available
on the Bank’s website at http://www.td.com, as well as on SEDAR+ at http://www.sedarplus.ca and on the U.S. Securities and Exchange Commission’s (SEC)
website at http://www.sec.gov (EDGAR filers section).
Reported results conform to generally accepted accounting principles (GAAP), in accordance with IFRS. Adjusted results are non-GAAP financial measures.
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Significant Events” and “Non-GAAP and Other Financial Measures” in
the “How We Performed” section of this document.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 2
U.S. Retail Bank, which excludes the Bank’s investment in Schwab, reported net income was $709 million (US$520 million), down 34% (34% in U.S. dollars)
compared with the fourth quarter last year, reflecting higher PCL, higher non-interest expenses, and lower revenue. On an adjusted basis, net income was
$941 million (US$689 million), down 12% (13% in U.S. dollars), reflecting higher PCL and higher non-interest expenses.
This quarter, the U.S Retail Bank announced an extension to its credit card program agreement with Nordstrom to continue as the exclusive issuer of Nordstrom’s
Visa and private label consumer credit cards through 2032. TD Bank, America’s Most Convenient Bank
®
total number of approved U.S. Small Business Administration (SBA) loans in its Maine to Florida footprint and #2 in SBA loans nationally. In addition, TD AMCB
earned the 2024 Great Places to Work Certification™ for the ninth year in a row.
Wealth Management and Insurance delivered strong underlying performance offset by impact of severe weather events
Wealth Management and Insurance net income was $349 million, down 29% compared with the fourth quarter last year. Revenue for the quarter was
$3,937 million, an increase of $981 million, or 33%. Of the increase, $718 million, or 27%, was driven by reinsurance recoveries with the remainder reflecting
higher insurance premiums, asset growth, increased transaction revenue and higher deposit margins. TD Insurance reported higher claims costs due to a
significant hailstorm in Calgary and severe weather events in Quebec, in addition to increased claims severity.
This quarter, Wealth Management and Insurance continued its focus on client-centric innovation. TD Direct Investing launched TD Active Trader Live, a new
weekly streaming program designed to enhance clients’ trading experience with in-depth analysis, insights and strategies. TD Asset Management grew its ETF
business, leading the Big 5 banks in market share growth this fiscal year
1
. TD Insurance continued its digital transformation, with over 40% of eligible customers
now purchasing their insurance online. Additionally, TD Insurance provided support and advice to customers and communities impacted by severe weather events
this quarter.
Wholesale Banking continued to demonstrate increased earnings power from combined TD Securities and TD Cowen capabilities
Wholesale Banking reported net income for the quarter was $235 million, an increase of $218 million compared with the fourth quarter last year, primarily reflecting
higher revenue and lower non-interest expenses, partially offset by higher income taxes and PCL. On an adjusted basis, net income was $299 million, an increase
of $121 million, or 68%. Revenue for the quarter was $1,771 million, an increase of $283 million, or 19%, compared with the fourth quarter last year, reflecting
higher lending revenue, underwriting fees and trading-related revenue.
This quarter, TD Securities was joint lead on the Bank’s secondary sale of Schwab shares in a US$2.5 billion block trade, one of the ten largest U.S. block trades
since 2010. TD Cowen was recognized for its industry-leading research capabilities in the 2024 Extel Research Surveys, including #1 in Telecom & Media and
third place overall in Canada. In the U.S. survey, TD Cowen’s Washington Research team ranked #1. In addition,
TD Securities was recognized in four categories
at the Euromoney FX Awards, including Canada
’
s Best FX Bank.
Capital
TD’s Common Equity Tier 1 Capital ratio was 13.1%.
Looking Forward
For fiscal 2025, it will be challenging for the Bank to generate earnings growth as it navigates a transition year, advances AML remediation with investments in its
risk and control infrastructure, and continues to invest in its businesses.
The Bank is currently undertaking a strategic review of organic opportunities and priorities, productivity and efficiency initiatives, and capital allocation alternatives.
As a result, TD is suspending the following medium-term financial targets: 7-10% adjusted EPS growth, 16%+ return on equity and positive operating leverage.
The Bank expects to update its medium-term financial targets in the second half of 2025.
“TD faced challenges in 2024, but we have a strong Bank, with well-positioned businesses serving millions of customers. Our AML remediation is our top priority,
and we remain focused on strengthening our risk and controls to meet our obligations,” said Raymond Chun, Chief Operating Officer, TD Bank Group. “I’m
confident that in the year ahead, we will refresh our strategy, drive change, and enhance efficient execution to deliver for our shareholders and all stakeholders.”
The foregoing contains forward-looking statements. Refer to the
on page 3.
1
th
, 2024.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 3
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including in this document, in other filings with
Canadian regulators or the United States (U.S.) Securities and Exchange Commission (SEC), and in other communications. In addition, representatives of the
Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such statements are made pursuant to the “safe harbour”
provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in this document, the Management’s Discussion and
Analysis (“2024 MD&A”) in the Bank’s 2024 Annual Report under the heading “Economic Summary and Outlook”, under the headings “Key Priorities for 2025” and
“Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale
Banking segments, and under the heading “2024 Accomplishments and Focus for 2025” for the Corporate segment, and in other statements regarding the Bank’s
objectives and priorities for 2025 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated
financial performance.
Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “goal”,
“target”, “may”, and “could”. By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to inherent risks and
uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political, and regulatory environments, such
risks and uncertainties – many of which are beyond the Bank’s control and the effects of which can be difficult to predict – may cause actual results to differ
materially from the expectations expressed in the forward-looking statements.
Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit, market (including equity, commodity, foreign exchange,
interest rate, and credit spreads), operational (including technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct),
model, insurance, liquidity, capital adequacy, legal and regulatory compliance (including financial crime), reputational, environmental and social, and other risks.
Examples of such risk factors include general business and economic conditions in the regions in which the Bank operates (including the economic, financial, and
other impacts of pandemics); geopolitical risk; inflation, interest rates and recession uncertainty; regulatory oversight and compliance risk; risks associated with the
Bank’s ability to satisfy the terms of the global resolution of the civil and criminal investigations into the Bank’s U.S. BSA/AML program; the impact of the global
resolution of the civil and criminal investigations into the Bank’s U.S. BSA/AML program on the Bank’s businesses, operations, financial condition, and reputation;
the ability of the Bank to execute on long-term strategies, shorter-term key strategic priorities, including the successful completion of acquisitions and dispositions
and integration of acquisitions, the ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business retention plans, and
other strategic plans; the risk of large declines in the value of Bank’s Schwab equity investment and corresponding impact on TD’s market value; technology and
cyber security risk (including cyber-attacks, data security breaches or technology failures) on the Bank’s technologies, systems and networks, those of the Bank’s
customers (including their own devices), and third parties providing services to the Bank; data risk; model risk; fraud activity; insider risk; conduct risk; the failure of
third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and control of information, and other risks arising from the
Bank’s use of third-parties; the impact of new and changes to, or application of, current laws, rules and regulations, including without limitation consumer protection
laws and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased competition from incumbents and new entrants (including Fintechs
and big technology competitors); shifts in consumer attitudes and disruptive technology; environmental and social risk (including climate-related risk); exposure
related to litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes in foreign exchange rates, interest rates, credit
spreads and equity prices; downgrade, suspension or withdrawal of ratings assigned by any rating agency, the value and market price of the Bank’s common
shares and other securities may be impacted by market conditions and other factors; the interconnectivity of Financial Institutions including existing and potential
international debt crises; increased funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and
changes to accounting standards, policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic events and claims resulting
from such events.
The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results. For more
detailed information, please refer to the “Risk Factors and Management” section of the 2024 MD&A, as may be updated in subsequently filed quarterly reports to
shareholders and news releases (as applicable) related to any events or transactions discussed under the headings “Significant Events” or “Significant and
Subsequent Events” in the relevant MD&A, which applicable releases may be found on www.td.com.
All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully
when making decisions with respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements. Material
economic assumptions underlying the forward-looking statements contained in this document are set out in the 2024 MD&A under the headings “Economic
Summary and Outlook” and “Significant Events”, under the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the Canadian Personal
and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments, and under the heading “2024 Accomplishments
and Focus for 2025” for the Corporate segment, each as may be updated in subsequently filed quarterly reports to shareholders.
Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of
assisting the Bank’s shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at
and for the periods ended on the dates presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking
statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.
This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors, on the Audit Committee’s recommendation, prior to its release.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 4
TABLE 1: FINANCIAL HIGHLIGHTS
(millions of Canadian dollars, except as noted)
As at or for the three months ended
As at or for the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Results of operations
Total revenue – reported
1
$
15,514
$
14,176
$
13,178
$
57,223
$
50,690
Total revenue – adjusted
1,2
14,897
14,238
13,242
56,789
52,037
Provision for (recovery of) credit losses
1,109
1,072
878
4,253
2,933
Insurance services expenses (ISE)
1
2,364
1,669
1,346
6,647
5,014
Non-interest expenses – reported
1
8,050
11,012
7,628
35,493
29,855
Non-interest expenses – adjusted
1,2
7,731
7,208
6,988
29,148
26,517
Net income (loss) – reported
1
3,635
(181)
2,866
8,842
10,634
Net income – adjusted
1,2
3,205
3,646
3,485
14,277
14,995
Financial positions
(billions of Canadian dollars)
Total loans net of allowance for loan losses
$
949.5
$
938.3
$
895.9
$
949.5
$
895.9
Total assets
1
2,061.8
1,967.2
1,955.1
2,061.8
1,955.1
Total deposits
1,268.7
1,220.6
1,198.2
1,268.7
1,198.2
Total equity
115.2
111.6
112.1
115.2
112.1
Total risk-weighted assets (RWA)
3
630.9
610.5
571.2
630.9
571.2
Financial ratios
Return on common equity (ROE) – reported
1,4
13.4
%
(1.0)
%
10.5
%
8.2
%
9.9
%
Return on common equity – adjusted
1,2
11.7
14.1
12.9
13.6
14.2
Return on tangible common equity (ROTCE)
1,2,4
17.8
(1.0)
14.3
11.2
13.4
Return on tangible common equity – adjusted
1,2
15.4
18.8
17.1
18.0
18.7
Efficiency ratio – reported
1,4
51.9
77.7
57.9
62.0
58.9
Efficiency ratio – adjusted, net of ISE
1,2,4,5
61.7
57.3
58.7
58.1
56.4
Provision for (recovery of) credit losses as a % of net
average loans and acceptances
0.47
0.46
0.39
0.46
0.34
Common share information – reported
Per share earnings (loss)
1
Basic
$
1.97
$
(0.14)
$
1.48
$
4.73
$
5.53
Diluted
1.97
(0.14)
1.48
4.72
5.52
Dividends per share
1.02
1.02
0.96
4.08
3.84
Book value per share
4
59.59
57.61
56.56
59.59
56.56
Closing share price
6
76.97
81.53
77.46
76.97
77.46
Shares outstanding (millions)
Average basic
1,748.2
1,747.8
1,806.3
1,758.8
1,822.5
Average diluted
1,749.3
1,747.8
1,807.8
1,760.0
1,824.4
End of period
1,750.1
1,747.9
1,790.7
1,750.1
1,790.7
Market capitalization (billions of Canadian dollars)
$
134.7
$
142.5
$
138.7
$
134.7
$
138.7
Dividend yield
4
5.0
%
5.3
%
4.7
%
5.1
%
4.6
%
Dividend payout ratio
4
51.8
n/m
7
64.6
86.1
69.3
Price-earnings ratio
1,4
16.3
19.2
14.0
16.3
14.0
Total shareholder return (1 year)
4
4.5
(1.4)
(6.9)
4.5
(6.9)
Common share information – adjusted
(Canadian dollars)
1,2
Per share earnings
1
Basic
$
1.72
$
2.05
$
1.82
$
7.82
$
7.92
Diluted
1.72
2.05
1.82
7.81
7.91
Dividend payout ratio
59.2
%
49.7
%
52.4
%
52.1
%
48.4
%
Price-earnings ratio
1
9.9
10.3
9.8
9.9
9.8
Capital Ratios
3
Common Equity Tier 1 Capital ratio
13.1
%
12.8
%
14.4
%
13.1
%
14.4
%
Tier 1 Capital ratio
14.8
14.6
16.2
14.8
16.2
Total Capital ratio
16.8
16.3
18.1
16.8
18.1
Leverage ratio
4.2
4.1
4.4
4.2
4.4
Total Loss Absorbing Capacity (TLAC) ratio
28.7
29.1
32.7
28.7
32.7
TLAC Leverage ratio
8.1
8.3
8.9
8.1
8.9
1
Insurance Contracts
2024 Consolidated Financial Statements for further details.
2
and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures such as “adjusted” results and non-GAAP ratios to
assess each of its businesses and to measure overall Bank performance. To arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to the “How We
Performed” section of this document for further explanation, a list of the items of note, and a reconciliation of adjusted to reported results. Non-GAAP financial measures and ratios used
in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers.
3
Leverage Requirements, and TLAC guidelines. Refer to the “Capital Position” section in the Bank’s 2024 MD&A for further details.
4
5
Q4 2024: $12,533 million, Q3 2024: $12,569 million, Q4 2023: $11, 896 million, 2024: $50,142 million, 2023: $47,023 million. Effective fiscal 2024, the composition of this non-GAAP ratio
and the comparative amounts have been revised.
6
7
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 5
SIGNIFICANT EVENTS
a) Global Resolution of the Investigations into the Bank’s U.S. BSA/AML Program
On October 10, 2024, following active cooperation and engagement with authorities and regulators, the Bank reached a resolution with respect to previously
disclosed investigations related to its U.S. Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) compliance programs. The Bank and certain of its U.S.
subsidiaries consented to orders with the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB), and the Financial Crimes
Enforcement Network (FinCEN) and entered into plea agreements with the Department of Justice (DOJ), Criminal Division, Money Laundering and Asset
Recovery Section and the United States Attorney’s Office for the District of New Jersey (collectively, the “Global Resolution”). Details of the Global Resolution
include: (i) a total payment of US$3.088 billion (C$4.233 billion), all of which was provisioned during the 2024 fiscal year; (ii) TD Bank, N.A. (TDBNA) pleading
guilty to one count of conspiring to fail to maintain an adequate AML program, fail to file accurate currency transaction reports (CTRs) and launder money and TD
Bank US Holding Company (TDBUSH) pleading guilty to two counts of failing to maintain an adequate AML program and failing to file accurate CTRs; (iii)
requirements to remediate the Bank’s U.S. BSA/AML program, broadly aligned to its existing remediation program, which requirements the Bank has begun to
address; (iv) a requirement to prioritize the funding and staffing of the remediation, which includes Board certifications for dividend distributions from certain of the
Bank’s U.S. subsidiaries to the Bank; (v) formal oversight of the U.S. BSA/AML remediation through an independent compliance monitorship; (vi) a prohibition
against the average combined total assets of TD’s two U.S. banking subsidiaries (TD Bank, N.A. and TD Bank USA, N.A.) (collectively, the “U.S. Bank”) exceeding
US$434 billion (representing the combined total assets of the U.S. Bank as at September 30, 2024) (the “Asset Limitation”), and if the U.S. Bank does not achieve
compliance with all actionable articles in the OCC consent orders (and for each successive year that the U.S. Bank remains non-compliant), the OCC may require
the U.S. Bank to further reduce total consolidated assets by up to 7%; (vii) the U.S. Bank being subject to OCC supervisory approval processes for any additions
of new bank products, services, markets, and stores prior to the OCC’s acceptance of the U.S. Bank’s improved AML policies and procedures, to ensure the AML
risk of new initiatives is appropriately considered and mitigated; (viii) requirements for the Bank and TD Group U.S. Holdings, LLC (TDGUS) to retain a third party
to assess the effectiveness of the corporate governance and U.S. management structure and composition to adequately oversee U.S. operations; and (ix)
requirements to comply with the terms of the plea agreements with the DOJ during a five-year term of probation (which could be extended as a result of the Bank
failing to complete the compliance undertakings, failing to cooperate or to report alleged misconduct as required, or committing additional crimes); (x) an ongoing
obligation to cooperate with DOJ investigations; and (xi) an ongoing obligation to report evidence or allegations of violations by the Bank, its affiliates, or their
employees that may be a violation of U.S. federal law.
Refer to “Key Terms of the Global Resolution” below for additional information about the terms of the orders and plea agreements.
Key Terms of the Global Resolution
Order/Agreement
Key Requirements
Plea Agreements between the DOJ and
TDBUSH and TDBNA dated
October 10, 2024
●
and 5324).
●
transaction report violations (31 U.S.C. § 5313 and 5324), and money laundering (18 U.S.C. § 1956(a)(2)(B)(i)).
●
US$452,432,302 (US$328,932,302 after crediting) for TDBNA.
●
●
-
remediation and enhancement.
-
requirements as set forth in Attachment C to the Plea Agreements, which lays out compliance commitments, including with respect to tone
from the top; policies, procedures, and internal controls; transaction monitoring and reporting; oversight and independence; insider risk;
training; internal reporting; employee discipline; monitoring, testing, and audit; and address any deficiencies in its AML compliance program,
as specified in the Plea Agreements.
●
Agreements and the Statement of Facts attached to the Plea Agreements, as well as any other conduct, individuals, and entities under investigation
by the DOJ at any time during the length of the Agreements’ obligations.
●
violation of U.S. federal law, promptly report to the DOJ any such evidence or allegation.
