Form 6-K TORONTO DOMINION BANK For: Dec 02

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

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         ✓        

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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.

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.

Exhibit 99.1

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, 2021

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, 2021 and adjusted to a before-tax equivalent using an effective tax rate of 21.2% for the twelve months ended October 31, 2021, amounted to $316.2 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 $800.9 million for the twelve months ended October 31, 2021. The Bank’s reported net income, before interest on subordinated debt and liabilities for preferred shares and capital trust securities and income taxes was $17,511 million for the twelve months ended October 31, 2021, which was 21.9 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, 2021, was $17,678 million, which was 22.1 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 2021 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.

Exhibit 99.2

FOURTH QUARTER FINANCIAL HIGHLIGHTS, compared with the fourth quarter last year:

FULL YEAR FINANCIAL HIGHLIGHTS, compared with last year:

FOURTH QUARTER ADJUSTMENTS (ITEMS OF NOTE)

The fourth quarter reported earnings figures included the following items of note:

TORONTO, December 2, 2021 – TD Bank Group (“TD” or the “Bank”) today announced its financial results for the fourth quarter ended October 31, 2021. Reported earnings were $3.8 billion, down 26% compared with the fourth quarter last year, primarily reflecting a net gain on the sale of the Bank’s investment in TD Ameritrade. Adjusted earnings were $3.9 billion, up 30%.

“In 2021, we demonstrated the value of our diversified business model, delivering continued growth and shareholder returns while supporting millions of households and businesses through a second year of COVID-19-related disruption and uncertainty,” said Bharat Masrani, Group President and CEO, TD Bank Group. “Forward-focused investments in new capabilities and innovation drove higher loan and deposit volumes in our retail businesses, increased revenues in Wealth and Insurance, and strong results in our Wholesale business in the fourth quarter of 2021. We ended the year in a position of strength, with a growing base of customers across highly competitive and diversified businesses and a robust capital position, enabling us to increase our dividend and providing us with a strong foundation upon which to continue building our business in 2022.”

The Bank announced a dividend increase of ten cents per common share for the quarter ended January 31, 2022, an increase of 13%.

Canadian Retail saw momentum in loan and deposit volumes and wealth assets

Canadian Retail reported net income was $2,137 million, an increase of 19% compared with the fourth quarter last year. The increase in earnings reflects higher revenue and lower provisions for credit losses (PCL), partially offset by higher non-interest expenses. Revenue increased 8%, reflecting strong other income growth across all businesses, as well as strength in commercial loans, credit card sales and mortgage originations. Expenses rose 8% on increased spend to support business growth, including higher variable compensation, primarily in the Wealth business, and investments in technology. PCL decreased by $198 million from the fourth quarter last year, reflecting lower impaired and performing PCL, including a performing PCL recovery this year.

Canadian Retail finished the year with strong momentum, reporting record volumes in almost every business, supported by accelerated investments in products and services to help customers feel more confident about their financial decisions. The Personal Bank extended its lead in deposits and implemented additional tools and resources to provide better advice to customers as they consider mortgage refinancing and creditor protection options. TD Wealth achieved record growth in net assets and mutual fund net sales and made further enhancements to its direct investing capabilities, adding features to the GoalAssist app and launching the TD Direct Investing Index, a first-of-its-kind snapshot into market trends.

Record U.S. Retail results supported by consistent strong credit performance and sustained consumer recovery

U.S. Retail net income was $1,374 million (US$1,092 million), an increase of 58% compared with the fourth quarter last year. The Bank’s investment in The Charles Schwab Corporation (Schwab) contributed $246 million (US$195 million) in earnings, compared with the contribution of $339 million (US$255 million) from TD Ameritrade a year ago.

The U.S. Retail Bank, which excludes the Bank’s investment in Schwab, reported net income of $1,128 million (US$897 million), an increase of 112% (123% in U.S. dollars) from the fourth quarter last year, primarily reflecting lower PCL and higher revenue. Revenue increased 2% (8% in U.S. dollars), reflecting growth in consumer loans and accelerated fee amortization as the U.S. Retail Bank helped small business customers obtain forgiveness for approximately 36,500 (US$3.2 billion) Paycheck Protection Program (PPP) loans. PCL was a recovery of $76 million (US$62 million), lower by $648 million (US$495 million) from the same quarter last year, reflecting lower impaired and performing PCL, including a performing PCL recovery this year. Expenses were up 3% in U.S. dollars, reflecting continued investments in the business and higher incentive-based compensation. In Canadian dollars, expenses were down 3%, reflecting appreciation of the Canadian dollar.

