UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE | |||
| SECURITIES EXCHANGE ACT OF 1934 | ||||
| OR | ||||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE | |||
| SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended October 31, 2017 | Commission File Number 1-14446 |
| THE TORONTO-DOMINION BANK |
| (Exact name of Registrant as specified in its charter) |
| Canada |
| (Province or other jurisdiction of incorporation or organization) |
| 6029 |
| (Primary Standard Industrial Classification Code Number (if applicable)) |
| 13-5640479 |
| (I.R.S. Employer Identification Number (if applicable)) |
|
c/o General Counsel’s Office P.O. Box 1 Toronto, Ontario M5K 1A2 (416) 308-6963 |
| (Address and telephone number of Registrant’s principal executive offices) |
|
Glenn Gibson, The Toronto-Dominion Bank 31 West 52nd Street New York, NY 10019-6101 (212) 827-7000 |
|
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Name of each exchange on which registered | |
| Common Shares | New York Stock Exchange | |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
| Not Applicable |
| (Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
| Not Applicable |
| (Title of Class) |
For annual reports, indicate by check mark the information filed with this form:
| ☒ | Annual information form | ☒ | Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| Common Shares | 1,842,469,582 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series S | 5,387,491 |
| Non-Cumulative Floating Rate Preferred Shares, Series T | 4,612,509 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series Y | 5,481,853 |
| Non-Cumulative Floating Rate Preferred Shares, Series Z | 4,518,147 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 1 (Non-Viability Contingent Capital) | 20,000,000 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 3 (Non-Viability Contingent Capital) | 20,000,000 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 (Non-Viability Contingent Capital) | 20,000,000 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 7 (Non-Viability Contingent Capital) | 14,000,000 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 9 (Non-Viability Contingent Capital) | 8,000,000 |
| Non-Cumulative Fixed Rate Class A First Preferred Shares, Series 11 (Non-Viability Contingent Capital) | 6,000,000 |
| Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 12 (Non-Viability Contingent Capital) | 28,000,000 |
|
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 14 (Non-Viability Contingent Capital) |
40,000,000 |
|
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 16 (Non-Viability Contingent Capital) |
14,000,000
|
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the Registrant in connection with such Rule.
| Yes ☐ | No ☒ | ||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| Yes ☒ | No ☐ | ||
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
| Yes ☐ | No ☐ | ||
Indicate by check mark whether the Registrant is an emerging growth company, as defined in Rule 12b-2 of the Exchange Act.
| Emerging growth company ☐ | |||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
| ☐ |
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Disclosure Controls and Procedures
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures – Disclosure Controls and Procedures included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Management’s Annual Report on Internal Control Over Financial Reporting
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures - Management’s Report on Internal Control Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Attestation Report of the Registered Public Accounting Firm
The disclosure provided under the heading Independent Auditors’ Report of Registered Public Accounting Firm to Shareholders – Report on Internal Control under Standards of the Public Company Accounting Oversight Board (United States) included in Exhibit 99.3: 2017 Annual Financial Statements is incorporated by reference herein.
Changes in Internal Control Over Financial Reporting
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures - Changes in Internal Control Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Audit Committee Financial Expert
The disclosure provided under the heading Directors and Executive Officers - Audit Committee included in Exhibit 99.1: Annual Information Form dated November 29, 2017 is incorporated by reference herein.
Code of Ethics
The Registrant has adopted the Code of Conduct and Ethics for Employees and Directors (the “Code”) as its code of ethics applicable to all its employees and directors, including the Registrant’s Group President and Chief Executive Officer, Group Head and Chief Financial Officer, and Senior Vice President Finance, Controller & Chief Accountant. The Registrant posts the Code on its website at www.td.com and also undertakes to provide a copy of its code of ethics to any person without charge upon request. Such request may be made by mail, telephone, facsimile or e-mail to:
The Toronto-Dominion Bank
TD Shareholder Relations
P.O. Box 1, Toronto-Dominion Centre
Toronto, Ontario, Canada M5K 1A2
Telephone: 1-866-756-8936
Facsimile: 416-982-6166
E-mail: tdshinfo@td.com
On May 2, 2017, an amended version of the Code was filed with the SEC on Form 6-K and made available on the Registrant’s website.
The key amendments made to the Code at that time, included the addition of new wording at: a) Section 4 – Protecting TD Information – to clarify that in the U.S., employees are entitled to disclose trade secrets to certain government authorities in certain circumstances; b) Section 7B – Reporting Violations – added language to highlight TD's Whistleblower Hotline program and reinforce the protections afforded to whistleblowers; c) Section 2J – TD's Expense Control Framework and Reasonable Expenses – added language to clarify that personal use of corporate credit cards is prohibited; Section 2C) Alcohol and Substance Abuse - adjusted language to address legislative changes around legalization of marijuana. In addition to these changes, certain other editorial, technical, administrative and non-substantive amendments were made to the Code.
No waivers from the provisions of the Code were granted in the fiscal year ended October 31, 2017 to the Registrant’s Group President and Chief Executive Officer, Group Head and Chief Financial Officer, and Senior Vice President Finance, Controller & Chief Accountant.
Principal Accountant Fees and Services
The disclosure regarding Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees provided under the heading Directors and Executive Officers – Pre-Approval Policies and Shareholders’ Auditor Service Fees included in Exhibit 99.1: Annual Information Form dated November 29, 2017 is incorporated by reference herein.
Pre-Approval Policy for Audit and Non-Audit Services
The disclosure provided under the heading Directors and Executive Officers – Pre-Approval Policies and Shareholders’ Auditor Service Fees included in Exhibit 99.1: Annual Information Form dated November 29, 2017 is incorporated by reference herein.
During the fiscal year ended October 31, 2017, the waiver of pre-approval provisions set forth in the applicable rules of the SEC were not utilized for any services related to Audit-Related Fees, Tax Fees or All Other Fees and the Audit Committee did not approve any such fees subject to the waiver of pre-approval provisions.
Hours Expended on Audit Attributed to Persons Other than the Principal Accountant’s Employees
Not Applicable
Off-balance Sheet Arrangements
The disclosure provided under the heading Group Financial Condition – Securitization and Off-Balance Sheet Arrangements included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Tabular Disclosure of Contractual Obligations
The disclosure provided in Exhibit 99.5 Contractual Obligations by Remaining Maturity is incorporated by reference herein.
Identification of the Audit Committee
The disclosure provided under the heading Directors and Executive Officers – Audit Committee included in Exhibit 99.1: Annual Information Form dated November 29, 2017 identifying the Registrant’s Audit Committee is incorporated by reference herein.
Mine Safety Disclosure
Not Applicable
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Comparison of NYSE Corporate Governance Rules
A Comparison of NYSE Corporate Governance Rules Required to be followed by U.S. Domestic Issuers and the Corporate Governance Practices of The Toronto-Dominion Bank (Disclosure Required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Corporate Governance section of the Registrant’s website www.td.com/governance.
Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| Registrant: | THE TORONTO-DOMINION BANK | |
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| By: | /s/ Ellen Patterson | |
| Name: | Ellen Patterson | |
| Title: |
Group Head, General Counsel
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| Date: | November 30, 2017 | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 40-F
ANNUAL REPORT PURSUANT TO
SECTION 13(a) or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
_______________________________________
THE TORONTO-DOMINION BANK
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EXHIBITS
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INDEX TO EXHIBITS