●
consolidated operations, or to the operations of any subsidiaries, branches, or affiliates involved in the conduct described in the Statement of Facts,
as they exist as of the date of the Agreements, whether such transaction is structured as a sale, asset sale, merger, transfer, or other change in
corporate form, the Bank must include in any such contract a provision binding the purchaser, or any successor in interest thereto, to the obligations
described in the Agreements, and the other party to the contract must agree in writing to the terms and obligations to the Agreements; meet other
requirements prior to any such change in corporate form, including a sale, merger, or transfer of business operations, as specified in the
Agreements.
●
false, incomplete, or misleading information to the DOJ; (c) failing to cooperate with the DOJ; (d) failing to implement a compliance program as set
forth in the Plea Agreements and Attachment C to the Plea Agreements and complete the monitorship as set forth in the Plea Agreements and
Attachment D to the Plea Agreements; (e) committing any acts that, had they occurred within the jurisdictional reach of the United States, would be
a violation of federal money laundering laws or the Bank Secrecy Act; or (f) otherwise failing specifically to perform or to fulfill completely each of the
obligations under the Agreements. In the event of a breach of the Agreements, the Bank will be subject to prosecution for any federal criminal
violation of which the DOJ is aware, including the charges to which the Bank pleaded guilty.
●
described in the Information or Statement of Facts. The Bank will seek preclearance from the DOJ before issuing any affirmative public statement in
connection with the resolutions, including via press release, press conference remarks, or a scripted statement to investors.
●
outlined in the Agreements and ensure that TDBNA and TDBUSH comply with all terms of the Agreements.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 6
Order/Agreement
Key Requirements
FinCEN Consent Order involving TDBNA
and TD Bank USA, N.A. (TDBUSA)
●
31 C.F.R. § 1020.320), and currency transaction report violations (31 U.S.C. § 5313 and 31 C.F.R. § 1010.311).
●
31 C.F.R. § 1020.320), and currency transaction report violations (31 U.S.C. § 5313 and 31 C.F.R. § 1010.311).
●
●
-
will be required to undertake various reviews and issue reports as outlined in the Order.
-
lookback review, which will be overseen by the independent compliance monitor. Within 150 days from the engagement of the monitor, the
SAR lookback consultant must deliver to FinCEN and the monitor a report summarizing the proposed scope and methodology of the review.
Within 18 months from the date of the SAR lookback report, the SAR lookback consultant must deliver a detailed report that summarizes the
findings of its review.
-
BSA/AML program, similar to the review required by the FRB and OCC. Within 60 days from the engagement of the monitor, the monitor
must propose an AML program consultant or elect to serve as the consultant. Within 90 days from the engagement of the consultant, the
consultant must deliver to FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from the end of
the consultant’s review, but no later than one year from the date of its engagement, the consultant must submit to FinCEN a final written
report.
-
conducted concerning the involvement of personnel in the conduct described in the Order. Within 120 days from the engagement of the
monitor, the monitor must deliver to FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from
the end of the monitor’s review, but no later than one year from the date of its engagement, the monitor must submit to FinCEN a final
written report.
-
an assessment of the Bank’s data governance framework. Within 120 days from the engagement of the monitor, the monitor must deliver to
FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from the end of the monitor’s review, but
no later than one year from the date of its engagement, the monitor must submit to FinCEN a final written report.
●
●
any terms of the Order.
OCC Consent Orders involving TDBNA and
TDBUSA
●
C.F.R. § 1010.312), customer due diligence violation (31 C.F.R. § 1020.210(a)(2)(v)) and recklessly engaging in unsafe or unsound practices
related to the Bank’s BSA/AML Compliance Program.
●
●
●
-
TDBNA’s and TDBUSA’s compliance with the Orders.
-
achieve and sustain compliance with the BSA, its implementing regulations, and specified articles of the Orders, and to address all
BSA/AML deficiencies, violations, and corrective actions (the “BSA/AML Action Plan”). Adopt and implement the BSA/AML Action Plan and
provide progress reports.
-
BSA/AML Action Plan, an independent third-party consultant to conduct an end-to-end review and assessment of their BSA/AML Program
and draft a written report documenting its findings and recommendations, to be submitted to the boards of directors (Boards) of TDBNA and
TDBUSA, and the OCC, at the same time. Effectively remediate any identified gaps and deficiencies.
-
BSA/AML Action Plan, to the OCC for review and prior written determination of no supervisory objection, improved policies and procedures
for evaluating the BSA/AML risks posed by adding a new product or service and ensuring the Bank has adequate controls to mitigate such
risks, prohibits TDBNA and TDBUSA from adding new products or services until they receive a determination of no supervisory objection to
the improved policies and procedures. After receiving no supervisory objection to the policies and procedures, the Orders prohibit TDBNA
and TDBUSA from adding any new medium or high BSA/AML risk product or service without, among other requirements, a prior
determination of no supervisory objection. Prohibition from opening a new branch or entering a new market without first receiving no
supervisory objection.
-
requires the Boards to ensure that TDBNA and TDBUSA have sufficient managers and staff with the appropriate skills, expertise, and with
the requisite authority, to support the BSA Officer and BSA/AML program. Following the Independent Consultant review, ensure there is an
annual review of the adequacy of the Bank’s BSA Officer and staff, with the determinations finalized in writing, to be submitted to the OCC,
and the Boards are responsible for ensuring any necessary changes are implemented. Ensure that the BSA Officer and staff have sufficient
training, authority, resources, and skill, that management has the necessary knowledge to oversee the Bank’s compliance with the BSA, that
information systems are effective, and that there are clear lines of authority and responsibility for the BSA/AML compliance function and
staff, including giving the BSA Officer the ultimate accountability for and authority over all the U.S. BSA/AML Program components.
-
effective BSA/AML Training Program that meets certain minimum requirements, as detailed in the Orders.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 7
Order/Agreement
Key Requirements
OCC Consent Orders involving TDBNA and
TDBUSA
-
Action Plan, an effective Internal Controls Program to identify and control the risks associated with money laundering and terrorist financing
and other illicit financial activity, and to achieve and maintain compliance with the BSA. The Internal Controls Program must meet certain
minimum requirements, as detailed in the Orders.
-
specified in the BSA/AML Action Plan, an effective customer due diligence (CDD) program to ensure appropriate collection and analysis of
customer information when opening new accounts, when renewing or modifying existing accounts for customers, and when the Bank
obtains event-driven information indicating that it would be prudent to obtain updated information and maintain accurate customer risk
profiles. The CDD Program must meet certain minimum requirements, as detailed in the Orders.
-
otherwise specified in the BSA/AML Action Plan, an effective suspicious activity monitoring and reporting program to ensure the timely and
appropriate identification, review, and disposition of unusual activity, and the filing of SARs. The Suspicious Activity Review Program must
meet certain minimum requirements, as detailed in the Orders.
-
BSA/AML Action Plan, an effective BSA/AML independent testing program to test the Bank’s compliance with the BSA, relative to its risk
profile, and the overall adequacy of the Bank’s BSA/AML Program. The BSA/AML Audit Program must meet certain minimum requirements,
as detailed in the Orders. Develop risk assessment and planning processes that clearly document AML risk, and for management to require
reporting on no less than a quarterly basis of all deficiencies in BSA/AML processes and controls identified through the BSA/AML Audit
Program to the Bank’s Board or BSA/AML Audit Committee, and to senior management, after which the Boards or BSA/AML Audit
Committee must ensure that management takes prompt action to remediate the cited deficiencies and validates corrective action.
-
Plan, an independent third-party consultant to conduct a review and provide a written report on the Bank’s suspicious activity monitoring,
investigation, decisioning, and reporting. The OCC has discretion to expand the scope of the look-back after its review of the report.
-
as an officer, employee, agent, consultant, or contractor who participated in, was subject to formal discipline, or was separated or terminated
in connection with the underlying conduct described in the Orders, and TDBNA and TDBUSA are required to submit, within 30 days of the
Order’s effective date, to the OCC policies, procedures, and reporting requirements for ensuring compliance with the accountability
requirements. The Orders also require the HR senior executive officers of TDBNA and TDBUSA to submit, on a quarterly basis, compliance
with the accountability requirements.
-
adherence to the corrective actions, and ensure the corrective actions are effective in addressing the deficiencies that led to the Orders.
●
current calendar quarter and the immediately preceding calendar quarter to exceed the total consolidated assets reported as of September 30,
2024. If TDBNA and TDBUSA do not meet the deadline for compliance with all actionable articles in the Orders, the OCC may require TDBNA and
TDBUSA to reduce their total consolidated assets by up to 7% from their total consolidated assets as reported as of the most recent quarter, and for
each year TDBNA and TDBUSA continue to be in noncompliance with the Orders, the OCC may require further reductions up to 7% from their total
consolidated assets as reported as of the most recent calendar quarter. The Deputy Comptroller of the OCC may, at their discretion, temporarily
suspend the asset limit in light of unusual circumstances at TDBNA or TDBUSA.
●
distribution, the Boards of TDBNA and TDBUSA must certify in writing to the OCC that the Bank has allocated appropriate resources and staffing to
the remediation required by the Orders.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 8
Order/Agreement
Key Requirements
Federal Reserve Cease & Desist Order with
TD Bank, TD Group US Holdings LLC
(TDGUS) and TDBUSH
●
●
●
●
-
Order.
-
the effectiveness of the corporate governance, board and U.S. management structure, and staffing needs at TD Bank, TDGUS, and
TDBUSH and draft a written report of findings and recommendations, which will be provided to the FRB and to the Office of the
Superintendent of Financial Institutions (OSFI) at the same time it is provided to the Boards of TD Bank and TDGUS. Submit to the FRB and
OSFI a written board oversight plan that is designed to address the findings and recommendations in the report and that describes the
actions the Boards of TD Bank and TDGUS will take to strengthen the management and corporate governance structure of TD Bank,
TDGUS, and TDBUSH.
-
States to operate under the oversight of the Boards. The Remediation Office will be responsible for several undertakings pursuant to the
Order.
-
to the FRB, including a timeline for implementation. The U.S. Law Compliance Program related obligations include, among other
requirements, the relocation to the U.S. the part of the TD Bank, TDGUS, and TDBUSH compliance function that is responsible for
establishing and maintaining compliance with the applicable BSA/AML requirements by the branches, affiliates, and global business lines of
TD Bank, TDGUS, and TDBUSH.
-
BSA/AML compliance elements of the U.S. Law Compliance Program. The independent third party will be responsible for preparing a written
report of findings and recommendations, which will be provided to the FRB at the same time it is provided to the Boards. TD Bank, TDGUS,
and TDBUSH must submit a written plan that is designed to fully address the findings and recommendations in the report and that describes
the actions that will be taken to strengthen compliance with the applicable BSA/AML requirements.
-
any other capital distribution, the Boards must certify to the FRB that the appropriate resources and staffing have been allocated to
remediation, as required by the Order.
-
any individual as an officer, employee, agent, consultant, or contractor who participated in, was subject to formal discipline, or was
separated or terminated in connection with the underlying described in the Order.
-
and schedule to implement specific remedial actions to be taken, and the results thereof. Pursuant to the Order, the written OCC progress
reports will be sent to the FRB.
Remediation of U.S. BSA/AML Program
As described in the DOJ Statement of Facts, between January 2014 and October 2023, the U.S. Bank’s BSA/AML Program had long-term, pervasive, and
systemic deficiencies and the U.S. Bank (a) failed to substantively update, and severely limited the types of activity screened through, the transaction monitoring
system, and (b) failed to adequately train employees who served as the first line of defense against money laundering. TDBNA’s failure to effectively manage its
employee risk also contributed to insider misconduct. In addition, as noted in the OCC Consent Order, deficiencies in the U.S. Bank’s BSA/AML Program included
deficiencies related to: internal controls and risk management practices; risk assessments; customer due diligence; customer risk ratings; suspicious activity
identification, evaluation, and reporting; governance; staffing; independent testing; and training, among others. There was a systemic breakdown in the policies,
procedures, and processes to identify and report suspicious activity.
The Bank is focused on remediating its U.S. BSA/AML program to meet the requirements of the Global Resolution, and it has organized its remediation efforts
consistent with the requirements of the Global Resolution. The redesign of the U.S. BSA/AML program is focused on improvements to capabilities across five core
pillars, namely: (i) People and Talent, (ii) Governance and Structure, (iii) Policy and Risk Assessment, (iv) Process and Control, and (v) Data and Technology.
Progress to date on the remediation includes:
(i) People and Talent: The Bank has overhauled its U.S. BSA/AML program resourcing across all three lines of defence. The Bank has established a
dedicated and expanded U.S. Financial Crime Risk Management leadership team and structure, with emphasis on specific experience and subject matter
expertise, including the appointment of the BSA Officer as required by the OCC order. The Bank has also created and hired new resources across the first
line of defence with years of risk management and control experience, particularly in Financial Crime areas. The Internal Audit function has also been
further developed to include resources with specialized testing experience in the domain as well as specific to remediation validation work.
(ii) Governance and Structure: The Bank has strengthened its oversight structure and accountability across all three lines of defence, including the risk
management and audit functions, and has established a dedicated committee at the U.S. boards (the “U.S. Compliance Committee”) as well as a
dedicated committee of the Bank’s Board of Directors (the “Remediation Committee”) for remediation oversight. In addition, the Bank has established an
executive U.S. Remediation Office, which will be responsible for overseeing the execution of the remediation program and engaging with the U.S.
regulators in relation to the actions required to be taken by the Bank under the Global Resolution. The Bank also anticipates that the monitorship will be
appointed in fiscal 2025
2
.
(iii) Policy and Risk Assessment: The Bank has introduced new standards with the goal of enhancing capabilities to measure financial crime risk more
effectively. Specifically, new risk limits have been designed and implemented, and changes to certain risk assessment processes were introduced to help
highlight specific products and areas of specific risk.
(iv) Process and Control: The Bank has enhanced customer onboarding procedures for cash intensive clients. In addition, the Bank has added additional
transactions to the Bank’s monitoring system and added new scenarios to help increase the detection of potentially suspicious activity across its products
2
monitorship is not entirely within the Bank’s control.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 9
and services. The Bank has also implemented role-based targeted training and enhanced Bank-wide general training to reinforce understanding and
accountability.
(v) Data and Technology: The Bank has deployed new data-driven technology solutions and has deployed the first phases of an enhanced transaction
monitoring platform. The new system has an enhanced data model and new capabilities to modernize and manage the Bank’s detection proficiency into
the future. Advanced analytics have been introduced to improve the speed of investigation activities, and to do proactive modeling of current risks that
impact the Bank.
With the talent, governance, structure, and policy foundations in place, the Bank expects to have the majority of its management remediation actions implemented
in calendar 2025, with additional management actions planned for calendar 2026. In addition, sustainability and testing activities are planned for calendar 2026
and calendar 2027. The Bank is also targeting to have the Suspicious Activity Report lookback to be completed in 2027 per the FinCEN Consent Order. All
management remediation actions will be subject to validation by the Bank’s internal audit function, followed by the review and acceptance by the appointed
monitor, demonstrated sustainability, and, ultimately, the review and approval of the Bank’s U.S. banking regulators and the DOJ. The following graph illustrates
the Bank’s expected remediation plan and progress.
The Bank’s remediation timeline is based on the Bank’s current plans, as well as assumptions related to the duration of planning activities, including the
completion of external benchmarking and lookback reviews. The Bank’s ability to meet its planned remediation milestones assumes that the Bank will be able to
successfully execute against its U.S. BSA/AML remediation program plan, which is subject to inherent risks and uncertainties including the Bank’s ability to attract
and retain key employees, the ability of third parties to deliver on their contractual obligations, and the successful development and implementation of required
technology solutions. Furthermore, the execution of the U.S. BSA/AML remediation plan, including these planned milestones, will not be entirely within the Bank’s
control including because of (i) the requirement to obtain regulatory approval or non-objection before proceeding with various steps, and (ii) the requirement for the
various deliverables to be acceptable to the regulators and/or the monitors. For additional information on the risks associated with the remediation of the Bank’s
U.S. BSA/AML program, see “Risk Factors That May Affect Future Results – Global Resolution of the Investigations into the Bank’s U.S. BSA/AML Program”.
For information about estimated U.S. BSA/AML remediation and governance and control expenses for the 2025 fiscal year, see the “Key Priorities for 2025”
section of the U.S. Retail segment; for additional information about the Bank’s AML governance framework, see the “Managing Risk” section; and for information
about the risks associated with the remediation of the Bank’s U.S. BSA/AML program, see the “Risk Factors That May Affect Future Results – Global Resolution of
the Investigations into the Bank’s U.S. BSA/AML Program” section.
Assessment and Strengthening of the Bank’s Enterprise AML Program
The Bank is undertaking several improvements to the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions Programs (“Enterprise AML Program”).
These improvements are made in the context of the Bank’s 2023 annual assessment of its Enterprise AML Program, which was rated unsatisfactory as of October
31, 2023. The depth and severity of U.S. BSA/AML program deficiencies contributed to the effectiveness rating of the Enterprise AML Program. Moreover, during
fiscal 2024, Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) undertook a compliance examination of certain aspects of the Bank’s AML
program in Canada. FINTRAC imposed an administrative monetary penalty of $9.2 million and issued five violations: (i) FINTRAC found that TD failed to file
suspicious transaction reports (STRs) in 20 of the cases it had reviewed and (ii) FINTRAC issued four inter-related violations that primarily stemmed from the
Bank’s failure to properly identify (i.e., assess and document) its full population of high-risk customers. Based on the Bank’s work to date, the Bank (a) has not
identified issues to the same extent in Canada, Europe or Asia as in the U.S., and (b) has not experienced the same severe AML-related events in Canada,
Europe or Asia as those experienced in the U.S. However, the Bank has concluded that most of the pervasive AML related issues in the U.S. are, to a varying
extent, also applicable to certain aspects of the Enterprise AML Program outside the U.S. The Bank has identified a number of areas in the Enterprise AML
Program outside the U.S. that require improvement. Common themes requiring attention relate to governance and oversight of various components of the
Enterprise AML Program, quality of reporting to senior management and the board of directors, quality control processes, adequacy of procedures in targeted
areas, operational deficiencies in respect of high-risk customers, and certain aspects of transaction monitoring.