The U.S. Retail Bank continued to deliver innovative solutions to enhance the customer experience and meet the growing need for individualized financial advice and investment solutions. TD Bank, America’s Most Convenient Bank^® (TD AMCB) announced an expanded collaboration with Autobooks to add invoicing to TD Business Simple Checking, making it easier for small and micro businesses to create and send digital invoices, and launched the Bank’s first robo-advisor and hybrid advisor capabilities, TD Automated Investing and TD Automated Investing Plus. The U.S. Retail Bank was proud that TD AMCB ranked first in the J.D. Power 2021 Small Business Banking Satisfaction Study in the South Region for the third time, and in U.S. Small Business Administration lending in its Maine-to-Florida footprint for the fifth consecutive year. TD Auto Finance also took the top spot in the Non-Captive National Bank – Prime Category of the J.D. Power 2021 Dealer Finance Satisfaction Study for the second consecutive year.

Strong Wholesale Banking performance in Q4

Wholesale Banking reported net income of $420 million this quarter, a decrease of 14% compared to a very strong fourth quarter last year, reflecting lower revenue and higher non-interest expenses, partially offset by lower PCL. Revenue for the quarter was $1,150 million, a decrease of 8% from last year’s elevated levels, primarily reflecting lower trading-related revenue, partially offset by higher lending revenue, advisory fees and equity underwriting. PCL for the quarter was a recovery of $77 million, compared with a recovery of $6 million in the fourth quarter last year, primarily reflecting a performing PCL recovery this quarter.

The Wholesale Bank was proud to deliver record performance in 2021 as it continued to execute its strategy to build trust and deliver integrated advice and solutions to clients with the goal of long-term shared success. Continuing to show leadership in the ESG space and supporting the transition to a low carbon economy, TD Securities was the only Canadian dealer among five Joint Lead Managers on the European Union’s first NextGenerationEU Green Bond, the world’s largest ever green bond issuance.

Capital

TD’s Common Equity Tier 1 Capital ratio was 15.2%¹.

Conclusion

“We are hopeful that recent progress to end the human and economic impacts of the COVID-19 pandemic will continue well into 2022. As we look ahead, we know that there is still much more to do as we rebuild our economies and tackle the complex challenges we face as a society to create a more sustainable and inclusive future for all. We have committed our know-how and resources to help drive progress,” added Masrani.

“I am proud of our achievements in 2021 and of the progress we have made, and I am most proud of our 90,000 colleagues around the world, who showed tremendous commitment and resilience over this past year. I am confident in TD’s future because of the confidence I have in them,” concluded Masrani.

The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements”.

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.

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The global economy’s recovery from the COVID-19 pandemic continues. As public health restrictions are lifted, activity is resuming in higher-contact sectors. However, supply disruptions are increasingly constraining the pace of the recovery. Shortages of microchips have led to significant reductions in automobile production around the world, while the logistics industry is struggling with backlogs that are slowing the delivery of products to their final destination.

Disparities in vaccination rates are driving varying health outcomes, exacerbating supply constraints. Recent outbreaks of COVID-19 in Asia have worsened input shortages and contributed to delays at ports. With containment measures continuing to interrupt workflows, global supply chains remain at risk of ongoing disruption, which could put upward pressure on prices and limit global economic growth.

The U.S. economy grew by an estimated 2% annualized in the third calendar quarter, down from 6.5% on average in the first half of the year. After unsustainable double-digit growth in each of the first two quarters, consumer spending slowed to an annualized rate of just 1.6% in the third quarter. Much of the pullback was due to a retreat in spending on durable goods. Motor vehicle sales, in particular, contracted by an annualized 54%, in part due to scarcity of available product. In contrast, spending on services continued to recover, but at a slower rate than in previous quarters, as concerns about the Delta variant weighed on the rebound in recreation, food services and accommodation sectors.

While U.S. GDP now exceeds its pre-recession level, the recovery has been highly imbalanced. As of the third calendar quarter, spending on goods was 7% above its pre-pandemic level, while spending on services – which comprise a much larger share of the economy – was still 1.6% below that threshold. The divergence has caused a widening in the trade deficit and contributed to supply shortages. A reorientation of activity back toward services should help alleviate some of these pressures, while high levels of savings should help households absorb higher prices and allow for continued growth in calendar 2022.

