TORONTO, Dec. 10, 2018 /CNW/ - The Toronto-Dominion Bank
(TD) (TSX: TD) announced today that the Toronto Stock Exchange (TSX) and the Office of the Superintendent of Financial
Institutions Canada (OSFI) have approved TD's amended normal course issuer bid. As previously announced, the purpose of the
amendment is to increase the number of common shares that TD may repurchase from 20 million to 40 million. This increase
represents approximately 1.1% of the 1,845,631,873 common shares issued and outstanding as
of March 31, 2018. TD has completed the purchase of 20 million common shares for cancellation since
the commencement of its current normal course issuer bid.
The normal course issuer bid will continue until April 12, 2019, or such earlier date as
TD may determine or as TD may complete its purchases pursuant to the amended notice of intention filed with the TSX. Under
the rules of the TSX, TD is entitled to repurchase, during each trading day, up to 787,739 common shares (excluding purchases
made pursuant to the block purchase exception), being 25% of the average daily trading volume of 3,150,956 common shares during
the six calendar months prior to the commencement of the bid.
Repurchases will continue to be made through the facilities of the TSX as well as through other designated exchanges and
alternative trading systems in Canada in accordance with applicable regulatory
requirements. The price paid for such repurchased shares will be the market price of such shares at the time of acquisition
or such other price as may be permitted by the TSX. All repurchased shares will be cancelled.
The number of shares and timing of the repurchases under this bid will be determined by TD. Prior to commencing
purchases under the amended bid, TD intends to establish an automatic share purchase plan under which its broker, TD Securities,
will repurchase TD shares pursuant to the normal course issuer bid within a defined set of criteria.
As at October 31, 2018, TD's Common Equity Tier 1, Tier 1 and Total Capital ratios were
12.0%, 13.7% and 16.2%, respectively.
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 ("2018 MD&A") in the Bank's 2018
Annual Report under the heading "Economic Summary and Outlook", for the Canadian Retail, U.S. Retail and Wholesale Banking
segments under headings "Business Outlook and Focus for 2019", and for the Corporate segment, "Focus for 2019", and in other
statements regarding the Bank's objectives and priorities for 2019 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:
credit, market (including equity, commodity, foreign exchange, interest rate, and credit spreads), liquidity, operational
(including technology and infrastructure), reputational, insurance, strategic, regulatory, legal, environmental, capital
adequacy, and other risks. Examples of such risk factors include the general business and economic conditions in the regions in
which the Bank operates; the ability of the Bank to execute on long-term and shorter-term strategic priorities, including the
successful completion of acquisitions and strategic plans; the ability of the Bank to attract, develop, and retain key
executives; disruptions in or attacks (including cyber-attacks) on the Bank's information technology, internet, network access,
or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behaviour to
which the Bank is exposed; 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; the impact of new and changes to, or application of, current laws and
regulations, including without limitation tax laws, capital guidelines and liquidity regulatory guidance and the bank
recapitalization "bail-in" regime; exposure related to significant litigation and regulatory matters; increased competition from
incumbents and non-traditional competitors, including Fintech and big technology competitors; changes to the Bank's credit
ratings; changes in currency and interest rates (including the possibility of negative interest rates); 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; existing and potential international debt crises; 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 2018 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 and Subsequent Events, and Pending Acquisitions" in the relevant MD&A, which
applicable releases may be found on www.td.com. All such factors should be
considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking
statements, when making decisions with respect to the Bank and 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
2018 MD&A under the headings "Economic Summary and Outlook", for the Canadian Retail, U.S. Retail, and Wholesale Banking
segments, "Business Outlook and Focus for 2019", and for the Corporate segment, "Focus for 2019", 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.
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 branches and serves more than 25 million customers in
three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD
Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance;
U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in TD
Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services
firms, with more than 12 million active online and mobile customers. TD had $1.3 trillion in assets
on October 31, 2018. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
SOURCE TD Investor Relations
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