Improvements to the Enterprise AML Program outside the U.S. are underway, with corresponding investments and resourcing in place across all three lines of
defence, including key technology initiatives, to ensure the Bank can address these deficiencies. The Bank is also applying learnings obtained from the
deficiencies identified in its U.S. BSA/AML program to its Enterprise AML Program outside the U.S. In particular, these improvements to the Enterprise AML
Program outside the U.S. fall under three main categories:
●
Tactical Enhancements: The Bank has launched the implementation of a number of operational and business process enhancements across the
enterprise, where necessary, that are similar to the initial enhancements made to its U.S. BSA/AML program. These enhancements are intended to
provide interim risk mitigation and strengthen the control environment in specific key areas.
●
Strategic Enhancements: A detailed plan has been developed to upgrade the Enterprise AML Program outside the U.S. and address the areas that require
improvement, with ongoing updates.
●
FINTRAC to address the FINTRAC violations and ensure compliance with regulatory expectations.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 10
Similar to the U.S. BSA/AML remediation program, the FINTRAC remediation and other planned strategic enhancements of the Enterprise AML Program outside
the U.S. are organized under five core pillars:
i. People & Talent: Similar to investments made in the U.S., the Bank has recruited AML program leadership and talent with a focus on deep subject matter
expertise, with additional recruitment underway.
ii. Governance & Structure: The Bank is redefining its enterprise AML governance approach, including strengthening oversight structure and reporting across
all three lines of defense.
iii. Policy & Risk Assessment: Similar to the changes being made in the U.S., new enterprise standards and capabilities are being updated to measure
financial crime risk more effectively, and strengthen oversight across key areas of the program, including high risk and high cash customer activity.
iv. Process & Control: The Bank is in the process of enhancing enterprise customer onboarding procedures, updating approaches to transaction and
customer monitoring, and implementing training to support enhanced processes and reinforce accountability.
v. Data & Technology: The Bank has established an enhancement plan to deliver new technology solutions with stronger detection and data management
capabilities, advanced analytics, new scenarios, and modelling capabilities.
Based on the Bank’s current plans, the majority of the above-mentioned remediation and enhancement actions are anticipated to be implemented by the Bank by
the end of calendar 2025, and will then be subject to internal review, challenge, and validation of the activities. See “Remediation of U.S. BSA/AML Program” for
U.S. BSA/AML remediation timeline.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 11
Impact on the Bank’s Financial Performance Objectives
Reflecting a challenging macroeconomic environment and the impact of the resolution of investigations related to the Bank’s AML program, in fiscal 2024, the
Bank did not meet the Bank’s medium-term financial targets to attain 7-10% adjusted EPS growth (the Bank’s fiscal 2024 adjusted EPS growth was -1.3%), a
16%+ return on equity (the Bank’s fiscal 2024 adjusted return on equity was 13.6%), and a positive operating leverage
3
net of insurance service expense, and adjusted expense growth were 7.1% and 10.5%, respectively).
The Bank expects that fiscal 2025 will be a transition year, is prioritizing the investments and work that are required to meet its regulatory commitments, and
expects that elevated risk and control expenses will negatively impact earnings during the 2025 fiscal year. In addition, the Bank continues to invest in its
businesses. Accordingly, for fiscal 2025, it will be challenging for the Bank to generate earnings growth. The Bank does not expect to meet the following three
previously disclosed medium-term financial targets in fiscal 2025: 7-10% adjusted EPS growth, 16%+ return on equity and positive operating leverage.
The Bank is currently undertaking a broad-based strategic review and will reassess organic opportunities and priorities, productivity and efficiency initiatives, and
capital allocation alternatives, with the objective of delivering competitive returns for our shareholders. As a result of this review, the Bank is suspending the
following medium-term financial targets: 7-10% adjusted EPS growth, 16%+ return on equity and positive operating leverage. The Bank expects to provide
updates on its strategic review, and on the Bank's medium-term financial targets, in the second half of 2025. The Bank remains confident in the earnings growth
potential of its Canadian Personal & Commercial Banking, Wealth Management & Insurance and Wholesale Banking segments. While the Bank expects that its
balance sheet restructuring activities in the U.S. Retail segment and U.S. AML remediation will impact the U.S. Retail segment, it remains committed to the US
market and confident in the strength of the US franchise.
As a result of the Bank’s investments in its risk and control infrastructure and investments supporting business growth, including employee-related expenses, net
of expected productivity and restructuring run-rate savings, the Bank expects that expense growth for the 2025 fiscal year will be in the range of 5-7%
4
.
Impact on the Bank’s U.S. Priorities
The U.S. Retail segment’s top priority remains remediating the U.S. BSA/AML program and strengthening the governance and control environment. In addition, to
help ensure we can continue to support our customers’ financial needs in the U.S. while not exceeding the limitation on the combined total assets of the U.S. Bank,
the Bank is focused on executing multiple balance sheet restructuring actions in fiscal 2025. Refer to the “Key Priorities for 2025” section of the U.S. Retail
segment section for additional information, including the loss associated with the balance sheet restructuring actions which is treated as an item of note in the U.S.
Retail segment results.
Impact on the Bank’s Operations
The plea agreements have resulted in one TD entity being disqualified from serving as an investment adviser or underwriter to registered investment companies in
the United States, which has required TD to seek a waiver from the U.S. Securities and Exchange Commission (“SEC”) and implement interim arrangements until
a waiver is obtained. Another TD entity has become disqualified from relying on the U.S. Department of Labor’s “qualified professional asset manager” exemption
for purposes of providing asset management services to employee benefit plans subject to the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”).
As a result, TD is relying on alternative exemptions for purposes of ERISA compliance, which are expected to allow TD to continue to operate these businesses
without disruption. In addition, TD has made minor modifications to its U.S. registered securities programs. None of these changes had a material impact on the
Bank’s fourth quarter of 2024 results.
The terms of the Global Resolution and the financial, operational and business impact that those terms have had on the Bank have led to the Bank exceeding
certain internal risk metrics, resulting in additional escalation and monitoring activities within the Bank, including with respect to the Bank’s remediation activities.
b)
Restructuring Charges
The Bank continued to undertake certain measures in 2024 to reduce its cost base and achieve greater efficiency. In connection with these measures, the Bank
incurred $566 million of restructuring charges for the year ended October 31, 2024 (October 31, 2023 – $363 million), which primarily relate to employee
severance and other personnel-related costs and real estate optimization. This restructuring program concluded in the third quarter of 2024.
c) Federal Deposit Insurance Corporation Special Assessment
On November 16, 2023, the Federal Deposit Insurance Corporation (FDIC) announced a final rule that implements a special assessment to recover the losses to
the Deposit Insurance Fund arising from the protection of uninsured depositors during the U.S. bank failures in the spring of 2023. The special assessment
resulted in the recognition of $411 million (US$300 million) pre-tax in non-interest expenses in the first quarter of fiscal 2024.
On February 23, 2024, the FDIC notified all institutions subject to the special assessment that its estimate of total losses increased compared to the amount
communicated with the final rule in November 2023. Accordingly, the Bank recognized an additional expense for the special assessment of $103 million
(US$75 million)
in the second quarter of fiscal 2024. During the fourth quarter of fiscal 2024, the Bank updated the special assessment estimate based on actual
invoices received during the year and recognized an expense recovery of $72 million (US$52 million).
The final amount of the Bank’s special assessment may be further updated as the FDIC determines the actual losses to the Deposit Insurance Fund.
d) Sale of Schwab Common Shares
On August 21, 2024, the Bank sold 40.5 million shares of common stock of The Charles Schwab Corporation (“Schwab”) for proceeds of approximately $3.4 billion
(US$2.5 billion). The share sale reduced the Bank’s ownership interest in Schwab from 12.3% to 10.1%. The Bank recognized approximately $1.0 billion
(US$0.7 billion) as other income (net of $0.5 billion (US$0.4 billion) loss from accumulated other comprehensive income (AOCI), reclassified to earnings), in the
fourth quarter of fiscal 2024.
3
currency) net of insurance service expense, and adjusted expenses (U.S. Retail in US$) grossed up by the retailer program partners' share of PCL for the Bank's U.S. strategic card
portfolio. Collectively, these adjustments provide a measure of operating leverage that management believes is more reflective of underlying business performance.
4
and productivity and restructuring savings. These assumptions are subject to inherent uncertainties and may vary based on factors both within and outside the Bank’s control including the
accuracy of the Bank’s employee compensation and benefit expense forecasts, impact of business performance on variable compensation, inflation, the pace of productivity initiatives
across the organization, and unexpected expenses such as legal matters. Refer to the “Risk Factors that May Affect Future Results” section in the Bank’s 2024 MD&A for additional
information about risks and uncertainties that may impact the Bank’s estimates.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 12
HOW WE PERFORMED
ECONOMIC SUMMARY AND OUTLOOK
The global economy remains on track for a modest slowdown in calendar 2024, as high interest rates continue to weigh on growth. Alongside slower growth,
inflation across the G-7 has cooled, and central banks have started to lower interest rates. TD Economics expects future interest rate reductions to be gradual, as
central banks assess how growth and inflation respond. In addition, the evolution of geopolitical risks maintains a degree of uncertainty on both the economic
outlook and the inflation trajectory.
The U.S. economy has continued to grow at a solid pace in calendar 2024 supported by resilient consumer spending and strength in business investment. High
borrowing costs have curtailed residential investment, which has weighed on overall growth. With U.S. domestic demand outpacing many of its advanced economy
peers, import growth has also run ahead of exports, leading to little support to growth from international trade.
Based on the October 2024 data, the U.S. job market has stabilized recently, with the unemployment rate at 4.1%, up modestly from a year ago. This can be
characterized as a normalization following tight conditions that persisted for longer than expected after the pandemic. The U.S. economy carries the markings of a
“soft landing” that is allowing inflation pressures to gradually drift lower and opened the door to interest rate cuts by the U.S. Federal Reserve. The U.S. central
bank lowered its policy rate by half a point in September and another quarter point in October.
TD Economics expects the U.S. Federal Reserve to continue to lower interest rates over the next year. However, the pace of interest rate reductions has
become more uncertain following the November election. Given the likelihood of increased tariffs under the new administration, and the potential for tax cuts, the
risk that inflation experiences renewed upward pressure has increased. This could slow the pace of interest rate reductions. TD Economics expects the federal
funds rate to be lowered to 3.25-3.50% by the end of calendar 2025 – a level that is still on the restrictive side.
After Canada’s economy slowed notably in calendar 2023, strong population gains have lifted economic growth in the first half of calendar 2024. Population
increases have also contributed to labour force growth outpacing job creation, taking the unemployment rate higher and cooling labour market conditions. The
unemployment rate was 6.5% in October, above its pre-pandemic level, but still below its long-run average. Looking ahead, TD Economics expects population
growth to slow sharply over the next few years as the federal government reduced its targets for permanent and non-permanent residents. The negative impact of
the weaker population inflows on consumer spending and housing activity is likely to be more than offset by the boost to activity from lower interest rates. As such,
TD Economics forecasts a modest pickup in overall economic growth in calendar 2025 from this year’s estimated tepid rate of around 1%.
As a result of favourable inflation dynamics alongside a softening economy, the Bank of Canada has cut interest rates four times in calendar 2024, taking the
overnight rate to 3.75% in October. TD Economics expects the Bank of Canada to continue lowering interest rates over the next year, reaching between 2.25% to
2.50% by the end of calendar 2025. Interest rates differentials between Canada and the U.S. have widened, weakening the Canadian dollar. TD Economics
expects the Canadian dollar will trade in the 71 to 73 U.S. cent range over the next few quarters.
HOW THE BANK REPORTS
The Bank prepares its Consolidated Financial Statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with IFRS as
“reported” results.
Non-GAAP and Other Financial Measures
In addition to reported results, the Bank also presents certain financial measures, including non-GAAP financial measures that are historical, non-GAAP ratios,
supplementary financial measures and capital management measures, to assess its results. Non-GAAP financial measures, such as “adjusted” results, are utilized
to assess the Bank’s businesses and to measure the Bank’s overall performance. To arrive at adjusted results, the Bank adjusts for “items of note”, from reported
results. Items of note are items which management does not believe are indicative of underlying business performance and are disclosed in Table 3. Non-GAAP
ratios include a non-GAAP financial measure as one or more of its components. Examples of non-GAAP ratios include adjusted basic and diluted earnings per
share (EPS), adjusted dividend payout ratio, adjusted efficiency ratio, and adjusted effective income tax rate. The Bank believes that non-GAAP financial
measures and non-GAAP ratios provide the reader with a better understanding of how management views the Bank’s performance. Non-GAAP financial measures
and non-GAAP ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers.
Supplementary financial measures depict the Bank’s financial performance and position, and capital management measures depict the Bank’s capital position, and
both are explained in this document where they first appear.
U.S. Strategic Cards
The Bank’s U.S. strategic cards portfolio is comprised of agreements with certain U.S. retailers pursuant to which TD is the U.S. issuer of private label and co-
branded consumer credit cards to their U.S. customers. Under the terms of the individual agreements, the Bank and the retailers share in the profits generated by
the relevant portfolios after credit losses. Under IFRS, TD is required to present the gross amount of revenue and provisions for credit losses (PCL) related to
these portfolios in the Bank’s Consolidated Statement of Income. At the segment level, the retailer program partners’ share of revenues and credit losses is
presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to
Corporate’s reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and credit losses
attributable to TD under the agreements.
Investment in The Charles Schwab Corporation and IDA Agreement
On August 21, 2024, the Bank sold 40.5 million shares of common stock of Schwab for proceeds of approximately $3.4 billion (US$2.5 billion). The share sale
reduced the Bank’s ownership interest in Schwab from 12.3% to 10.1%. The Bank recognized approximately $1.0 billion (US$0.7 billion) as other income (net of
$0.5 billion (US$0.4 billion) loss from AOCI reclassified to earnings), in the fourth quarter of fiscal 2024.
The Bank accounts for its investment in Schwab using the equity method. The U.S. Retail segment reflects the Bank’s share of net income from its investment
in Schwab. The Corporate segment net income (loss) includes amounts for amortization of acquired intangibles, the acquisition and integration charges related to
the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab. The Bank’s share of Schwab’s earnings available to
common shareholders is reported with a one-month lag. For further details, refer to Note 12 of the 2024 Consolidated Financial Statements.
On November 25, 2019, the Bank and Schwab signed an insured deposit account agreement (the “2019 Schwab IDA Agreement”), with an initial expiration
date of July 1, 2031. Under the 2019 Schwab IDA Agreement, starting July 1, 2021, Schwab had the option to reduce the deposits by up to US$10 billion per year
(subject to certain limitations and adjustments), with a floor of US$50 billion. In addition, Schwab requested some further operational flexibility to allow for the
sweep deposit balances to fluctuate over time, under certain conditions and subject to certain limitations.
On May 4, 2023, the Bank and Schwab entered into an amended insured deposit account agreement (the “2023 Schwab IDA Agreement” or the “Schwab IDA
Agreement”), which replaced the 2019 Schwab IDA Agreement. Pursuant to the 2023 Schwab IDA Agreement, the Bank continues to make sweep deposit
accounts available to clients of Schwab. Schwab designates a portion of the deposits with the Bank as fixed-rate obligation amounts (FROA). Remaining deposits
are designated as floating-rate obligations. In comparison to the 2019 Schwab IDA Agreement, the 2023 Schwab IDA Agreement extends the initial expiration date
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 13
by three years to July 1, 2034 and provides for lower deposit balances in its first six years, followed by higher balances in the later years. Specifically, until
September 2025, the aggregate FROA will serve as the floor. Thereafter, the floor will be set at US$60 billion. In addition, Schwab had the option to buy down up
to $6.8 billion (US$5 billion) of FROA by paying the Bank certain fees in accordance with the 2023 Schwab IDA Agreement, subject to certain limits.
By the end of the first quarter of fiscal 2024, Schwab had fully exercised its option buy down up to US$5 billion of FROA and had paid a total of $337 million
(US$250 million) in termination fees to the Bank in accordance with the 2023 Schwab IDA Agreement. The fees were intended to compensate the Bank for losses
incurred from discontinuing certain hedging relationships and for lost revenues. The net impact was recorded in net interest income. Refer to the “Related Party
Transactions” section in the Bank’s 2024 MD&A for further details.
The following table provides the operating results on a reported basis for the Bank.
TABLE 2: OPERATING RESULTS – Reported
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Net interest income
$
7,940
$
7,579
$
7,494
$
30,472
$
29,944
Non-interest income
1
7,574
6,597
5,684
26,751
20,746
Total revenue
1
15,514
14,176
13,178
57,223
50,690
Provision for (recovery of) credit losses
1,109
1,072
878
4,253
2,933
Insurance service expenses
1
2,364
1,669
1,346
6,647
5,014
Non-interest expenses
1
8,050
11,012
7,628
35,493
29,855
Income before income taxes and share of net income from
investment in Schwab
1
3,991
423
3,326
10,830
12,888
Provision for (recovery of) income taxes
1
534
794
616
2,691
3,118
Share of net income from investment in Schwab
178
190
156
703
864
Net income (loss) – reported
1
3,635
(181)
2,866
8,842
10,634
Preferred dividends and distributions on other equity instruments
193
69
196
526
563
Net income (loss) available to common shareholders
1
$
3,442
$
(250)
$
2,670
$
8,316
$
10,071
1
For the three and twelve months ended October 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for
further details.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 14
The following table provides a reconciliation between the Bank’s adjusted and reported results. For further details refer to the “Significant Events” or “How the Bank
Reports” section.
TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation of Adjusted to Reported Net Income
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Operating results – adjusted
Net interest income
1,2
$
8,034
$
7,641
$
7,558
$
30,749
$
30,394
Non-interest income
1,3,4
6,863
6,597
5,684
26,040
21,643
Total revenue
3
14,897
14,238
13,242
56,789
52,037
Provision for (recovery of) credit losses
1,109
1,072
878
4,253
2,933
Insurance service expenses
3
2,364
1,669
1,346
6,647
5,014
Non-interest expenses
3,5
7,731
7,208
6,988
29,148
26,517
Income before income taxes and share of net income from
investment in Schwab
3,693
4,289
4,030
16,741
17,573
Provision for (recovery of) income taxes
695
868
779
3,355
3,651
Share of net income from investment in Schwab
6
207
225
234
891
1,073
Net income – adjusted
3
3,205
3,646
3,485
14,277
14,995
Preferred dividends and distributions on other equity instruments
193
69
196
526
563
Net income available to common shareholders – adjusted
3
3,012
3,577
3,289
13,751
14,432
Pre-tax adjustments for items of note
Amortization of acquired intangibles
7
(60)
(64)
(92)
(290)
(313)
Acquisition and integration charges related to the Schwab transaction
5,6
(35)
(21)
(31)
(109)
(149)
Share of restructuring and other charges from investment in Schwab
6
–
–
(35)
(49)
(35)
Restructuring charges
5
–
(110)
(363)
(566)
(363)
Acquisition and integration-related charges
5
(82)
(78)
(197)
(379)
(434)
Charges related to the terminated FHN acquisition
5
–
–
–
–
(344)
Payment related to the termination of the FHN transaction
5
–
–
–
–
(306)
Impact from the terminated FHN acquisition-related capital hedging strategy
1
(59)
(62)
(64)
(242)
(1,251)
Impact of retroactive tax legislation on payment card clearing services
4
–
–
–
–
(57)
Gain on sale of Schwab shares
4
1,022
–
–
1,022
–
U.S. balance sheet restructuring
4
(311)
–
–
(311)
–
Indirect tax matters
2,5
(226)
–
–
(226)
–
Civil matter provision/Litigation settlement
4,5
–
–
–
(274)
(1,642)
FDIC special assessment
5
72
–
–
(442)
–
Global resolution of the investigations into the Bank’s U.S. BSA/AML program
5
(52)
(3,566)
–
(4,233)
–
Less: Impact of income taxes
Amortization of acquired intangibles
(8)
(8)
(9)
(41)
(42)
Acquisition and integration charges related to the Schwab transaction
(9)
(3)
(5)
(23)
(25)
Restructuring charges
–
(29)
(97)
(150)
(97)
Acquisition and integration-related charges
(18)
(18)
(36)
(82)
(89)
Charges related to the terminated FHN acquisition
–
–
–
–
(85)
Impact from the terminated FHN acquisition-related capital hedging strategy
(14)
(16)
(16)
(60)
(308)
Impact of retroactive tax legislation on payment card clearing services
–
–
–
–
(16)
U.S. balance sheet restructuring
(77)
–
–
(77)
–
Indirect tax matters
(53)
–
–
(53)
–
Civil matter provision/Litigation settlement
–
–
–
(69)
(456)
FDIC special assessment
18
–
–
(109)
–
Canada Recovery Dividend (CRD) and federal tax rate increase for fiscal 2022
8
–
–
–
–
585
Total adjustments for items of note
430
(3,827)
(619)
(5,435)
(4,361)
Net income (loss) available to common shareholders – reported
3
$
3,442
$
(250)
$
2,670
$
8,316
$
10,071
1
Prior to May 4, 2023, the impact shown covers periods before the termination of the FHN transaction and includes the following components, reported in the Corporate segment: i) mark-to-market gains (losses) on interest
rate swaps recorded in non-interest income – 2023: ($1,386) million, ii) basis adjustment amortization related to de-designated fair value hedge accounting relationships, recorded in net interest income – 2023: $262
million, and iii) interest income (expense) recognized on the interest rate swaps, reclassified from non-interest income to net interest income with no impact to total adjusted net income – 2023: $585 million. After the
termination of the merger agreement, the residual impact of the strategy is reversed through net interest income – Q4 2024: ($59) million, Q3 2024: ($62) million, 2024: ($242) million, Q4 2023: ($64) million, 2023: ($127)
million.
2
i.
Indirect tax matters – Q4 2024: $35 million, 2024: $35 million, reported in the Corporate segment. Refer to “Taxes” in the “Financial Results Overview” section in the Bank’s 2024 MD&A for further details.
3
For the three and twelve months ended October 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for further details.
4
i. Impact of retroactive tax legislation on payment card clearing services – 2023: $57 million, reported in the Corporate segment;
ii. The Bank sold 40.5 million shares of common stock of Schwab and recognized a gain on the sale – Q4 2024: $1,022 million, 2024: $1,022 million, reported in the Corporate segment;
iii. U.S. balance sheet restructuring – Q4 2024: $311 million, 2024: $311 million, reported in the U.S. Retail segment; and
iv.
Stanford litigation settlement – 2023: $39 million. This reflects the foreign exchange loss and is reported in the Corporate segment.
5
Adjusted non-interest expenses exclude the following items of note:
i. Amortization of acquired intangibles – Q4 2024: $33 million, Q3 2024: $34 million, 2024: $172 million, Q4 2023: $62 million, 2023: $193 million, reported in the Corporate segment;
ii. The Bank’s own acquisition and integration charges related to the Schwab transaction – Q4 2024: $33 million, Q3 2024: $16 million, 2024: $88 million, Q4 2023: $18 million, 2023: $95 million, reported in the
Corporate segment;
iii. Restructuring charges – Q3 2024: $110 million, 2024: $566 million, Q4 2023: $363 million, 2023: $363 million, reported in the Corporate segment;
iv. Acquisition and integration-related charges – Q4 2024: $82 million, Q3 2024: $78 million, 2024: $379 million, Q4 2023: $197 million, 2023: $434 million, reported in the Wholesale segment;
v. Charges related to the terminated FHN acquisition – 2023: $344 million, reported in the U.S. Retail segment;
vi. Payment related to the termination of the FHN transaction – 2023: $306 million, reported in the Corporate segment;
vii. Indirect tax matters – Q4 2024: $191 million, 2024: $191 million, reported in the Corporate segment. Refer to “Taxes” in the “Financial Results Overview” section in the Bank’s 2024 MD&A for further details;
viii. Civil matter provision/Litigation settlement – 2024: $274 million in respect of a civil matter, 2023: $1,603 million in respect of the Stanford litigation settlement, reported in the Corporate segment;
ix. FDIC special assessment – Q4 2024: ($72) million, 2024: $442 million, reported in the U.S. Retail segment; and
x. Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q4 2024: $52 million, Q3 2024: $3,566 million, 2024: $4,233 million, reported in the U.S. Retail segment.
6
Adjusted Share of net income from investment in Schwab excludes the following items of note on an after-tax basis. The earnings impact of these items is reported in the Corporate segment:
i. Amortization of Schwab-related acquired intangibles – Q4 2024: $27 million, Q3 2024: $30 million, 2024: $118 million, Q4 2023: $30 million, 2023: $120 million;
ii. The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade – Q4 2024: $2 million, Q3 2024: $5 million, 2024: $21 million, Q4 2023: $13 million, 2023:
$54 million;
iii. The Bank’s share of restructuring charges incurred by Schwab – 2024: $27 million; Q4 2023: $35 million, 2023: $35 million; and
iv.
The Bank’s share of the FDIC special assessment charge incurred by Schwab – 2024: $22 million.
7
Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and business combinations, including the after-tax amounts for amortization of acquired intangibles relating to the Share
of net income from investment in Schwab, reported in the Corporate segment. Refer to footnotes 5 and 6 for amounts.
8
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 15
TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE
1
(Canadian dollars)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Basic earnings (loss) per share – reported
2
$
1.97
$
(0.14)
$
1.48
$
4.73
$
5.53
Adjustments for items of note
(0.25)
2.19
0.34
3.09
2.39
Basic earnings per share – adjusted
2
$
1.72
$
2.05
$
1.82
$
7.82
$
7.92
Diluted earnings (loss) per share – reported
2
$
1.97
$
(0.14)
$
1.48
$
4.72
$
5.52
Adjustments for items of note
(0.25)
2.19
0.34
3.09
2.39
Diluted earnings per share – adjusted
2
$
1.72
$
2.05
$
1.82
$
7.81
$
7.91
1
rounding.
2
Statements for further details.
TABLE 5: NON-GAAP FINANCIAL MEASURES – Reconciliation of Reported to Adjusted Provision for Income Taxes
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Provision for income taxes – reported
1
$
534
$
794
$
616
$
2,691
$
3,118
Total adjustments for items of note
161
74
163
664
533
Provision for income taxes – adjusted
1,2
$
695
$
868
$
779
$
3,355
$
3,651
Effective income tax rate – reported
1
13.4
%
187.7
%
18.5
%
24.8
%
24.2
%
Effective income tax rate – adjusted
1,2
18.8
20.2
19.3
20.0
20.8
1
Statements for further details.
2
RETURN ON COMMON EQUITY
The consolidated Bank ROE is calculated as reported net income available to common shareholders as a percentage of average common equity. The
consolidated Bank adjusted ROE is calculated as adjusted net income available to common shareholders as a percentage of average common equity. Adjusted
ROE is a non-GAAP ratio and can be utilized in assessing the Bank’s use of equity.
ROE for the business segments is calculated as the segment net income available to common shareholders as a percentage of average allocated capital. The
Bank’s methodology for allocating capital to its business segments is largely aligned with the common equity capital requirements under Basel III. Capital allocated
to the business segments increased to 11.5% of Common Equity Tier 1 (CET1) Capital effective in the first quarter of 2024, compared with 11% in fiscal 2023.
TABLE 6: RETURN ON COMMON EQUITY
1
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Average common equity
1
$
102,051
$
100,677
$
100,998
$
100,979
$
101,608
Net income (loss) available to common shareholders – reported
1
3,442
(250)
2,670
8,316
10,071
Items of note, net of income taxes
(430)
3,827
619
5,435
4,361
Net income available to common shareholders – adjusted
1
$
3,012
$
3,577
$
3,289
$
13,751
$
14,432
Return on common equity – reported
1
13.4
%
(1.0)
%
10.5
%
8.2
%
9.9
%
Return on common equity – adjusted
1
11.7
14.1
12.9
13.6
14.2
1
For the three and twelve months ended October 31 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial
Statements.
RETURN ON TANGIBLE COMMON EQUITY
Tangible common equity (TCE) is calculated as common shareholders’ equity less goodwill, imputed goodwill and intangibles on the investments in Schwab and
other acquired intangible assets, net of related deferred tax liabilities. ROTCE is calculated as reported net income available to common shareholders after
adjusting for the after-tax amortization of acquired intangibles, which are treated as an item of note, as a percentage of average TCE. Adjusted ROTCE is
calculated using reported net income available to common shareholders, adjusted for all items of note, as a percentage of average TCE. TCE, ROTCE, and
adjusted ROTCE can be utilized in assessing the Bank’s use of equity. TCE is a non-GAAP financial measure, and ROTCE and adjusted ROTCE are non-GAAP
ratios.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 16
TABLE 7: RETURN ON TANGIBLE COMMON EQUITY
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31
July 31
October 31
October 31
October 31
2024
2024
2023
2024
2023
Average common equity
1
$
102,051
$
100,677
$
100,998
$
100,979
$
101,608
Average goodwill
18,568
18,608
18,217
18,431
17,919
Average imputed goodwill and intangibles on
investments in Schwab
5,328
6,087
6,094
5,836
6,127
Average other acquired intangibles
2
508
544
635
560
584
Average related deferred tax liabilities
(230)
(228)
(114)
(230)
(154)
Average tangible common equity
1
77,877
75,666
76,166
76,382
77,132
Net income (loss) available to common
shareholders – reported
1
3,442
(250)
2,670
8,316
10,071
Amortization of acquired intangibles, net of income taxes
52
56
83
249
271
Net income (loss) available to common
shareholders adjusted for amortization of
acquired intangibles, net of income taxes
1
3,494
(194)
2,753
8,565
10,342
Other items of note, net of income taxes
(482)
3,771
536
5,186
4,090
Net income available to common
shareholders – adjusted
1
$
3,012
$
3,577
$
3,289
$
13,751
$
14,432
Return on tangible common equity
1
17.8
%
(1.0)
%
14.3
%
11.2
%
13.4
%
Return on tangible common equity – adjusted
1
15.4
18.8
17.1
18.0
18.7
1
For the three and twelve months ended October 31 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial
Statements.
2
Excludes intangibles relating to software and asset servicing rights.
IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS
The following table reflects the estimated impact of foreign currency translation on key U.S. Retail segment income statement items. The impact is calculated as
the difference in translated earnings using the average US to Canadian dollars exchange rates in the periods noted.
TABLE 8: IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31, 2024 vs.
October 31, 2024 vs.
October 31, 2023
October 31, 2023
Increase (Decrease)
Increase (Decrease)
U.S. Retail Bank
Total revenue – reported
$
17
$
126
Total revenue – adjusted
1
19
128
Non-interest expenses – reported
11
166
Non-interest expenses – adjusted
1
11
70
Net income – reported, after-tax
3
(57)
Net income – adjusted, after-tax
1
5
39
Share of net income from investment in Schwab
2
2
6
U.S. Retail segment net income – reported, after-tax
5
(51)
U.S. Retail segment net income – adjusted, after-tax
1
7
45
Earnings per share (Canadian dollars)
Basic – reported
$
–
$
(0.03)
Basic – adjusted
1
–
0.02
Diluted – reported
–
(0.03)
Diluted – adjusted
1
–
0.02
1
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document.
2
Share of net income from investment in Schwab and the foreign exchange impact are reported with a one-month lag.
Average foreign exchange rate (equivalent of CAD $1.00)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2024
2023
2024
2023
U.S. dollar
0.733
0.736
0.735
0.741
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 17
HOW OUR BUSINESSES PERFORMED
For management reporting purposes, the Bank’s operations and activities are organized around the following four key business segments: Canadian Personal and
Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking. The Bank’s other activities are grouped into the Corporate
segment.
Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses in that segment. Where applicable, the Bank
measures and evaluates the performance of each segment based on adjusted results and ROE, and for those segments the Bank indicates that the measure is
adjusted. For further details, refer to Note 28 of the Bank’s Consolidated Financial Statements for the year ended October 31, 2024. Effective fiscal 2024, certain
asset management businesses which were previously reported in the U.S. Retail segment are now reported in the Wealth Management and Insurance segment.
Comparative period information has been adjusted to reflect the new alignment.
PCL related to performing (Stage 1 and Stage 2) and impaired (Stage 3) financial assets, loan commitments, and financial guarantees is recorded within the
respective segment.
Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB), which means that the value of non-taxable or tax-exempt
income, including dividends, is adjusted to its equivalent before-tax value. Using TEB allows the Bank to measure income from all securities and loans consistently
and makes for a more meaningful comparison of net interest income with similar institutions. The TEB increase to net interest income and provision for income
taxes reflected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the quarter was $19 million, compared with $44 million
in the fourth quarter last year, and $27 million in the prior quarter.
Share of net income from investment in Schwab is reported in the U.S. Retail segment. Amounts for amortization of acquired intangibles, the Bank’s share of
acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade, and the Bank’s share of Schwab’s restructuring charges are recorded
in the Corporate segment.
TABLE 9: CANADIAN PERSONAL AND COMMERCIAL BANKING
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2024
2024
2023
Net interest income
$
4,058
$
3,994
$
3,705
Non-interest income
1,006
1,009
1,049
Total revenue
5,064
5,003
4,754
Provision for (recovery of) credit losses – impaired
456
338
274
Provision for (recovery of) credit losses – performing
(26)
97
116
Total provision for (recovery of) credit losses
430
435
390
Non-interest expenses
2,102
1,967
2,039
Provision for (recovery of) income taxes
709
729
646
Net income
$
1,823
$
1,872
$
1,679
Selected volumes and ratios
Return on common equity
1
32.0
%
34.1
%
35.1
%
Net interest margin (including on securitized assets)
2
2.80
2.81
2.78
Efficiency ratio
41.5
39.3
42.9
Number of Canadian Retail branches at period end
1,060
1,060
1,062
Average number of full-time equivalent staff
27,930
28,465
29,069
–
1
2
non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this document and the Glossary in the Bank’s 2024 MD&A, for
additional information about these metrics.
Quarterly comparison Q4 2024 vs. Q4 2023
Canadian Personal and Commercial Banking net income for the quarter was $1,823 million, an increase of $144 million, or 9%, compared with the fourth quarter
last year, reflecting higher revenue, partially offset by higher non-interest expenses and PCL. The annualized ROE for the quarter was 32.0%, compared with
35.1%, in the fourth quarter last year.
Revenue for the quarter was $5,064 million, an increase of $310 million, or 7%, compared with the fourth quarter last year. Net interest income was
$4,058 million, an increase of $353 million, or 10%, primarily reflecting volume growth and higher deposit margins, partially offset by lower loan margins. Average
loan volumes increased $25 billion, or 5%, reflecting 4% growth in personal loans and 6% growth in business loans. Average deposit volumes increased
$24 billion, or 5%, reflecting 6% growth in personal deposits and 4% growth in business deposits. Net interest margin was 2.80%, an increase of 2 basis points
(bps), primarily due to higher margins on deposits, partially offset by changes to balance sheet mix reflecting the transition of Bankers’ Acceptances (BAs) to
Canadian Overnight Repo Rate Average (CORRA)-based loans and lower margins on loans. Non-interest income was $1,006 million, a decrease of $43 million, or
4%, compared with the fourth quarter last year, primarily reflecting lower fees due to the transition of BAs to CORRA-based loans, the impact of which is offset in
net interest income.