The recent slowdown in U.S. economic activity is less evident in the labour market. Job growth picked up in October, suggesting a re-acceleration in economic activity in the final quarter of the calendar year. Demand for workers is very strong – the rate of job openings hit a record high at the midpoint of the year and remains well above pre-pandemic levels – but it is taking longer for employers to fill positions. As of October, there were over three million fewer people in the U.S. labour force than prior to the pandemic. This shrinkage in the labour force is restraining job growth and helping push down the unemployment rate, which hit 4.6% in October.

The uneven nature of the recovery, alongside ongoing supply constraints, has led to elevated inflationary pressures. The consumer price index rose 5.4% year-over-year in September and has been above the 5% threshold since May of this year. Price pressures appear to be becoming more widespread, encompassing not just goods categories, such as food, energy and vehicles, but also services, including shelter. The latter have historically proven more persistent.

In November, the Federal Reserve took its first steps toward reducing monetary accommodation, announcing a reduction in its monthly asset purchases from the current rate of US$80 billion in Treasuries and US$40 billion in agency mortgage-backed securities. The central bank will reduce purchases of Treasuries by US$10 billion per month and purchases of mortgage-backed securities by US$5 billion per month, putting it on track to cease expanding its balance sheet by the middle of next year. After that point, TD Economics expects the Federal Reserve to raise the federal funds rate in 25 basis points (bps) increments twice in the second half of calendar 2022. The timing and magnitude of future rate increases may be altered should inflationary pressures fail to ease to the central bank’s satisfaction.

After a pullback in activity in the second calendar quarter, the Canadian economy returned to modest growth in the third quarter. Economic reopening has led to stronger growth in service areas of the economy, but drought conditions severely hampered agricultural output through the summer months, while supply chain shortages led to a pullback in manufacturing activity that has lasted through the fall. As these impacts fade, economic activity is expected to re-accelerate. While an uptick in virus cases poses a downside risk to the outlook, especially as the winter progresses, Canada’s high rates of vaccination and more consistent implementation of mitigating policies, including mask requirements and vaccine “green passes” for indoor activities, should reduce the likelihood of major disruptions to economic activity. Meanwhile, the large pool of excess savings should continue to support spending over the course of 2022.

One key advantage for the Canadian economy is the outperformance of the labour market, which has seen all of the jobs lost during the initial pandemic shock replaced, and the labour force return to its pre-pandemic size. Still, there is room for additional progress. Job growth has been concentrated in a handful of sectors, while employment in high-contact service industries, such as leisure and hospitality, remains well below pre-COVID levels. In contrast to the dynamic in the U.S., Canada’s strong labour force growth has limited the improvement in the unemployment rate, which sat at 6.7% in October. As in the United States, demand for labour is high and job growth is expected to remain healthy.

The Canadian housing market has remained resilient. After pulling back in the summer, resale activity has re-accelerated in recent months. Average home price growth has also picked up, reflecting tight market conditions across the country. Limited supply may support prices, but the rate of home price growth should slow given the erosion in affordability and an edging up of mortgage rates.

Consumer price inflation in Canada, while lower than in the U.S., has also picked up in recent months, reaching 4.4% in September, the fastest rate in thirteen years. Accelerating food price growth, along with rising energy and shelter costs, have pushed up inflation. Like the U.S. and other advanced economies, Canada is susceptible to further price pressures from prolonged global supply chain disruptions.

The Bank of Canada kept its overnight interest rate at 0.25% in October, but went one step further than the Federal Reserve in ending its asset purchase program outright. With a stronger labour market recovery, this puts the Bank of Canada in a position to begin raising interest rates earlier than the Federal Reserve. TD Economics expects the overnight rate to rise by 25 bps in the second calendar quarter of 2022, with two more 25 bps increases to come before the end of the calendar year. TD Economics expects the Canadian dollar to remain in a range of 79-81 U.S. cents over the next two years.

THE BANK’S RESPONSE TO COVID-19

Efforts to contain the COVID-19 pandemic continued to have a profound impact on economies around the world throughout fiscal 2021. In North America, the banking sector implemented a variety of measures in March and April of 2020 to ease the strain on consumers and businesses, some of which continued into 2021. Similarly, governments, crown corporations, central banks, and regulators introduced programs to mitigate the fallout of the crisis and support the effective functioning of financial markets, and some of those measures also remained in place in 2021. TD has been actively engaged in the ongoing effort to respond to the COVID-19 pandemic, guided by the principles of supporting the well-being of its customers and colleagues and maintaining the Bank’s operational and financial resilience.

