UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 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 _________ |
Form
40-F √ |
This Form 6-K is incorporated by reference into all outstanding Registration
Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.
EXHIBIT INDEX
FORM 6-K
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.
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THE TORONTO-DOMINION BANK |
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DATE: October 16, 2024 |
By: |
/s/ Caroline Cook |
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Name: |
Caroline Cook |
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Title: |
Associate Vice President, Legal Treasury and Corporate Securities |
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EXHIBIT 99.1
TD Bank Group Comments
on Expected Impact of the Charles Schwab Corporation's Third Quarter Earnings
TORONTO, October 16, 2024 - TD Bank Group (the "Bank") announced
today that it expects The Charles Schwab Corporation's ("Schwab") third quarter earnings to translate into approximately CDN $178
million of reported equity in net income of an investment in Schwab for the Bank's fiscal 2024 fourth quarter. Excluding acquisition-related
charges of approximately CDN $2 million after-tax and amortization of acquired intangibles
of approximately CDN $27 million after-tax, adjusted equity in net income of an investment in Schwab will be approximately CDN $207 million.
On August 21, 2024, the Bank announced that it had sold 40.5 million shares
of common stock of Schwab, which reduced the Bank’s ownership interest in Schwab from 12.3% to 10.1%.
TD Bank Group will release its fourth quarter financial results and host
an earnings conference call on December 5, 2024. Conference call and audio webcast details will be announced closer to that date.
Caution Regarding Use of Non-GAAP Information
The Bank's financial results are prepared in accordance with International Financial Reporting Standards (IFRS), the current generally
accepted accounting principles (GAAP). The Bank refers to results prepared in accordance with IFRS as "reported" results. The
Bank also utilizes non-GAAP financial measures referred to as "adjusted" results to assess each of its businesses and to measure
overall Bank performance. To arrive at adjusted results, the Bank removes "items of note", from reported results. The items
of note relate to items which management does not believe are indicative of underlying business performance. The Bank believes that adjusted
results provide the reader with a better understanding of how management views the Bank's performance. As explained, adjusted results
are different from reported results determined in accordance with IFRS. Adjusted results, items of note, and related terms used herein
are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other issuers. Please refer to the "Financial
Results Overview - How the Bank Reports" section of the Bank's 2023 Management's Discussion and Analysis ("2023 MD&A"),
as may be updated in subsequently filed quarterly reports to shareholders, for a reconciliation between the Bank's reported and adjusted
results.
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 2023 MD&A in the Bank's 2023 Annual Report under the heading "Economic Summary and Outlook",
under the headings "Key Priorities for 2024" 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 "2023 Accomplishments
and Focus for 2024" for the Corporate segment, and in other statements regarding the Bank's objectives and priorities for 2024 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 can be identified by words such as "anticipate", "believe", "could", "estimate",
"expect", "forecast", "goal", "intend", "may", "outlook", "plan",
"possible", "potential", "predict", "project", "should", "target", "will",
and "would" and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means
of identifying such statements.
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, and infrastructure), model, insurance, liquidity, capital adequacy,
legal, regulatory compliance and conduct, 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; geopolitical risk; inflation, rising rates and recession;
regulatory oversight and compliance risk; risks associated with the Bank's ability to satisfy the consent orders relating to its global
resolution of the civil and criminal investigations into the Bank's U.S. Bank Secrecy Act (BSA)/anti-money laundering (AML) program; the
impact of the resolution of the Bank's civil and criminal investigations into the Bank's BSA/AML program on the Bank's businesses, operations
and financial condition; 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; 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; model risk; fraud
activity; insider 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 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 change); exposure related to significant litigation
and regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes to the Bank's credit ratings; changes
in foreign exchange rates, interest rates, credit spreads and equity prices; 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; Interbank Offered Rate (IBOR) transition risk; critical accounting estimates and changes to accounting standards, policies,
and methods used by the Bank; the economic, financial, and other impacts of pandemics; 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 2023 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 heading
"Significant Events" or “Significant and Subsequent Events” in the relevant MD&A, which applicable releases
may be found on www.td.com, and to the Material Change Report dated October 10, 2024, which is available on SEDAR+. 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 2023 MD&A under
the heading "Economic Summary and Outlook", under the headings "Key Priorities for 2024" 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 "2023 Accomplishments and Focus for 2024" 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 law.
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
27.5 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
$1.97 trillion in assets on July 31, 2024. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York
Stock Exchanges.
For further information: Brooke Hales, Head
of Investor Relations, brooke.hales@td.com, 416-307-8647; Elizabeth Goldenshtein, Senior Manager, Corporate and Public Affairs, elizabeth.goldenshtein@td.com,
416-994-4124.
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