PCL for the quarter was $430 million, an increase of $40 million compared with the fourth quarter last year. PCL – impaired was $456 million, an
increase of $182 million, or 66%, reflecting credit migration in the commercial and consumer lending portfolios. PCL – performing was a recovery of
$26 million, compared with a build of $116 million in the prior year. The performing release this quarter was largely recorded in the consumer lending
portfolios, reflecting improvement in the economic outlook, including the impact of lower interest rates. Total PCL as an annualized percentage of credit
volume was 0.30%, an increase of 2 bps compared with the fourth quarter last year.
Non-interest expenses for the quarter were $2,102 million, an increase of $63 million, or 3%, compared with the fourth quarter last year, primarily reflecting
higher technology and marketing spend supporting business growth, partially offset by lower non-credit provisions.
The efficiency ratio for the quarter was 41.5%, compared with 42.9% in the fourth quarter last year.
Quarterly comparison – Q4 2024 vs. Q3 2024
Canadian Personal and Commercial Banking net income for the quarter was $1,823 million, a decrease of $49 million, or 3%, compared with the prior quarter,
primarily reflecting higher non-interest expenses, partially offset by higher revenue. The annualized ROE for the quarter was 32.0%, compared with 34.1% in the
prior quarter.
Revenue increased $61 million, or 1%, compared with the prior quarter. Net interest income increased $64 million, or 2%, mainly driven by volume growth.
Average loan volumes increased $6 billion, or 1%, reflecting 1% growth in personal loans and 1% growth in business loans. Average deposit volumes increased
$7 billion, or 2%, reflecting 1% growth in personal deposits and 3% growth in business deposits. Net interest margin was 2.80%, a decrease of 1 basis point
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 18
compared with the prior quarter, primarily due to changes in balance sheet mix reflecting the transition of BAs to CORRA-based loans. Non-interest income
decreased $3 million, relatively flat compared with the prior quarter.
PCL for the quarter was $430 million, a decrease of $5 million compared with the prior quarter. PCL – impaired was $456 million, an increase of $118 million, or
35%, reflecting credit migration in the commercial and consumer lending portfolios. PCL – performing was a recovery of $26 million, compared with a build of
$97 million in the prior quarter. The performing release this quarter was largely recorded in the consumer lending portfolios, reflecting improvement in the
economic outlook, including the impact of lower interest rates. Total PCL as an annualized percentage of credit volume was 0.30%, flat compared with the prior
quarter.
Non-interest expenses increased $135 million, or 7% compared with the prior quarter, primarily reflecting higher marketing and technology spend supporting
business growth, and various other operating expenses.
The efficiency ratio was 41.5%, compared with 39.3% in the prior quarter.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 19
TABLE 10: U.S. RETAIL
(millions of dollars, except as noted)
For the three months ended
October 31
July 31
October 31
Canadian Dollars
2024
2024
2023
Net interest income
$
2,924
$
2,936
$
2,951
Non-interest income – reported
287
616
572
Non-interest income – adjusted
1,2
598
616
572
Total revenue – reported
3,211
3,552
3,523
Total revenue – adjusted
1,2
3,522
3,552
3,523
Provision for (recovery of) credit losses – impaired
418
331
308
Provision for (recovery of) credit losses – performing
(29)
47
(19)
Total provision for (recovery of) credit losses
389
378
289
Non-interest expenses – reported
2,110
5,498
2,045
Non-interest expenses – adjusted
1,3
2,130
1,932
2,045
Provision for (recovery of) income taxes – reported
3
129
117
Provision for (recovery of) income taxes – adjusted
1
62
129
117
U.S. Retail Bank net income (loss) – reported
709
(2,453)
1,072
U.S. Retail Bank net income – adjusted
1
941
1,113
1,072
Share of net income from investment in Schwab
4,5
154
178
197
Net income (loss) – reported
$
863
$
(2,275)
$
1,269
Net income – adjusted
1
1,095
1,291
1,269
U.S. Dollars
Net interest income
$
2,141
$
2,144
$
2,175
Non-interest income – reported
212
450
421
Non-interest income – adjusted
1,2
438
450
421
Total revenue – reported
2,353
2,594
2,596
Total revenue – adjusted
1,2
2,579
2,594
2,596
Provision for (recovery of) credit losses – impaired
306
242
227
Provision for (recovery of) credit losses – performing
(21)
34
(14)
Total provision for (recovery of) credit losses
285
276
213
Non-interest expenses – reported
1,546
4,011
1,505
Non-interest expenses – adjusted
1,3
1,560
1,411
1,505
Provision for (recovery of) income taxes – reported
2
94
87
Provision for (recovery of) income taxes – adjusted
1
45
94
87
U.S. Retail Bank net income (loss) – reported
520
(1,787)
791
U.S. Retail Bank net income – adjusted
1
689
813
791
Share of net income from investment in Schwab
4,5
114
129
146
Net income (loss) – reported
$
634
$
(1,658)
$
937
Net income – adjusted
1
803
942
937
Selected volumes and ratios
Return on common equity – reported
6
7.6
%
(19.8)
%
12.2
%
Return on common equity – adjusted
1,6
9.6
11.3
12.2
Net interest margin
1,7
2.77
3.02
3.07
Efficiency ratio – reported
65.7
154.6
58.0
Efficiency ratio – adjusted
1
60.5
54.4
58.0
Assets under administration (billions of U.S. dollars)
8
$
43
$
41
$
40
Assets under management (billions of U.S. dollars)
8,9
8
8
6
Number of U.S. retail stores
1,132
1,150
1,177
Average number of full-time equivalent staff
27,802
27,627
28,182
–
1
document.
2
i. U.S. balance sheet restructuring – Q4 2024: $311 million or US$226 million ($234 million or US$170 million after-tax).
3
i. FDIC special assessment – Q4 2024: ($72) million or US($52) million (($54) million or US($39) million after-tax); and
ii. Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q4 2024: $52 million or US$38 million (before and after-tax), Q3 2024: $3,566 million
or US$2,600 million (before and after-tax).
4
5
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC special assessment charge are recorded in the Corporate segment.
6
7
and the impact of intercompany deposits and cash collateral, which management believes better reflects segment performance. In addition, the value of tax-exempt interest income is
adjusted to its equivalent before-tax value.
Net interest income and average interest-earning assets used in the calculation are non-GAAP financial measures.
8
9
Insurance segment.
Quarterly comparison Q4 2024 vs. Q4 2023
U.S. Retail reported net income for the quarter was $863 million (US$634 million), a decrease of $406 million (US$303 million), or 32% (32% in U.S. dollars)
compared with the fourth quarter last year. On an adjusted basis, net income for the quarter was $1,095 million (US$803 million), a decrease of $174 million
(US$134 million), or 14% (14% in U.S. dollars). The reported and adjusted annualized ROE for the quarter were 7.6% and 9.6%, respectively, compared with
12.2% in the fourth quarter last year.
U.S. Retail net income includes contributions from the U.S. Retail Bank and the Bank’s investment in Schwab. Reported net income for the quarter from the
Bank’s investment in Schwab was $154 million (US$114 million), a decrease of $43 million (US$32 million), or 22% (22% in U.S. dollars), compared with the fourth
quarter last year.
U.S. Retail Bank reported net income was $709 million (US$520 million), a decrease of $363 million (US$271 million), or 34% (34% in U.S. dollars), compared
with the fourth quarter last year, primarily reflecting higher PCL, higher non-interest expenses, and lower revenue. U.S. Retail Bank adjusted net income was
$941 million (US$689 million), a decrease of $131 million (US$102 million), or 12% (13% in U.S. dollars), compared with the fourth quarter last year, reflecting
higher PCL and higher non-interest expenses.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 20
Reported revenue for the quarter was US$2,353 million, a decrease of US$243 million, or 9%, compared with the fourth quarter last year, primarily reflecting the
impact of U.S. balance sheet restructuring. On an adjusted basis, revenue for the quarter was US$2,579 million, a decrease of US$17 million, or 1%. Net interest
income of US$2,141 million, decreased US$34 million, or 2%, primarily driven by lower deposit volumes, partially offset by higher deposit margins, and higher loan
volumes and margins. Net interest margin of 2.77% decreased 30 bps, primarily due to maintaining elevated liquidity levels, partially offset by higher deposit and
loan margins. Reported non-interest income of US$212 million decreased US$209 million, or 50%, compared with the fourth quarter last year, reflecting the impact
of U.S. balance sheet restructuring, partially offset by higher fee revenue. On an adjusted basis, non-interest income of US$438 million increased US$17 million, or
4%, compared with the fourth quarter last year, reflecting higher fee revenue.
Average loan volumes increased US$5 billion, or 3%, compared with the fourth quarter last year. Personal loans increased 4% reflecting good mortgage and
auto originations, and business loans increased 1%. Average deposit volumes decreased US$18 billion, or 5%, reflecting a 17% decrease in sweep deposits, and
a 4% decrease in business deposits, partially offset by a 3% increase in personal deposit volumes. Excluding sweep deposits, average deposits remained
relatively stable.
Assets under administration (AUA) were US$43 billion as at October 31, 2024, an increase of US$3 billion, or 8%, compared with the fourth quarter last year,
reflecting net asset growth. Assets under Management (AUM) were US$8 billion as at October 31, 2024, an increase of US$2 billion, or 33%, compared with the
fourth quarter last year, reflecting net asset growth.
PCL for the quarter was US$285 million, an increase of US$72 million, or 34%, compared with the fourth quarter last year. PCL – impaired was US$306 million,
an increase of US$79 million, or 35%, largely reflecting credit migration in the commercial lending portfolio. PCL – performing was a recovery of US$21 million,
compared with a recovery of US$14 million in the fourth quarter last year. The performing release this quarter reflects improvement in the economic outlook,
including the impact of lower interest rates, and migration from performing to impaired, and was largely recorded in the commercial lending portfolio. U.S. Retail
PCL including only the Bank’s share of PCL in the U.S. strategic cards portfolio, as an annualized percentage of credit volume was 0.60%, an increase of 14 bps,
compared with the fourth quarter last year.
Reported non-interest expenses for the quarter were US$1,546 million, an increase of US$41 million, or 3%, compared with the fourth quarter last year,
reflecting the impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program, costs associated with the extension of
our credit card program agreement with Nordstrom, higher legal and regulatory expenses, and higher operating expenses, partially offset by ongoing productivity
initiatives and the expense recovery of the FDIC special assessment charge. On an adjusted basis, non-interest expenses increased US$55 million, or 4%,
reflecting costs associated with the extension of our credit card program agreement with Nordstrom, higher legal and regulatory expenses, and higher operating
expenses, partially offset by ongoing productivity initiatives.
The reported and adjusted efficiency ratios for the quarter were 65.7% and 60.5%, respectively, compared with 58.0%, in the fourth quarter last year.
Quarterly comparison – Q4 2024 vs. Q3 2024
U.S. Retail reported net income of $863 million (US$634 million) increased $3,138 million (US$2,292 million), compared with the prior quarter. On an adjusted
basis, net income for the quarter was $1,095 million (US$803 million), a decrease of $196 million (US$139 million), or 15% (15% in U.S. dollars). The reported and
adjusted annualized ROE for the quarter were 7.6% and 9.6%, respectively, compared with (19.8)% and 11.3%, respectively, in the prior quarter.
The contribution from Schwab of $154 million (US$114 million) decreased $24 million (US$15 million), or 13% (12% in U.S. dollars), compared with the prior
quarter.
U.S. Retail Bank reported net income was $709 million (US$520 million), an increase of $3,162 million (US$2,307 million), compared with the prior quarter,
reflecting the higher impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program from the prior quarter, partially
offset by lower revenue and higher operating expenses. U.S. Retail Bank adjusted net income was $941 million (US$689 million), a decrease of $172 million
(US$124 million), or 15% (15% in U.S. dollars), reflecting higher operating expenses and lower revenue.
Reported revenue decreased US$241 million, or 9%, compared with the prior quarter, primarily reflecting the impact of U.S. balance sheet restructuring. On an
adjusted basis, revenue decreased US$15 million, or 1%. Net interest income of US$2,141 million decreased US$3 million, reflecting lower investment margins,
partially offset by an increase in deposit and loan margins. Net interest margin of 2.77% decreased 25 bps, which differs from the estimated modest expansion of
net interest margin communicated in the third quarter of 2024, primarily due to maintaining elevated liquidity levels. Reported non-interest income of
US$212 million decreased US$238 million, or 53%, reflecting the impact of U.S. balance sheet restructuring and higher valuation of certain investments in the prior
quarter. On an adjusted basis, non-interest income of US$438 million decreased US$12 million, or 3%, reflecting higher valuation of certain investments in the
prior quarter.
Average loan volumes were flat, compared with the prior quarter. Personal loans increased 1% and business loans decreased 1%. Average deposit volumes
were relatively flat, compared with the prior quarter, reflecting a 3% decline in sweep deposits, partially offset by a 1% increase in business deposits. Personal
deposits were relatively flat.
AUA were US$43 billion as at October 31, 2024, an increase of US$2 billion, or 5%, compared with the prior quarter, reflecting net asset growth. AUM were
US$8 billion as at October 31, 2024, relatively flat compared with the prior quarter.
PCL for the quarter was US$285 million, an increase of US$9 million, or 3%, compared with the prior quarter. PCL – impaired was US$306 million, an increase
of US$64 million, or 26%, reflecting credit migration in the commercial lending portfolio. PCL – performing was a recovery of US$21 million, compared with a build
of US$34 million in the prior quarter. The performing release this quarter reflects improvement in the economic outlook, including the impact of lower interest rates,
and migration from performing to impaired, and was largely recorded in the commercial lending portfolio. U.S. Retail PCL including only the Bank’s share of PCL in
the U.S. strategic cards portfolio, as an annualized percentage of credit volume, was 0.60%, an increase of 2 bps, compared with the prior quarter.
Reported non-interest expenses for the quarter were US$1,546 million, a decrease of US$2,465 million, or 61%, reflecting the higher impact of the charges for
the global resolution of the investigations into the Bank’s U.S. BSA/AML program in the prior quarter, partially offset by higher legal and regulatory expenses, costs
associated with the extension of our credit card program agreement with Nordstrom, higher operating expenses, and the expense recovery of the FDIC special
assessment charge in the current quarter. On an adjusted basis, non-interest expenses increased US$149 million, or 11%, reflecting costs associated with the
extension of our credit card program agreement with Nordstrom, higher legal and regulatory expenses, and higher operating expenses.
The reported and adjusted efficiency ratios for the quarter were 65.7% and 60.5%, respectively, compared with 154.6% and 54.4%, respectively, in the prior
quarter.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 21
TABLE 11: WEALTH MANAGEMENT AND INSURANCE
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2024
2024
2023
Net interest income
$
321
$
316
$
265
Non-interest income
1,2
3,616
3,033
2,691
Total revenue
1
3,937
3,349
2,956
Provision for (recovery of) credit losses – impaired
–
–
–
Provision for (recovery of) credit losses – performing
–
–
–
Total provision for (recovery of) credit losses
–
–
–
Insurance service expenses
1,3
2,364
1,669
1,346
Non-interest expenses
1
1,107
1,104
957
Provision for (recovery of) income taxes
1
117
146
161
Net income
1
$
349
$
430
$
492
Selected volumes and ratios
Return on common equity
1,4
22.5
%
27.1
%
33.9
%
Efficiency ratio
1
28.1
33.0
32.4
Efficiency ratio, net of ISE
1,5
70.4
65.7
59.4
Assets under administration (billions of Canadian dollars)
6
$
651
$
632
$
531
Assets under management (billions of Canadian dollars)
530
523
441
Average number of full-time equivalent staff
14,939
14,887
15,674
–
1
further details.
2
3
4
5
Q4 2023: $1,610 million. Total revenue, net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section and the
Glossary in the Bank’s 2024 MD&A for additional information about this metric.
6
AUA administered by TD Investor Services, which is part of the Canadian Personal and Commercial Banking segment.
Quarterly comparison Q4 2024 vs. Q4 2023
Wealth Management and Insurance net income for the quarter was $349 million, a decrease of $143 million, or 29%, compared with the fourth quarter last year,
reflecting higher estimated losses from catastrophe claims, partially offset by higher revenue from both business lines. The annualized ROE for the quarter was
22.5%, compared with 33.9% in the fourth quarter last year.
Revenue for the quarter was $3,937 million. This represents an increase of $981 million, or 33%, compared with the fourth quarter last year, of which
$718 million, or 24%, was driven by reinsurance recoveries for catastrophe claims. Non-interest income was $3,616 million. This represents an increase of
$925 million, or 34%, compared with the fourth quarter last year, of which $718 million, or 27%, was driven by reinsurance recoveries for catastrophe claims. The
remaining increase was driven by higher insurance premiums, fee-based revenue, and transaction revenue. Net interest income was $321 million, an increase of
$56 million, or 21%, compared with the fourth quarter last year, reflecting higher deposit margins.
AUA were $651 billion as at October 31, 2024, an increase of $120 billion, or 23%, compared with the fourth quarter last year, reflecting market appreciation
and net asset growth. AUM were $530 billion as at October 31, 2024, an increase of $89 billion, or 20%, compared with the fourth quarter last year, primarily
reflecting market appreciation.
Insurance service expenses for the quarter were $2,364 million. This represents an increase of $1,018 million, or 76%, compared with the fourth quarter last
year, of which $893 million, or 66%, was driven by estimated losses from catastrophe claims. The remaining increase reflects less favourable prior years’ claims
development and increased claims severity.