Beginning in the second quarter of 2020, the Bank enabled substantially all of its employees to work from home. While most of the Bank’s branch and store employees were able to return to their workplaces before the 2021 fiscal year began, approximately 60,000 TD colleagues continued to work from home throughout the 2021 fiscal year, and these arrangements are expected to remain in place for some time. TD’s operations, including the Bank’s technology infrastructure, network capacity, enterprise cloud capabilities, and remote access systems have remained stable in the months since the onset of COVID-19, providing ongoing support for work from home arrangements and a continued high level of online and mobile customer traffic. The Bank continues to evaluate its medium- and long-term plans related to COVID-19, including the impact of the economic recovery and, for various ‘return to the workplace’ scenarios.

In fiscal 2020, the Bank offered several forms of direct financial assistance to customers experiencing financial hardship due to COVID-19, including deferral of loan payments. The bulk of this assistance has largely run its course, except for deferrals of real estate secured loans in the U.S., where the program allowed deferrals for up to 18 months. There have been few other customer requests for extensions. As of October 31, 2021, gross loan balances that remained subject to

COVID-related deferral programs were approximately $0.04 billion in Canada, primarily reflecting Small Business Banking and Commercial Lending portfolios ($4.4 billion as at October 31, 2020, primarily reflecting Real Estate Secured Lending, Other Consumer Lending, Small Business Banking and Commercial Lending portfolios), and US$0.49 billion in the United States, primarily in the Real Estate Secured Lending portfolio (US$2.2 billion as at October 31, 2020, primarily reflecting Real Estate Secured Lending, Other Consumer Lending, Small Business Banking and Commercial Lending portfolios). Delinquency rates for customers that have exited deferral are higher than for the broader population but remain low in absolute terms, reflecting the continuation of government support and TD’s proactive outreach to clients. The Bank continues to provide advice and assistance to customers through its usual channels, TD Helps in Canada and TD Cares in the U.S. Any financial relief offered through these channels is not included in the balances disclosed above.

In addition to direct financial assistance, the Bank continues to support programs for individuals and businesses introduced by the Canadian and U.S. governments described below.

Canada Emergency Business Account Program

Under the Canada Emergency Business Account (CEBA) Program, with funding provided by Her Majesty in Right of Canada (the “Government of Canada”) and Export Development Canada (EDC) as the Government of Canada’s agent, the Bank provided eligible business banking customers with an interest-free, partially forgivable loan of up to $60,000 until December 31, 2022. If the loan is not repaid by December 31, 2022, it will be extended for an additional 3-year term bearing an interest rate of 5% per annum. The application window for new CEBA loans and expansion requests closed on June 30, 2021. The funding provided to the Bank by the Government of Canada in respect of the CEBA Program represents an obligation to pass-through collections on the CEBA loans and is otherwise non-recourse to the Bank. As of October 31, 2021, the Bank had provided approximately 213,000 customers (July 31, 2021 – 211,000) with CEBA loans and had funded approximately $11.6 billion (July 31, 2021 – $11.5 billion) in loans under the program.

U.S. Coronavirus Aid, Relief, and Economic Security Act, Paycheck Protection Program

Under the Paycheck Protection Program (PPP) established by the U.S. Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the Small Business Administration (SBA), the Bank provided loans to small businesses to assist them in retaining workers, maintaining payroll, and covering other expenses. PPP loans have a 2-year or 5-year term, bear an interest rate of 1% per annum, and are 100% guaranteed by the SBA. The full principal amount of the loan and any accrued interest are eligible for forgiveness if the loan is used for qualifying expenses. The Bank receives fees on PPP loans generally ranging from 1-5% of the loan’s value at origination. The fees are amortized over the life of the loan, with any unamortized amount upon forgiveness being recognized immediately as income. The Bank will be paid by the SBA for any portion of the loan that is forgiven. The application window for new PPP loans closed on May 31, 2021. As of October 31, 2021, the Bank had funded approximately 133,000 PPP loans (July 31, 2021 – 133,000) and had approximately 36,000 PPP loans outstanding (July 31, 2021 – 72,500) with a gross carrying amount of approximately US$3.1 billion (July 31, 2021 – US$6.3 billion). During the three months ended October 31, 2021, no new PPP loans were originated (three months ended July 31, 2021 – 2,000 new PPP loans, US$0.2 billion) and approximately 36,500 PPP loans (US$3.2 billion) were forgiven (three months ended July 31, 2021 – 27,500 PPP loans, US$3.7 billion).

Other Programs

During 2021, the Bank continued to work with federal Crown Corporations, including EDC and the Business Development Bank of Canada (BDC) to deliver various other guarantee and co-lending programs for the Bank’s clients. This includes the Highly Affected Sectors Credit Availability Program (HASCAP) Guarantee to provide support to Canadian businesses that have been highly affected by and are facing economic hardship as a result of the COVID-19 pandemic which launched in the second fiscal quarter. In addition, TD is working with Canada’s federal government to facilitate access to the Canada Recovery Benefit and Canada Emergency Wage Subsidy through Canada Revenue Agency direct deposit.

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 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

On October 6, 2020, the Bank acquired an approximately 13.5% stake in Schwab following the completion of Schwab’s acquisition of TD Ameritrade Holding Corporation (“TD Ameritrade”) of which the Bank was a major shareholder (the “Schwab transaction”). For further details, refer to Note 12 of the 2021 Consolidated Financial Statements. The Bank’s share of Schwab’s earnings is reported with a one-month lag, and the Bank started recording its share of Schwab’s earnings on this basis in the first quarter of fiscal 2021. 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 and the acquisition and integration charges related to the Schwab transaction.

On November 25, 2019, the Bank and Schwab entered into an insured deposit account agreement (the “Schwab IDA Agreement”), which became effective upon closing of the Schwab transaction and has an initial expiration date of July 1, 2031. Refer to the “Related Party Transactions” section in the 2021 MD&A for further details.

SIGNIFICANT ACQUISITIONS

The Bank completed two acquisitions during fiscal 2021:

Acquisition of Wells Fargo & Company’s Canadian Direct Equipment Finance Business

On May 1, 2021, the Bank acquired the Canadian Direct Equipment Finance business of Wells Fargo & Company. The results of the acquired business have been consolidated from the acquisition date and included in the Canadian Retail segment.

Acquisition of Headlands Tech Global Markets, LLC

On July 1, 2021, the Bank acquired Headlands Tech Global Markets, LLC, a Chicago based quantitative fixed income trading company. The results of the acquired business have been consolidated from the acquisition date and included in the Wholesale segment.

These acquisitions were accounted for as business combinations under the purchase method. The excess of accounting consideration over the fair value of tangible net assets acquired is allocated to other intangibles and goodwill.

The following table provides the operating results on a reported basis for the Bank.

The following table provides a reconciliation between the Bank’s adjusted and reported results.

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 attributable 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 was decreased to 9% Common Equity Tier 1 (CET1) Capital effective the second quarter of 2020 compared with 10.5% in the first quarter of 2020, and 10% in fiscal 2019.

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 TD Ameritrade 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.

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.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank reports its results under three key business segments: Canadian Retail, which includes the results of the personal and commercial banking, wealth, and insurance businesses; U.S. Retail, which includes the results of the personal and business banking operations, wealth management services, and the Bank’s investment in Schwab; 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 29 of the Bank’s Consolidated Financial Statements for the year ended October 31, 2021.

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 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 $36 million, compared with $44 million in the fourth quarter last year, and $37 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 and the acquisition and integration charges related to the Schwab transaction are recorded in the Corporate segment.

Quarterly comparison – Q4 2021 vs. Q4 2020

Canadian Retail reported net income for the quarter was $2,137 million, an increase of $335 million, or 19%, compared with the fourth quarter last year, reflecting higher revenue and lower PCL, partially offset by higher non-interest expenses. On an adjusted basis, net income increased $311 million, or 17%. The reported and adjusted annualized ROE for the quarter was 47.7%, compared with 40.5% and 41.0%, respectively, in the fourth quarter last year.

Canadian Retail revenue is derived from the Canadian personal and commercial banking, wealth, and insurance businesses. Revenue for the quarter was $6,520 million, an increase of $491 million, or 8%, compared with the fourth quarter last year.

Net interest income was $3,062 million, an increase of $80 million, or 3%, reflecting volume growth, partially offset by lower deposit margins. Average loan volumes increased $37 billion, or 8%, reflecting 8% growth in personal loans and 11% growth in business loans. Average deposit volumes increased $47 billion, or 11%, reflecting 8% growth in personal deposits, 17% growth in business deposits, and 12% growth in wealth deposits. Net interest margin was 2.57%, a decrease of 14 bps, reflecting changes to balance sheet mix and the ongoing impact of the low interest rate environment.