Non-interest expenses for the quarter were $1,107 million, an increase of $150 million, or 16%, compared with the fourth quarter last year, reflecting higher
variable compensation and higher technology and marketing spend supporting business growth initiatives.
The efficiency ratio for the quarter was 28.1%, compared with 32.4% in the fourth quarter last year. The efficiency ratio, net of ISE for the quarter was 70.4%,
compared with 59.4% in the fourth quarter last year.
Quarterly comparison – Q4 2024 vs. Q3 2024
Wealth Management and Insurance net income for the quarter was $349 million, a decrease of $81 million, or 19%, compared with the prior quarter, primarily
reflecting higher estimated losses from catastrophe claims, partially offset by higher revenue.
T
he annualized ROE for the quarter was 22.5%, compared with
27.1% in the prior quarter.
Revenue increased $588 million, or 18%, compared with the prior quarter, primarily as a result of reinsurance recoveries for catastrophe claims which drove
$718 million of the increase. Non-interest income increased $583 million, or 19%, compared with the prior quarter, reflecting reinsurance recoveries for
catastrophe claims and higher fee-based revenue, partially offset by the cost of reinsurance reinstatement premiums and lower insurance revenue. Net interest
income increased $5 million, or 2%.
AUA increased $19 billion, or 3%, compared with the prior quarter, reflecting market appreciation and net asset growth. AUM increased $7 billion, or 1%,
compared with the prior quarter, primarily reflecting market appreciation.
Insurance service expenses for the quarter increased $695 million, or 42%, compared with the prior quarter, primarily the result of estimated losses from
catastrophe claims of $834 million, partially offset by more favourable claims experience.
Non-interest expenses were relatively flat compared with the prior quarter.
The efficiency ratio for the quarter was 28.1%, compared with 33.0% in the prior quarter. The efficiency ratio, net of ISE for the quarter was 70.4%, compared
with 65.7% in the prior quarter.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 22
TABLE 12: WHOLESALE BANKING
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2024
2024
2023
Net interest income (TEB)
$
221
$
(26)
$
245
Non-interest income
1,550
1,821
1,243
Total revenue
1,771
1,795
1,488
Provision for (recovery of) credit losses – impaired
134
109
–
Provision for (recovery of) credit losses – performing
–
9
57
Total provision for (recovery of) credit losses
134
118
57
Non-interest expenses – reported
1,336
1,310
1,441
Non-interest expenses – adjusted
1,2
1,254
1,232
1,244
Provision for (recovery of) income taxes (TEB) – reported
66
50
(27)
Provision for (recovery of) income taxes (TEB) – adjusted
1
84
68
9
Net income – reported
235
317
17
Net income – adjusted
1
$
299
$
377
$
178
Selected volumes and ratios
Trading-related revenue (TEB)
3
$
633
$
726
$
590
Average gross lending portfolio (billions of Canadian dollars)
4
97.0
97.4
93.0
Return on common equity – reported
5
5.9
%
7.8
%
0.5
%
Return on common equity – adjusted
1,5
7.5
9.4
4.9
Efficiency ratio – reported
75.4
73.0
96.8
Efficiency ratio – adjusted
1
70.8
68.6
83.6
Average number of full-time equivalent staff
6,975
7,018
7,346
1
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document.
2
Adjusted non-interest expenses exclude the acquisition and integration-related charges for the Cowen acquisition – Q4 2024: $82 million ($64 million after-tax), Q3 2024: $78 million
($60 million after-tax), Q4 2023: $197 million ($161 million after-tax).
3
Includes net interest income (loss) (TEB) of ($149) million (Q3 2024 – ($332) million, Q4 2023 – $61 million), and trading income (loss) of $782 million (Q3 2024 – $1,058 million, Q4 2023
– $529 million). Trading-related revenue (TEB) is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section and the
Glossary in the Bank’s 2024 MD&A, for additional information about this metric.
4
5
Capital allocated to the business segment was increased to 11.5% CET1 Capital effective fiscal 2024 compared with 11% in the prior year.
Quarterly comparison – Q4 2024 vs. Q4 2023
Wholesale Banking reported net income for the quarter was $235 million, an increase of $218 million, compared with the fourth quarter last year, primarily
reflecting higher revenue and lower non-interest expenses, partially offset by higher income taxes and PCL. On an adjusted basis, net income was $299 million, an
increase of $121 million, or 68%.
Revenue for the quarter was $1,771 million, an increase of $283 million, or 19%, compared with the fourth quarter last year, primarily reflecting higher lending
revenue, underwriting fees and trading-related revenue, partially offset by the net change in fair value of loan underwriting commitments in the prior year.
PCL for the quarter was $134 million, an increase of $77 million compared with the fourth quarter last year. PCL – impaired was $134 million, an increase of
$134 million compared with the prior year, primarily reflecting a few impairments across various industries. PCL – performing was nil, a decrease of $57 million
from the prior period build.
Reported non-interest expenses for the quarter were $1,336 million, a decrease of $105 million, or 7%, compared with the fourth quarter last year, primarily
reflecting lower acquisition and integration-related costs, and lower variable compensation, partially offset by penalties arising from a trading regulatory matter. On
an adjusted basis, non-interest expenses were $1,254 million, an increase of $10 million, or 1%.
Quarterly comparison – Q4 2024 vs. Q3 2024
Wholesale Banking reported net income for the quarter was $235 million, a decrease of $82 million, or 26%, compared with the prior quarter, reflecting higher non-
interest expenses, lower revenue, higher income taxes and PCL. On an adjusted basis, net income was $299 million, a decrease of $78 million, or 21%.
Revenue for the quarter decreased $24 million, or 1%, compared with the prior quarter, primarily reflecting lower trading-related revenue, partially offset by
higher lending revenue and equity underwriting fees.
PCL for the quarter was $134 million, an increase of $16 million compared with the prior quarter. PCL – impaired was $134 million, an increase of $25 million,
primarily reflecting a few impairments across various industries. PCL – performing was nil, a decrease of $9 million from the prior quarter build.
Reported non-interest expenses for the quarter increased $26 million, or 2%, compared with the prior quarter, primarily reflecting penalties arising from a trading
regulatory matter, and the impact of foreign exchange translation, partially offset by lower variable compensation. On an adjusted basis, non-interest expenses
increased $22 million or 2%.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 23
TABLE 13: CORPORATE
(millions of Canadian dollars)
For the three months ended
October 31
July 31
October 31
2024
2024
2023
Net income (loss) – reported
$
365
$
(525)
$
(591)
Adjustments for items of note
Amortization of acquired intangibles
60
64
92
Acquisition and integration charges related to the Schwab transaction
35
21
31
Share of restructuring and other charges from investment in Schwab
–
–
35
Restructuring charges
–
110
363
Impact from the terminated FHN acquisition-related capital hedging strategy
59
62
64
Gain on sale of Schwab shares
(1,022)
–
–
Indirect tax matters
226
–
–
Less: impact of income taxes on items of note
84
56
127
Net (loss) – adjusted
1
$
(361)
$
(324)
$
(133)
Decomposition of items included in net (loss) – adjusted
Net corporate expenses
2
$
(550)
$
(426)
$
(227)
Other
189
102
94
Net (loss) – adjusted
1
$
(361)
$
(324)
$
(133)
Selected volumes
Average number of full-time equivalent staff
22,826
22,881
23,491
1
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document.
2
For additional information about this metric, refer to the Glossary in the Bank’s 2024 MD&A.
Quarterly comparison – Q4 2024 vs. Q4 2023
Corporate segment’s reported net income for the quarter was $365 million, compared with a net loss of $591 million in the fourth quarter last year. The year-over-
year increase primarily reflects the impacts of current quarter’s gain on sale of Schwab shares and prior year’s restructuring charges, partially offset by the impact
of the provision for indirect tax matters in the current quarter. Net corporate expenses increased $323 million compared to the prior year, primarily reflecting higher
investments in risk and control infrastructure. The adjusted net loss for the quarter was $361 million, compared with an adjusted net loss of $133 million in the
fourth quarter last year.
Quarterly comparison – Q4 2024 vs. Q3 2024
Corporate segment’s reported net income for the quarter was $365 million, compared with a net loss of $525 million in the prior quarter. The quarter-over-quarter
increase primarily reflects the impacts of current quarter’s gain on sale of Schwab shares and prior quarter’s restructuring charges, partially offset by the impact of
the provision for indirect tax matters in the current quarter. Net corporate expenses increased $124 million compared to the prior quarter, primarily reflecting higher
investments in risk and control infrastructure. The adjusted net loss for the quarter was $361 million, compared with an adjusted net loss of $324 million in the prior
quarter.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 24
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
1
(millions of Canadian dollars)
As at
October 31
October 31
2024
2023
ASSETS
Cash and due from banks
$
6,437
$
6,721
Interest-bearing deposits with banks
169,930
98,348
176,367
105,069
Trading loans, securities, and other
175,770
152,090
Non-trading financial assets at fair value through profit or loss
5,869
7,340
Derivatives
78,061
87,382
Financial assets designated at fair value through profit or loss
6,417
5,818
Financial assets at fair value through other comprehensive income
93,897
69,865
360,014
322,495
Debt securities at amortized cost, net of allowance for credit losses
271,615
308,016
Securities purchased under reverse repurchase agreements
208,217
204,333
Loans
Residential mortgages
331,649
320,341
Consumer instalment and other personal
228,382
217,554
Credit card
40,639
38,660
Business and government
356,973
326,528
957,643
903,083
Allowance for loan losses
(8,094)
(7,136)
Loans, net of allowance for loan losses
949,549
895,947
Other
Customers’ liability under acceptances
–
17,569
Investment in Schwab
9,024
8,907
Goodwill
18,851
18,602
Other intangibles
3,044
2,771
Land, buildings, equipment, other depreciable assets, and right-of-use assets
9,837
9,434
Deferred tax assets
2
4,937
3,951
Amounts receivable from brokers, dealers, and clients
22,115
30,416
Other assets
2
28,181
27,629
95,989
119,279
Total assets
2
$
2,061,751
$
1,955,139
LIABILITIES
Trading deposits
$
30,412
$
30,980
Derivatives
68,368
71,640
Securitization liabilities at fair value
20,319
14,422
Financial liabilities designated at fair value through profit or loss
207,914
192,130
327,013
309,172
Deposits
Personal
641,667
626,596
Banks
57,698
31,225
Business and government
569,315
540,369
1,268,680
1,198,190
Other
Acceptances
–
17,569
Obligations related to securities sold short
39,515
44,661
Obligations related to securities sold under repurchase agreements
201,900
166,854
Securitization liabilities at amortized cost
12,365
12,710
Amounts payable to brokers, dealers, and clients
26,598
30,872
Insurance contract liabilities
2
7,169
5,846
Other liabilities
2
51,878
47,574
339,425
326,086
Subordinated notes and debentures
11,473
9,620
Total liabilities
2
1,946,591
1,843,068
EQUITY
Shareholders’ Equity
Common shares
25,373
25,434
Preferred shares and other equity instruments
10,888
10,853
Treasury – common shares
(17)
(64)
Treasury – preferred shares and other equity instruments
(18)
(65)
Contributed surplus
204
155
Retained earnings
2
70,826
73,008
Accumulated other comprehensive income (loss)
7,904
2,750
Total equity
2
115,160
112,071
Total liabilities and equity
2
$
2,061,751
$
1,955,139
1
2
Insurance Contracts
for details.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 25
CONSOLIDATED STATEMENT OF INCOME
1
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2024
2023
2024
2023
Interest income
2
Loans
$
13,706
$
12,464
$
53,676
$
44,518
Reverse repurchase agreements
2,809
2,945
11,621
9,520
Securities
Interest
4,785
5,241
20,295
19,029
Dividends
579
548
2,371
2,289
Deposits with banks
1,895
1,178
5,426
5,318
23,774
22,376
93,389
80,674
Interest expense
Deposits
11,814
11,257
46,860
38,351
Securitization liabilities
221
253
1,002
915
Subordinated notes and debentures
124
103
436
436
Repurchase agreements and short sales
3,280
2,992
13,322
10,083
Other
395
277
1,297
945
15,834
14,882
62,917
50,730
Net interest income
7,940
7,494
30,472
29,944
Non-interest income
Investment and securities services
1,924
1,651
7,400
6,420
Credit fees
388
472
1,898
1,796
Trading income (loss)
835
750
3,628
2,417
Service charges
3
663
624
2,626
2,514
Card services
730
754
2,947
2,932
Insurance revenue
3
1,829
1,644
6,952
6,311
Other income (loss)
3
1,205
(211)
1,300
(1,644)
7,574
5,684
26,751
20,746
Total revenue
3
15,514
13,178
57,223
50,690
Provision for (recovery of) credit losses
1,109
878
4,253
2,933
Insurance service expenses
3
2,364
1,346
6,647
5,014
Non-interest expenses
Salaries and employee benefits
4,080
4,107
16,733
15,753
Occupancy, including depreciation
553
460
1,958
1,799
Technology and equipment, including depreciation
730
620
2,656
2,308
Amortization of other intangibles
176
185
702
672
Communication and marketing
431
418
1,516
1,452
Restructuring charges
–
363
566
363
Brokerage-related and sub-advisory fees
119
128
498
456
Professional, advisory and outside services
3
1,079
706
3,064
2,493
Other
3
882
641
7,800
4,559
8,050
7,628
35,493
29,855
Income before income taxes and share of net income from investment
3,991
3,326
10,830
12,888
Provision for (recovery of) income taxes
3
534
616
2,691
3,118
Share of net income from investment in Schwab
178
156
703
864
Net income
3
3,635
2,866
8,842
10,634
Preferred dividends and distributions on other equity instruments
193
196
526
563
Net income available to common shareholders
3
$
3,442
$
2,670
$
8,316
$
10,071
Earnings per share
Basic
3
$
1.97
$
1.48
$
4.73
$
5.53
Diluted
3
1.97
1.48
4.72
5.52
Dividends per common share
1.02
0.96
4.08
3.84
1
The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.
2
Includes $21,614 million and $84,324 million, for the three and twelve months ended October 31, 2024, respectively (three and twelve months ended October 31, 2023 – $19,983 million
and $72,403 million, respectively) which have been calculated based on the effective interest rate method.
3
Amounts for the three and twelve months ended October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements
for details.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 26
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2024
2023
2024
2023
Net income
2
$
3,635
$
2,866
$
8,842
$
10,634
Other comprehensive income (loss)
Items that will be subsequently reclassified to net income
Net change in unrealized gain/(loss) on financial assets at fair value through
other comprehensive income
Change in unrealized gain/ (loss)
(153)
(295)
285
96
Reclassification to earnings of net loss /(gain)
(7)
1
(23)
(9)
Changes in allowance for credit losses recognized in earnings
–
1
(1)
–
Income taxes relating to:
Change in unrealized gain/(loss)
40
72
(68)
(32)
Reclassification to earnings of net loss/(gain)
4
1
12
8
(116)
(220)
205
63
Net change in unrealized foreign currency translation gain/(loss) on
investments in foreign operations, net of hedging activities
Unrealized gain/(loss)
1,071
5,740
540
2,233
Reclassification to earnings of net loss /(gain)
(19)
–
(19)
11
Net gain/(loss) on hedges
(723)
(3,565)
(457)
(1,821)
Reclassification to earnings of net loss /(gain) on hedges
41
–
41
(15)
Income taxes relating to:
Net gain/(loss) on hedges
200
987
122
217
Reclassification to earnings of net loss /(gain) on hedges
(11)
–
(11)
4
559
3,162
216
629
Net change in gain/(loss) on derivatives designated as cash flow hedges
Change in gain/(loss)
867
991
3,354
(78)
Reclassification to earnings of loss/(gain)
(475)
(1,583)
173
238
Income taxes relating to:
Change in gain/(loss)
(242)
(251)
(929)
137
Reclassification to earnings of loss/(gain)
123
451
(50)
(52)
273
(392)
2,548
245
Share of other comprehensive income (loss) from investment in Schwab
1,155
(385)
2,007
91
Items that will not be subsequently reclassified to net income
Remeasurement gain/(loss) on employee benefit plans
Gain/(loss)
(217)
(7)
(151)
(95)
Income taxes
59
1
40
9
(158)
(6)
(111)
(86)
Change in net unrealized gain/(loss) on equity securities designated at
fair value through other comprehensive income
Change in net unrealized gain/(loss)
37
(194)
222
(204)
Income taxes
(13)
53
(60)
54
24
(141)
162
(150)
Gain/(loss) from changes in fair value due to own credit risk on
financial liabilities designated at fair value through profit or loss
Gain/(loss)
(8)
(12)
22
(158)
Income taxes
2
3
(6)
42
(6)
(9)
16
(116)
Total other comprehensive income (loss)
1,731
2,009
5,043
676
Total comprehensive income (loss)
2
$
5,366
$
4,875
$
13,885
$
11,310
Attributable to:
Common shareholders
2
$
5,173
$
4,679
$
13,359
$
10,747
Preferred shareholders and other equity instrument holders
2
193
196
526
563
1
The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.