Non-interest income was $3,458 million, an increase of $411 million, or 13%, reflecting higher fee-based revenue in the wealth and banking businesses, and higher insurance volumes, partially offset by a decrease in the fair value of investments supporting claims liabilities which resulted in a similar decrease in insurance claims.

Assets under administration (AUA) were $557 billion as at October 31, 2021, an increase of $124 billion, or 29%, and Assets under management (AUM) were $427 billion as at October 31, 2021, an increase of $69 billion, or 19%, compared with the fourth quarter last year, both reflecting market appreciation and new asset growth.

PCL was $53 million, a decrease of $198 million, compared with the fourth quarter last year. PCL – impaired for the quarter was $140 million, a decrease of $59 million, or 30% largely in the credit card and commercial lending portfolios, primarily related to improved credit conditions. PCL – performing was a recovery of $87 million, lower by $139 million, reflecting a performing allowance increase in the prior year, and allowance release this quarter largely related to improved credit conditions. Total PCL as an annualized percentage of credit volume was 0.04%, or a decrease of 18 bps compared with the fourth quarter last year.

Insurance claims and related expenses for the quarter were $650 million, an increase of $20 million, or 3%, compared with the fourth quarter last year, reflecting less favourable prior years’ claims development and higher current year claims from business growth, partially offset by improved current year claims experience and a decrease in the fair value of investments supporting claims liabilities which resulted in a similar decrease in non-interest income.

Reported non-interest expenses for the quarter were $2,912 million, an increase of $228 million, or 8%, compared with the fourth quarter last year, reflecting higher spend supporting business growth, including technology and marketing costs, higher employee-related expenses and variable compensation, partially offset by prior year charges related to the Greystone acquisition. On an adjusted basis, non-interest expenses increased $253 million, or 10%.

The reported and adjusted efficiency ratio for the quarter was 44.7%, compared with 44.5% and 44.1%, respectively, in the fourth quarter last year.

Quarterly comparison – Q4 2021 vs. Q3 2021

Canadian Retail net income for the quarter increased $12 million, or 1%, compared with the prior quarter, reflecting lower PCL and lower insurance claims, partially offset by higher non-interest expenses and impact of premium rebates for customers in the insurance business. The annualized ROE for the quarter was 47.7%, compared with 47.6% in the prior quarter.

Revenue decreased $59 million, or 1%, compared with the prior quarter. Net interest income increased $18 million, or 1%, reflecting volume growth, partially offset by lower margins. Average loan volumes increased $10 billion, or 2%, reflecting 2% growth in personal loans and 3% growth in business loans. Average deposit volumes increased $12 billion, or 3%, reflecting 2% growth in personal deposits, 4% growth in business deposits, and 3% growth in wealth deposits. Net interest margin was 2.57%, a decrease of 4 bps, reflecting lower mortgage prepayment revenue.

Non-interest income decreased $77 million, or 2%, reflecting the impact of premium rebates for customers in the insurance business and a decrease in the fair value of investments supporting claims liabilities which resulted in a similar decrease in insurance claims, partially offset by higher fee-based revenue in the wealth and banking businesses.

AUA increased $19 billion, or 4%, and AUM increased $7 billion, or 2%, compared with the prior quarter, both reflecting market appreciation and new asset growth.

PCL was $53 million, a decrease of $47 million, compared with the prior quarter. PCL – impaired decreased $14 million, or 9%, primarily reflected in the consumer lending portfolios. PCL – performing was a recovery of $87 million compared to a recovery of $54 million in the prior quarter, largely reflecting continued improvement in credit conditions. Total PCL as an annualized percentage of credit volume was 0.04%, a decrease of 4 bps.

Insurance claims and related expenses for the quarter decreased $186 million, or 22%, compared with the prior quarter, reflecting more favourable prior years’ claims development, fewer severe weather-related events and a decrease in the fair value of investments supporting claims liabilities which resulted in a similar decrease in non-interest income.

Non-interest expenses increased $164 million, or 6%, compared with the prior quarter, reflecting higher spend supporting business growth, including technology and marketing costs, higher employee-related expenses and variable compensation.

The efficiency ratio for the quarter was 44.7%, compared with 41.8% in the prior quarter.

Quarterly comparison – Q4 2021 vs. Q4 2020

U.S. Retail net income for the quarter was $1,374 million (US$1,092 million), an increase of $503 million (US$434 million), or 58% (66% in U.S. dollars), compared with the fourth quarter last year. The annualized ROE for the quarter was 14.5%, compared with 9.0%, 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. Net income for the quarter from the U.S. Retail Bank and the Bank’s investment in Schwab were $1,128 million (US$897 million) and $246 million (US$195 million), respectively.

The contribution from the Bank’s investment in Schwab of US$195 million decreased US$60 million, or 24%, compared with the contribution from the Bank’s investment in TD Ameritrade in the fourth quarter last year.

U.S. Retail Bank net income of US$897 million increased US$494 million, primarily reflecting lower PCL and higher revenue.

U.S. Retail Bank revenue is derived from personal and business banking, and wealth management businesses. Revenue for the quarter was US$2,212 million, an increase of US$158 million, or 8%, compared with the fourth quarter last year. Net interest income increased US$107 million, or 7%, reflecting accelerated fee amortization from PPP loan forgiveness and growth in deposit volumes, partially offset by lower deposit margins. Net interest margin was 2.21%, a decrease of 6 bps, primarily reflecting lower deposit margins, partially offset by PPP loan forgiveness. Non-interest income increased US$51 million, or 10%, primarily reflecting higher valuation of certain investments and fee income growth from increased customer activity.

Average loan volumes decreased US$11 billion, or 6%, compared with the fourth quarter last year, reflecting a 1% decline in personal loans, and a 10% decline in business loans, primarily due to PPP loan forgiveness and paydowns and lower line usage on commercial loans. Average deposit volumes increased US$26 billion, or 7%, reflecting a 16% increase in personal deposit volumes, and an 11% increase in business deposit volumes, partially offset by a 2% decrease in sweep deposit volumes.

AUA were US$30 billion as at October 31, 2021, an increase of US$6 billion, or 25%, compared with the fourth quarter last year, reflecting loan and deposit growth. AUM were US$41 billion as at October 31, 2021, an increase of US$2 billion, or 5%, reflecting market appreciation, partially offset by net asset outflows.

PCL for the quarter was a recovery of US$62 million, lower by US$495 million compared with the fourth quarter last year. PCL – impaired was US$53 million, a decrease of US$58 million, or 52%, largely related to improved credit conditions. PCL – performing was a recovery of US$115 million, lower by US$437 million, reflecting a performing allowance increase in the prior year, and a release this quarter reflecting improved credit conditions. 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 -0.15%, lower by 116 bps, compared with the fourth quarter last year.

Non-interest expenses for the quarter were US$1,288 million, an increase of US$34 million, or 3%, compared with the fourth quarter last year, primarily reflecting higher incentive compensation costs and higher investments in the business, partially offset by productivity savings.

Income taxes reflect a provision of US$89 million, compared to a recovery of US$36 million in the fourth quarter last year, higher by US$125 million, primarily reflecting higher pre-tax income, partially offset by changes to the estimated liability for uncertain tax positions.

The efficiency ratio for the quarter was 58.2%, compared with 61.1% in the fourth quarter last year.

Quarterly comparison – Q4 2021 vs. Q3 2021

U.S. Retail net income increased $79 million (US$40 million), or 6% (4% in U.S. dollars), compared with the prior quarter. The annualized ROE for the quarter was 14.5%, compared to 13.8%, in the prior quarter.

The contribution from the Bank’s investment in Schwab was US$195 million, an increase of US$34 million, or 21%, compared with the prior quarter, primarily reflecting higher net interest revenue, lower operating expenses, and higher asset management fees.

U.S. Retail Bank net income for the quarter increased US$6 million, or 1%, compared with the prior quarter.

Revenue for the quarter increased US$32 million, or 1%. Net interest income increased US$54 million, or 3%, and net interest margin was 2.21%, an increase of 5 bps, reflecting higher investment income and accelerated fee amortization from PPP loan forgiveness. Non-interest income decreased US$22 million, or 4%, primarily reflecting lower losses on low-income housing investments in the prior quarter, partially offset by higher valuation of certain investments in the current quarter.

Average loan volumes decreased US$4 billion, or 2%, compared with the prior quarter, reflecting a 6% decline in business loans, primarily due to PPP loan forgiveness and paydowns and lower line usage on commercial loans, partially offset by a 2% increase in personal loans. Average deposit volumes were relatively flat, reflecting a 4% increase in business deposit volumes and 2% increase in personal deposit volumes, offset by a 3% decrease in sweep deposit volumes.