2
Amounts for the three and twelve months ended October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements
for details.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2024
2023
2024
2023
Common shares
Balance at beginning of period
$
25,222
$
25,833
$
25,434
$
24,363
Proceeds from shares issued on exercise of stock options
20
6
112
83
Shares issued as a result of dividend reinvestment plan
131
127
529
1,720
Purchase of shares for cancellation and other
–
(532)
(702)
(732)
Balance at end of period
25,373
25,434
25,373
25,434
Preferred shares and other equity instruments
Balance at beginning of period
10,888
11,253
10,853
11,253
Issue of shares and other equity instruments
–
–
1,335
–
Redemption of shares and other equity instruments
–
(400)
(1,300)
(400)
Balance at end of period
10,888
10,853
10,888
10,853
Treasury – common shares
Balance at beginning of period
(35)
–
(64)
(91)
Purchase of shares
(3,214)
(1,943)
(11,209)
(7,959)
Sale of shares
3,232
1,879
11,256
7,986
Balance at end of period
(17)
(64)
(17)
(64)
Treasury – preferred shares and other equity instruments
Balance at beginning of period
(17)
(11)
(65)
(7)
Purchase of shares and other equity instruments
(227)
(218)
(625)
(590)
Sale of shares and other equity instruments
226
164
672
532
Balance at end of period
(18)
(65)
(18)
(65)
Contributed surplus
Balance at beginning of period
187
195
155
179
Net premium (discount) on sale of treasury instruments
5
(39)
20
(21)
Issuance of stock options, net of options exercised
3
6
22
27
Other
9
(7)
7
(30)
Balance at end of period
204
155
204
155
Retained earnings
Balance at beginning of period
2
69,316
74,643
73,008
73,698
Impact on adoption of IFRS 17
3
–
–
–
112
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
3
–
–
(10)
–
Net income attributable to equity instrument holders
2
3,635
2,866
8,842
10,634
Common dividends
(1,782)
(1,724)
(7,163)
(6,982)
Preferred dividends and distributions on other equity instruments
(193)
(196)
(526)
(563)
Share and other equity instrument issue expenses
–
–
(7)
–
Net premium on repurchase of common shares and redemption of preferred shares and other equity instruments
6
(2,572)
(3,295)
(3,553)
Remeasurement gain/(loss) on employee benefit plans
(158)
(6)
(111)
(86)
Realized gain/(loss) on equity securities designated at fair value through other comprehensive income
2
(3)
88
(252)
Balance at end of period
2
70,826
73,008
70,826
73,008
Accumulated other comprehensive income (loss)
Net unrealized gain/(loss) on financial assets at fair value through other comprehensive income:
Balance at beginning of period
(92)
(193)
(413)
(476)
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
3
–
–
10
–
Other comprehensive income (loss)
(116)
(221)
196
63
Allowance for credit losses
–
1
(1)
–
Balance at end of period
(208)
(413)
(208)
(413)
Net unrealized gain/(loss) on equity securities designated at fair value through other comprehensive income:
Balance at beginning of period
11
14
(127)
23
Other comprehensive income (loss)
26
(144)
250
(402)
Reclassification of loss/(gain) to retained earnings
(2)
3
(88)
252
Balance at end of period
35
(127)
35
(127)
Gain/(loss) from changes in fair value due to own credit risk on financial liabilities designated at fair value through
profit or loss:
Balance at beginning of period
(16)
(29)
(38)
78
Other comprehensive income (loss)
(6)
(9)
16
(116)
Balance at end of period
(22)
(38)
(22)
(38)
Net unrealized foreign currency translation gain/(loss) on investments in foreign operations, net of hedging activities:
Balance at beginning of period
12,334
9,515
12,677
12,048
Other comprehensive income (loss)
559
3,162
216
629
Balance at end of period
12,893
12,677
12,893
12,677
Net gain/(loss) on derivatives designated as cash flow hedges:
Balance at beginning of period
(3,197)
(5,080)
(5,472)
(5,717)
Other comprehensive income (loss)
273
(392)
2,548
245
Balance at end of period
(2,924)
(5,472)
(2,924)
(5,472)
Share of accumulated other comprehensive income (loss) from Investment in Schwab
(1,870)
(3,877)
(1,870)
(3,877)
Total accumulated other comprehensive income
7,904
2,750
7,904
2,750
Total equity
2
$
115,160
$
112,071
$
115,160
$
112,071
1
The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.
2
Amounts have been restated for the adoption of IFRS 17 as at and for the three months and twelve months ended October 31, 2023. Refer to Note 4 of the Bank’s 2024 Consolidated
Financial Statements for details.
3
Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for details on the adoption of IFRS 17.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 28
CONSOLIDATED STATEMENT OF CASH FLOWS
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2024
2023
2024
2023
Cash flows from (used in) operating activities
Net income
2
$
3,635
$
2,866
$
8,842
$
10,634
Adjustments to determine net cash flows from (used in) operating activities
Provision for (recovery of) credit losses
1,109
878
4,253
2,933
Depreciation
368
320
1,325
1,239
Amortization of other intangibles
176
185
702
672
Net securities loss/(gain)
305
–
358
48
Share of net income from investment in Schwab
(178)
(156)
(703)
(864)
Gain on sale of Schwab shares
(1,022)
–
(1,022)
–
Deferred taxes
2
(89)
(262)
(1,061)
(1,306)
Changes in operating assets and liabilities
Interest receivable and payable
443
297
1,133
812
Securities sold under repurchase agreements
19,087
3,144
35,046
36,832
Securities purchased under reverse repurchase agreements
4,701
(2,816)
(3,884)
(41,873)
Securities sold short
(1,041)
(493)
(5,146)
(2,722)
Trading loans, securities, and other
(2,595)
6,515
(23,680)
(5,332)
Loans net of securitization and sales
(12,358)
(29,001)
(57,908)
(67,766)
Deposits
46,521
41,350
69,922
(25,487)
Derivatives
21
(7,802)
6,049
(2,341)
Non-trading financial assets at fair value through profit or loss
(269)
529
1,471
3,897
Financial assets and liabilities designated at fair value through profit or loss
11,190
8,565
15,185
28,565
Securitization liabilities
1,928
(801)
5,552
(552)
Current taxes
(296)
(1,150)
658
1,228
Brokers, dealers and clients amounts receivable and payable
11,727
3,367
4,027
(5,128)
Other, including unrealized foreign currency translation loss/(gain)
2
(3,669)
(11,017)
(6,182)
1,209
Net cash from (used in) operating activities
79,694
14,518
54,937
(65,302)
Cash flows from (used in) financing activities
Issuance of subordinated notes and debentures
1,574
–
3,324
–
Redemption or repurchase of subordinated notes and debentures
(19)
(1,751)
(1,544)
(1,716)
Common shares issued, net of issuance costs
17
5
100
74
Repurchase of common shares, including tax on net value of share repurchases
6
(3,104)
(3,997)
(4,285)
Preferred shares and other equity instruments issued, net of issuance costs
–
–
1,328
–
Redemption of preferred shares and other equity instruments
–
(400)
(1,300)
(400)
Sale of treasury shares and other equity instruments
3,463
2,004
11,948
8,497
Purchase of treasury shares and other equity instruments
(3,441)
(2,161)
(11,834)
(8,549)
Dividends paid on shares and distributions paid on other equity instruments
(1,844)
(1,793)
(7,160)
(5,825)
Repayment of lease liabilities
(172)
(163)
(678)
(643)
Net cash from (used in) financing activities
(416)
(7,363)
(9,813)
(12,847)
Cash flows from (used in) investing activities
Interest-bearing deposits with banks
(77,193)
(13,048)
(71,153)
41,446
Activities in financial assets at fair value through other comprehensive income
Purchases
(20,680)
(4,291)
(42,542)
(24,336)
Proceeds from maturities
2,505
3,884
18,825
17,893
Proceeds from sales
1,080
1,029
4,130
5,838
Activities in debt securities at amortized cost
Purchases
(2,883)
(5,136)
(11,306)
(26,987)
Proceeds from maturities
11,379
9,966
49,606
52,819
Proceeds from sales
3,027
46
5,772
12,021
Net purchases of land, buildings, equipment, other depreciable assets, and other intangibles
(713)
(554)
(2,177)
(1,844)
Net cash acquired from (paid for) divestitures and acquisitions
3,353
–
3,423
(624)
Net cash from (used in) investing activities
(80,125)
(8,104)
(45,422)
76,226
Effect of exchange rate changes on cash and due from banks
39
250
14
88
Net increase (decrease) in cash and due from banks
(808)
(699)
(284)
(1,835)
Cash and due from banks at beginning of period
7,245
7,420
6,721
8,556
Cash and due from banks at end of period
$
6,437
$
6,721
$
6,437
$
6,721
Supplementary disclosure of cash flows from operating activities
Amount of income taxes paid (refunded) during the period
$
773
$
1,036
$
3,812
$
3,036
Amount of interest paid during the period
15,531
14,193
61,779
48,179
Amount of interest received during the period
23,335
21,436
91,013
76,646
Amount of dividends received during the period
632
513
2,694
2,247
1
October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.
2
Statements for details.
Appendix A – Segmented Information
For management reporting purposes, the Bank reports its results under four key business segments: Canadian Personal and Commercial Banking, which includes
the results of the Canadian personal and commercial banking businesses, and TD Auto Finance Canada; U.S. Retail, which includes the results of the U.S.
personal and commercial banking businesses, U.S. credit cards, TD Auto Finance U.S., U.S. wealth business, and the Bank’s investment in Schwab; Wealth
Management and Insurance; and Wholesale Banking. The Bank’s other activities are grouped into the Corporate segment.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 29
Results for these segments for the years ended October 31, 2024 and October 31, 2023 are presented in the following tables.
Results by Business Segment
1,2
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Commercial Banking
U.S. Retail
and Insurance
Wholesale Banking
3
Corporate
3
Total
For the three months ended October 31
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Net interest income (loss)
$
4,058
$
3,705
$
2,924
$
2,951
$
321
$
265
$
221
$
245
$
416
$
328
$
7,940
$
7,494
Non-interest income (loss)
1,006
1,049
287
572
3,616
2,691
1,550
1,243
1,115
129
7,574
5,684
Total revenue
5,064
4,754
3,211
3,523
3,937
2,956
1,771
1,488
1,531
457
15,514
13,178
Provision for (recovery of)
credit losses
430
390
389
289
–
–
134
57
156
142
1,109
878
Insurance service expenses
–
–
–
–
2,364
1,346
–
–
–
–
2,364
1,346
Non-interest expenses
2,102
2,039
2,110
2,045
1,107
957
1,336
1,441
1,395
1,146
8,050
7,628
Income (loss) before income taxes
and share of net income from
investment in Schwab
2,532
2,325
712
1,189
466
653
301
(10)
(20)
(831)
3,991
3,326
Provision for (recovery of)
income taxes
709
646
3
117
117
161
66
(27)
(361)
(281)
534
616
Share of net income from
investment in Schwab
4,5
–
–
154
197
–
–
–
–
24
(41)
178
156
Net income (loss)
$
1,823
$
1,679
$
863
$
1,269
$
349
$
492
$
235
$
17
$
365
$
(591)
$
3,635
$
2,866
For the twelve months ended October 31
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Net interest income (loss)
$
15,697
$
14,192
$
11,600
$
12,029
$
1,226
$
1,064
$
582
$
1,538
$
1,367
$
1,121
$
30,472
$
29,944
Non-interest income (loss)
4,093
4,125
2,113
2,261
12,309
10,566
6,704
4,280
1,532
(486)
26,751
20,746
Total revenue
19,790
18,317
13,713
14,290
13,535
11,630
7,286
5,818
2,899
635
57,223
50,690
Provision for (recovery of)
credit losses
1,755
1,343
1,532
928
–
1
317
126
649
535
4,253
2,933
Insurance service expenses
–
–
–
–
6,647
5,014
–
–
–
–
6,647
5,014
Non-interest expenses
8,010
7,700
12,615
8,079
4,285
3,908
5,576
4,760
5,007
5,408
35,493
29,855
Income (loss) before income taxes
and share of net income from
investment in Schwab
10,025
9,274
(434)
5,283
2,603
2,707
1,393
932
(2,757)
(5,308)
10,830
12,888
Provision for (recovery of)
income taxes
2,806
2,586
200
658
648
706
275
162
(1,238)
(994)
2,691
3,118
Share of net income from
investment in Schwab
4,5
–
–
709
939
–
–
–
–
(6)
(75)
703
864
Net income (loss)
$
7,219
$
6,688
$
75
$
5,564
$
1,955
$
2,001
$
1,118
$
770
$
(1,525)
$
(4,389)
$
8,842
$
10,634
Total Assets by Business Segment
6
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Wholesale
Commercial Baking
U.S. Retail
and Insurance
Banking
Corporate
Total
As at October 31, 2024
Total assets
$
584,468
$
606,572
$
23,217
$
686,795
$
160,699
$
2,061,751
As at October 31, 2023
Total assets
$
560,303
$
561,350
$
22,293
$
673,398
$
137,795
$
1,955,139
1
The amounts for the three months ended October 31, 2024 and October 31, 2023 have been derived from the unaudited financial statements. The amounts for the twelve months ended
October 31, 2024 and October 31, 2023 have been derived from the audited financial statements.
2
The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in
Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and
credit losses attributable to the Bank under the agreements.
3
Net interest income within Wholesale Banking is calculated on a TEB. The TEB adjustment reflected in Wholesale Banking is reversed in the Corporate segment.
4
The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC special assessment charge are recorded in the Corporate segment.
5
The Bank’s share of Schwab’s earnings is reported with a one month lag. Refer to Note 12 of the 2024 Consolidated Financial Statements for further details.
6
Total assets as at October 31, 2024 and October 31, 2023 have been derived from the audited financial statements.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 30
SHAREHOLDER AND INVESTOR INFORMATION
Shareholder Services
If you:
And your inquiry relates to:
Please contact:
Are a
registered shareholder
appears on your TD share certificate)
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
dividend bank account changes, the dividend
reinvestment plan, eliminating duplicate mailings of
shareholder materials, or stopping (or resuming)
receiving annual and quarterly reports
Transfer Agent:
TSX Trust Company
301-100 Adelaide Street West
Toronto, ON M5H 4H1
1-800-387-0825 (Canada and U.S. only)
or 416-682-3860
Facsimile: 1-888-249-6189
shareholderinquiries@tmx.com or
http://www.tsxtrust.com
Hold your TD shares through the
Direct Registration System
in the United States
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
eliminating duplicate mailings of shareholder materials
or stopping (or resuming) receiving annual and quarterly
reports
Co-Transfer Agent and Registrar:
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3006
or
Computershare Trust Company, N.A.
150 Royall Street
Canton, MA 02021
1-866-233-4836
TDD for hearing impaired: 1-800-231-5469
Shareholders outside of U.S.: 201-680-6578
TDD shareholders outside of U.S.: 201-680-6610
www.computershare.com/investor
Beneficially own
the name of an intermediary, such as a bank,
a trust company, a securities broker, or other
nominee
Your TD shares, including questions regarding the
dividend reinvestment plan and mailings of shareholder
materials
Your intermediary
For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com.
Please note that by leaving us an e-mail or voicemail message, you are providing your consent for us to forward your inquiry to the appropriate party for response.
Annual Report on Form 40-F (U.S.)
A copy of the Bank’s Annual Report on Form 40-F for fiscal 2024 will be filed with the Securities and Exchange Commission later today and will be available at
http://www.td.com. You may obtain a printed copy of the Bank’s Annual Report on Form 40-F for fiscal 2024 free of charge upon request to TD Shareholder
Relations at 416-944-6367 or 1-866-756-8936 or e-mail tdshinfo@td.com.
TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE
Page 31
Access to Quarterly Results Materials
Interested investors, the media, and others may view this fourth quarter earnings news release, results slides, supplementary financial information, supplemental
regulatory disclosure, and the 2024 Consolidated Financial Statements and MD&A documents on the TD website at www.td.com/investor/.
General Information
Products and services: Contact TD Canada Trust, 24 hours a day, seven days a week: 1-866-567-8888 French: 1-866-233-2323
Cantonese/Mandarin: 1-800-328-3698
Telephone device for the hearing impaired (TTY): 1-800-361-1180
Website:
www.td.com
Email: customer.service@td.com
Media contacts: https://stories.td.com/media-contacts
Quarterly Earnings Conference Call
TD Bank Group will host an earnings conference call in Toronto, Ontario on December 5, 2024. The call will be available live via TD’s website at 9:30 a.m. ET. The
call and audio webcast will feature presentations by TD executives on the Bank’s financial results for the fourth quarter, followed by a question-and-answer period
with analysts. The presentation material referenced during the call will be available on the TD website at www.td.com/investor on December 5, 2024 at
approximately 6:30 a.m. ET. A listen-only telephone line is available at 416-340-2217 or 1-800-806-5484 (toll free) and the passcode is 2829533#.
The audio webcast and presentations will be archived at
www.td.com/investor. Replay of the teleconference will be available from 5:00 p.m. ET on
December 5, 2024, until 11:59 p.m. ET on December 20, 2024 by calling 905-694-9451 or 1-800-408-3053 (toll free). The passcode is 8753393#.
Annual Meeting
Thursday, April 10, 2025
Toronto, Ontario
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD” or the “Bank”). TD is the sixth largest bank in North America by
assets and serves over 27.9 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal
and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America’s Most Convenient Bank
®
, TD Auto
Finance U.S., TD Wealth (U.S.), and an investment in The Charles Schwab Corporation; Wealth Management and Insurance, including TD Wealth (Canada),
TD Direct Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among the world’s leading online financial
services firms, with more than 17 million active online and mobile customers. TD had $2.06 trillion in assets on October 31, 2024. The Toronto-Dominion Bank
trades under the symbol “TD” on the Toronto and New York Stock Exchanges.
For further information contact:
Brooke Hales, Vice President, Investor Relations, 416-307-8647
Elizabeth Goldenshtein, Senior Manager, Corporate Communications, 416-994-4124
TD BANK GROUP DECLARES DIVIDENDS
(all amounts in Canadian dollars)
TORONTO – December 5, 2024 -
amount of one dollar and five cents ($1.05) per fully paid common share in the capital stock of the Bank has been
declared for the quarter ending January 31, 2025, payable on and after January 31, 2025, to shareholders of record at the
close of business on January 10, 2025.