AUA were US$30 billion as at October 31, 2021, an increase of US$1 billion, or 4%, compared with the prior quarter, reflecting loan and deposit growth. AUM were US$41 billion as at October 31, 2021, flat compared with prior quarter.

PCL was a recovery of US$62 million compared with a recovery of US$74 million in the prior quarter. PCL – impaired was flat compared to prior quarter. PCL – performing was a recovery of US$115 million, compared with a recovery of US$127 million in the prior quarter, largely reflecting continued improvement in credit conditions. 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 -0.15%, higher by 3 bps.

Non-interest expenses for the quarter increased US$55 million, or 4%, compared with the prior quarter, reflecting higher marketing expenses and investments in the business coupled with higher incentive compensation costs.

Income taxes reflect a provision of US$89 million compared to a provision of US$130 million in the prior quarter, a decrease of US$41 million, primarily reflecting changes to the estimated liability for uncertain tax positions.

The efficiency ratio for the quarter was 58.2%, compared with 56.6%, in the prior quarter.

Quarterly comparison – Q4 2021 vs. Q4 2020

Wholesale Banking net income for the quarter was $420 million, a decrease of $66 million, or 14%, compared with the fourth quarter last year, reflecting lower revenue and higher non-interest expenses, partially offset by lower PCL.

Wholesale Banking revenue is derived primarily from capital markets and corporate and investment banking services provided to corporate, government, and institutional clients. Wholesale Banking generates revenue from corporate lending, advisory, underwriting, sales, trading and research, client securitization, trade finance, cash management, prime services, and trade execution services. Revenue for the quarter was $1,150 million, a decrease of $104 million, or 8%, compared with the fourth quarter last year, primarily reflecting lower trading-related revenue, partially offset by higher lending revenue, advisory fees, and equity underwriting.

PCL for the quarter was a recovery of $77 million, compared with a recovery of $6 million in the fourth quarter last year. PCL – impaired was a recovery of $14 million. PCL – performing was a recovery of $63 million, lower by $76 million, primarily reflecting an allowance release this quarter related to improved credit conditions.

Non-interest expenses were $658 million, an increase of $77 million, or 13%, compared with the fourth quarter last year, primarily reflecting higher employee-related costs from continued investment in Wholesale Banking’s U.S. dollar strategy and higher variable compensation.

Quarterly comparison – Q4 2021 vs. Q3 2021

Wholesale Banking net income for the quarter increased $90 million, or 27%, compared with the prior quarter, reflecting higher revenue and lower PCL, partially offset by higher non-interest expenses.

Revenue for the quarter increased $67 million, or 6%, primarily reflecting higher trading-related revenue, lending revenue, and advisory fees.

PCL for the quarter was a recovery of $77 million, lower by $79 million compared with the prior quarter. PCL – impaired was a recovery of $14 million. PCL – performing was a recovery of $63 million, lower by $65 million, largely reflecting improved credit conditions.

Non-interest expenses for the quarter increased $23 million, or 4%, reflecting higher technology infrastructure, software, and development costs.

Quarterly comparison – Q4 2021 vs. Q4 2020

Corporate segment’s reported net loss for the quarter was $150 million, compared with reported net income of $1,984 million in the fourth quarter last year. The year-over-year decrease was primarily attributable to a net gain on sale of the Bank’s investment in TD Ameritrade of $1,421 million ($2,250 million after-tax) in the prior year, partially offset by lower net corporate expenses and a higher contribution from other items. The decrease in net corporate expenses largely reflects $163 million ($121 million after-tax) in corporate real estate optimization costs in the prior year. The increase in other items primarily reflects higher revenue from treasury and balance sheet management activities this quarter. The adjusted net loss for the quarter was $65 million, compared with an adjusted net loss of $213 million in the fourth quarter last year.

Quarterly comparison – Q4 2021 vs. Q3 2021

Corporate segment’s reported net loss for the quarter was $150 million, compared with a reported net loss of $205 million in the prior quarter. The quarter-over-quarter decrease reflects a higher contribution from other items, partially offset by higher net corporate expenses. The increase in other items primarily reflects higher revenue from treasury and balance sheet management activities this quarter. Net corporate expenses increased $33 million compared to the prior quarter. The adjusted net loss for the quarter was $65 million, compared with an adjusted net loss of $122 million in the prior quarter.

CONSOLIDATED FINANCIAL STATEMENTS