In lieu of receiving their dividends in cash, holders of the Bank’s common shares may choose to have their dividends
reinvested in additional common shares of the Bank in accordance with the Dividend Reinvestment Plan (the “Plan”).
Under the Plan, the Bank has the discretion to either purchase the additional common shares in the open market or issue
them from treasury. If issued from treasury, the Bank may decide to apply a discount of up to 5% to the Average Market
Price (as defined in the Plan) of the additional shares. For the January 31, 2025 dividend, the Bank will issue the
additional shares from treasury, with no discount.
Registered holders of record of the Bank's common shares wishing to join the Plan can obtain an Enrolment Form from
TSX Trust Company (1-800-387-0825) or on the Bank's website, www.td.com/investor/drip.jsp. In order to participate in
the Plan in time for this dividend, Enrolment Forms for registered holders must be received by TSX Trust Company at
P.O. Box 4229, Postal Station A, Toronto, Ontario, M5W 0G1, or by facsimile at 1-888-488-1416, before the close of
business on January 10, 2025. Beneficial or non-registered holders of the Bank's common shares wishing to join the Plan
must contact their financial institution or broker for instructions on how to enroll in advance of the above date.
Registered holders who participate in the Plan and who wish to terminate that participation so that cash dividends to
which they are entitled to be paid on and after January 31, 2025 are not reinvested in common shares under the Plan
must deliver written notice to TSX Trust Company at the above address by no later than January 10, 2025. Beneficial or
non-registered holders who participate in the Plan and who wish to terminate that participation so that cash dividends to
which they are entitled to be paid on and after January 31, 2025 are not reinvested in common shares under the Plan
must contact their financial institution or broker for instructions on how to terminate participation in the Plan in advance of
January 10, 2025.
The Bank also announced that dividends have been declared on the following Non-Cumulative Redeemable Class A First
Preferred Shares of the Bank, payable on and after January 31, 2025, to shareholders of record at the close of business
on January 10, 2025:
● Series 1, in an amount per share of $0.310625;
● Series 5, in an amount per share of $0.24225;
● Series 7, in an amount per share of $0.2000625;
● Series 9, in an amount per share of $0.202625;
● Series 16, in an amount per share of $0.3938125; and
● Series 18, in an amount per share of $0.3591875.
The Bank for the purposes of the Income Tax Act (Canada) and any similar provincial legislation advises that the dividend
declared for the quarter ending January 31, 2025 and all future dividends will be eligible dividends unless indicated
otherwise.
About TD Bank Group
The Toronto -Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the
sixth largest bank in North America by assets and serves over 27.9 million customers in four key businesses operating in
a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD
Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America's Most Convenient Bank®,
TD Auto Finance U.S., TD Wealth (U.S.), and an investment in The Charles Schwab Corporation; Wealth Management
and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale Banking, including
TD Securities and TD Cowen. TD also ranks among the world's leading online financial services firms, with more than 17
million active online and mobile customers. TD had $2.06 trillion in assets on October 31, 2024. The Toronto -Dominion
Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
For more information contact: Jennifer dela Cruz
Senior Legal Officer, Corporate
Legal Department – Shareholder Relations
(416) 944-6367
Toll free 1-866-756-8936
Elizabeth Goldenshtein
Senior Manager, Corporate Communications
(416) 994-4124
December 5, 2024
The Toronto Stock Exchange
Canadian Securities Commissions
CDS Clearing and Depository Services Inc.
The Depository Trust & Clearing Corporation
Dear Sir/Madam:
Re: The Toronto-Dominion Bank (the "Bank") - Notice of Meeting and Record Dates
Pursuant to s. 2.2 of National Instrument 54-101
Communication with Beneficial Owners of Securities of a
Reporting Issuer
Name of Reporting Issuer
The Toronto -Dominion Bank
Meeting Date
April 10, 2025
Record Date for Notice
February 10, 2025
Record Date for Voting
Beneficial Ownership Determination Date
February 10, 2025
February 10, 2025
Classes or series of securities that entitle the
holder to receive notice of the meeting
Common shares
Classes or series of securities that entitle the
holder to vote at the meeting
Common shares
Notice & Access – Registered Holders
Notice & Access – Beneficial Holders
Issuer Sending Material Directly to NOBOs
Issuer Paying to Send Material to OBOs
Whether the meeting is a special meeting
1
Yes
Yes
No
Yes
No
Yours very truly,
/s/ Caroline Cook
Caroline Cook
Associate Vice President, Legal Treasury and Corporate
Securities
1
Bank Act
(Canada)
, is expected to be submitted to common shareholders.
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Bharat Masrani, Group President and Chief Executive Officer of The Toronto-Dominion
Bank, certify the following:
1.
Review
:
I have reviewed the AIF, if any, annual financial statements and annual
MD&A, including, for greater certainty, all documents and information that are
incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-
Dominion Bank (the “issuer”) for the financial year ended October 31, 2024.
2.
No misrepresentations
:
Based on my knowledge, having exercised reasonable
diligence, the annual filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was made, for
the period covered by the annual filings.
3.
Fair presentation
:
Based on my knowledge, having exercised reasonable
diligence, the annual financial statements together with the other financial
information included in the annual filings fairly present in all material respects the
financial condition, financial performance and cash flows of the issuer, as of the date
of and for the periods presented in the annual filings.
4.
Responsibility
:
The issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and
internal control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim
Filings
, for the issuer.
5.
Design
:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to
provide reasonable assurance that
(i) material information relating to the issuer is made known to us by
(ii) information required to be disclosed by the issuer in its annual
and
and
(b) designed ICFR, or caused it to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
5.1
Control framework
: The control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria) in 2013.
5.2 N/A
5.3 N/A
6.
Evaluation:
The issuer’s other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the
effectiveness of the issuer’s DC&P at the financial year end and the issuer
has disclosed in its annual MD&A our conclusions about the effectiveness of
DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the
effectiveness of the issuer’s ICFR at the financial year end and the issuer
has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial
year end based on that evaluation; and
(ii) N/A
7.
Reporting changes in ICFR
:
The issuer has disclosed in its annual MD&A any
change in the issuer’s ICFR that occurred during the period beginning on August 1,
2024 and ended on October 31, 2024 that has materially affected, or is reasonably
likely to materially affect, the issuer’s ICFR.
8.
Reporting to the issuer’s auditors and board of directors or audit committee
:
The issuer’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the
audit committee of the board of directors any fraud that involves management or
other employees who have a significant role in the issuer’s ICFR.
Date: December 5, 2024
/s/ Bharat Masrani
Bharat Masrani
Group President and Chief Executive Officer
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Kelvin Tran, Group Head and Chief Financial Officer of The Toronto-Dominion Bank,
certify the following:
1.
Review
:
I have reviewed the AIF, if any, annual financial statements and annual
MD&A, including, for greater certainty, all documents and information that are
incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-
Dominion Bank (the “issuer”) for the financial year ended October 31, 2024.
2.
No misrepresentations
:
Based on my knowledge, having exercised reasonable
diligence, the annual filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was made, for
the period covered by the annual filings.
3.
Fair presentation
:
Based on my knowledge, having exercised reasonable
diligence, the annual financial statements together with the other financial
information included in the annual filings fairly present in all material respects the
financial condition, financial performance and cash flows of the issuer, as of the date
of and for the periods presented in the annual filings.
4.
Responsibility
:
The issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and
internal control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim
Filings
, for the issuer.
5.
Design
:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to
provide reasonable assurance that
(i) material information relating to the issuer is made known to us by
(ii) information required to be disclosed by the issuer in its annual
and
and
(b) designed ICFR, or caused it to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
5.1
Control framework
: The control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria) in 2013.
5.2 N/A
5.3 N/A
6.
Evaluation:
The issuer’s other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the
effectiveness of the issuer’s DC&P at the financial year end and the issuer
has disclosed in its annual MD&A our conclusions about the effectiveness of
DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the
effectiveness of the issuer’s ICFR at the financial year end and the issuer
has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial
year end based on that evaluation; and
(ii) N/A
7.
Reporting changes in ICFR
:
The issuer has disclosed in its annual MD&A any
change in the issuer’s ICFR that occurred during the period beginning on August 1,
2024 and ended on October 31, 2024 that has materially affected, or is reasonably
likely to materially affect, the issuer’s ICFR.
8.
Reporting to the issuer’s auditors and board of directors or audit committee
:
The issuer’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the
audit committee of the board of directors any fraud that involves management or
other employees who have a significant role in the issuer’s ICFR.
Date: December 5, 2024
/s/ Kelvin Tran
Kelvin Tran
Group Head and Chief Financial Officer
INDEPENDENT AUDITOR’S REPORT
To the Shareholders and the Board of Directors of The Toronto-Dominion Bank
Opinion
We have audited the consolidated financial statements of The Toronto-Dominion Bank and its subsidiaries (TD), which comprise the Consolidated Balance Sheets
as at October 31, 2024 and 2023, and the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of
Changes in Equity, and Consolidated Statements of Cash Flows for the years then ended, and notes to the consolidated financial statements, including a summary
of material accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of TD as at October
31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in
the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of TD in accordance with the ethical
requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the year
ended October 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in
that context.
We have fulfilled the responsibilities described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report,
including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying consolidated financial statements.
Allowance for credit losses
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the allowance for credit losses in Note
3 of the consolidated financial statements. As disclosed in Note 8 to the consolidated financial statements, TD recognized $9,141
million in allowances for credit losses on its consolidated balance sheet using an expected credit loss model (ECL). The ECL is an
unbiased and probability-weighted estimate of credit losses expected to occur in the future, which is based on the probability of
default (PD), loss given default (LGD) and exposure at default (EAD) or the expected cash shortfall relating to the underlying
financial asset. The ECL is determined by evaluating a range of possible outcomes incorporating the time value of money and
reasonable and supportable information about past events, current conditions, and future economic forecasts. ECL allowances are
measured at amounts equal to either (i) 12-month ECL; or (ii) lifetime ECL for those financial instruments that have experienced a
significant increase in credit risk (SICR) since initial recognition or when there is objective evidence of impairment.
Auditing the allowance for credit losses was complex and required the application of significant judgment and involvement of
specialists because of the sophistication of the models, the forward-looking nature of the key assumptions, and the inherent
interrelationship of the critical variables used in measuring the ECL. Key areas of judgment include evaluating: (i) the models and
methodologies used for measuring both the 12-month and lifetime expected credit losses; (ii) the assumptions used in the ECL
scenarios including forward-looking information (FLI) and assigning probability weighting; (iii) the determination of SICR; and (iv) the
assessment of the qualitative component applied to the modelled ECL based on management’s expert credit judgment.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the
allowance for credit losses. The controls we tested included, amongst others, the development and validation of models and
selection of appropriate inputs including economic forecasting, determination of non-retail borrower risk ratings, the integrity of the
data used including the associated controls over relevant information technology (IT) systems, and the governance and oversight
over the modelled results and the use of expert credit judgment.
To test the allowance for credit losses, our audit procedures included, amongst others, involving our credit risk specialists to assess
whether the methodology and assumptions, including management’s SICR triggers, used in significant models that estimate the
ECL across various portfolios are consistent with the requirements of IFRS. This included reperforming the model validation
procedures for a sample of models to evaluate whether management’s conclusions were appropriate. With the assistance of our
economic specialists, we evaluated the models, methodology and process used by management to develop the FLI variable
forecasts for each scenario and the scenario probability weights. For a sample of FLI variables, we compared management’s FLI to
independently derived forecasts and publicly available information. On a sample basis, we recalculated the ECL to test the
mathematical accuracy of management’s models. We tested the completeness and accuracy of data used in measuring the ECL by
agreeing to source documents and systems and evaluated a sample of management’s non-retail borrower risk ratings against TD’s
risk rating policy. With the assistance of our credit risk specialists, we also evaluated management’s methodology and governance
over the application of expert credit judgment by evaluating that the amounts recorded were reflective of underlying credit quality
and macroeconomic trends. We also assessed the adequacy of disclosures related to the allowance for credit losses.
Fair value measurement of derivatives
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the fair value measurement of
derivatives in Note 3 of the consolidated financial statements. As disclosed in Note 5 of the consolidated financial statements, TD
has derivative assets of $78,061 million and derivative liabilities of $68,368 million recorded at fair value. Certain of these
derivatives are complex and illiquid and require valuation techniques that may include complex models and non-observable inputs,
requiring management’s estimation and judgment.
Auditing the valuation of certain derivatives required the application of significant auditor judgment and involvement of valuation
specialists in assessing the complex models and non-observable inputs used. Certain valuation inputs used to determine fair value
that may be non-observable include volatilities, correlations, and credit spreads. The valuation of certain derivatives is sensitive to
these inputs as they are forward-looking and could be affected by future economic and market conditions.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls, including
the associated controls over relevant IT systems, over the valuation of TD’s derivative portfolio. The controls we tested included,
amongst others, the controls over the suitability and mechanical accuracy of models used in the valuation of derivatives, and
controls over management’s independent assessment of fair values, including the integrity of data used in the valuation such as the
significant inputs noted above.
To test the valuation of these derivatives, our audit procedures included, amongst others, an evaluation of the methodologies and
significant inputs used by TD. With the assistance of our valuation specialists, we performed an independent valuation for a sample
of derivatives to assess the modelling assumptions and significant inputs used to estimate the fair value, which involved obtaining
significant inputs from independent external sources, where available. We also assessed the adequacy of the disclosures related to
the fair value measurement of derivatives.
Measurement of provision for uncertain tax positions
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to income taxes in Note 3 and Note 24 of
the consolidated financial statements. As a financial institution operating in multiple jurisdictions, TD is subject to complex and
constantly evolving tax legislation. Uncertainty in a tax position may arise as tax laws are subject to interpretation. TD uses
significant judgment in i) determining whether it is probable that TD will have to make a payment to tax authorities upon their
examination of certain uncertain tax positions and ii) measuring the amount of the provision.
Auditing TD’s provision for uncertain tax positions involved the application of judgment and is based on interpretation of tax
legislation and jurisprudence.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over TD’s
provision for uncertain tax positions. The controls we tested included, amongst others, the controls over the assessment of the
technical merits of tax positions and management’s process to measure the provision for uncertain tax positions.
With the assistance of our tax professionals, we assessed the technical merits and the amount recorded for uncertain tax positions.
Our audit procedures included, amongst others, using our knowledge of, and experience with, the application of tax laws by the
relevant income tax authorities to evaluate TD’s interpretations and assessment of tax laws with respect to uncertain tax positions.
We assessed the implications of correspondence received by TD from the relevant tax authorities and evaluated income tax
opinions or other third-party advice obtained. We also assessed the adequacy of the disclosures related to uncertain tax positions.
Valuation of Goodwill in the U.S. Personal and Commercial Banking group of Cash Generating Units
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the recoverable amount of its cash
generating units (‘CGU”) or group of CGUs to which goodwill has been allocated in Note 3 of the consolidated financial statements.
As disclosed in Note 14 of the consolidated financial statements, TD has $14,663 million of goodwill in the U.S. Retail segment,
which predominantly relates to the U.S. Personal and Commercial Banking group of cash generating units (“US P&C CGUs”).
Goodwill is assessed for impairment annually, or more frequently if impairment indicators are present.
Auditing the recoverable amount for the U.S. P&C CGUs was complex and required the application of significant auditor judgment
and involvement of valuation specialists in assessing certain significant assumptions in the impairment test. Significant assumptions
in the estimate of the recoverable amount included the discount rate and certain forward-looking assumptions, such as the terminal
growth rate, and forecasted earnings, which are affected by expectations about future market or economic conditions.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the
recoverable amount of TD’s U.S. P&C CGUs. The controls we tested included, amongst others, the controls over management’s
review of TD’s forecast as well as controls over management’s review of the model and methodology over significant assumptions
such as the discount rate and the terminal growth rate. We also tested controls over management’s review of the integrity of the
data used and the mathematical accuracy of their valuation model.
To test the estimated recoverable amount of the U.S. P&C CGUs, our audit procedures included, amongst others, with the
assistance of our valuation specialists, assessing the methodology and testing the significant assumptions and underlying data used
by TD in its assessment. We considered the selection and application of the discount rate by evaluating the inputs and
mathematical accuracy of the calculation, while also developing an independent estimate and comparing it to the discount rate
selected by management. We considered the selection and application of the terminal growth rate by evaluating the selected rate
against relevant market and economic forecast data. We evaluated the reasonability of the forecasted earnings by comparing to
historical results and considering our current understanding of the business as well as current economic trends. We assessed the
historical accuracy of management’s prior year estimates by performing a comparison of management’s prior year projections to
actual results. We performed sensitivity analysis on the significant assumptions to consider the impact of changes in the recoverable
amount that would result from changes in the assumptions. We also assessed the adequacy of the disclosures related to the
valuation of goodwill.
Other Information
Management is responsible for the other information. The other information comprises:
● Management’s Discussion and Analysis; and
● The information, other than the consolidated financial statements and our auditor’s report thereon, in the 2024 Annual Report
.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
We obtained Management’s Discussion and Analysis and the 2024 Annual Report prior to the date of this auditor’s report. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing
to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control
as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing TD’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate TD or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing TD’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of TD’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
● Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on TD’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause TD to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within TD to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our
audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Helen Mitchell.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
December 4, 2024
December 9, 2024
Shareholders and Directors of The Toronto-Dominion Bank
We are aware that The Toronto-Dominion Bank will furnish EY's Independent Auditor's Report prepared in accordance with Canadian generally accepted auditing
standards and dated December 4, 2024 as Exhibit 99.6 to its Form 6-K/A filed on December 9, 2024.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants