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TD Bank Financial Group
147th Annual Report 2002

Table of contents

  • Page 1
    TD Bank Financial Group 147th Annual Report 2002

  • Page 2

  • Page 3
    ... the TD Bank Financial Group's 2002 annual report. Our annual report aims to provide our shareholders, customers and employees with an overview of the year. It describes how our businesses performed in 2002, along with an outline of the decisive steps we took to strengthen our franchise and position...

  • Page 4
    ... a company. It's calculated by multiplying the share price (as at October 31) by the number of shares outstanding. Our market capitalization decreased 16% over last year, while our peers were up 5%. The total shareholder return represents the annual total return earned on an investment in TD shares...

  • Page 5
    ... our TD Bank Financial Group retail network, the largest merger in Canadian banking history, is now essentially complete. TD Canada Trust revenue grew during 2002 and we generated good increases in a number of key product segments. Our Customer Satisfaction Index reached a record high at year end...

  • Page 6
    ... SHAREHOLDERS We are also working to capitalize on the many growth opportunities in our existing product lines and markets, and are improving our capacity to cross-sell our services to both existing and prospective customers, across all of our businesses. Given our leading TD Canada Trust position...

  • Page 7
    ...to The Royal Bank of Scotland and NatWest customers for the execution of share transactions. We have extensive experience in this area and expect to benefit from increased order flow. Across our wealth business, we believe that we have taken the right steps and have the right strategy in place - one...

  • Page 8
    6 HOW WE PERFORMED IN 2002

  • Page 9
    ... TD Canada Trust TD Securities TD Wealth Management Other The economic outlook Managing risk Credit risk Market risk Asset liability management Liquidity risk Operational risk Managing capital Supplementary information Financial results page 43 page 43 page 43 page 44 page 45 page 46 Consolidated...

  • Page 10
    ...shares after providing a charge for economic capital. For 2002, the rates applied for each of our businesses were 10% for TD Canada Trust, 12% for TD Securities and 14% for the discount brokerage business and 10% for the wealth management business within TD Wealth Management. For years prior to 2002...

  • Page 11
    ...excluding special gains from the sale of the Bank's mutual fund record keeping and custody business in 2002 and special gains from the sale of certain investment real estate assets in 2001. During the year, the Bank sold its mutual fund record keeping and custody business and recorded a pre-tax gain...

  • Page 12
    ... to higher performance-driven compensation tied to TD Securities' strong results in 2001, an increase in the number of employees needed to support the retail branch conversions and higher business activity at TD Canada Trust. Reported expenses increased by $527 million or 6% to $8,654 million in...

  • Page 13
    ... TD Canada Trust accounting for the majority of this increase. Personal term deposits remained unchanged at $50 billion compared with the prior year. The Bank also enters into structured transactions on behalf of clients which result in assets recorded on the Bank's consolidated balance sheet for...

  • Page 14
    ... immediately in other income. The fair value of exchange traded financial instruments is based on quoted market rates plus or minus daily margin settlements. If listed prices or quotes are not available, then the Bank's management applies judgement in the determination of the fair values by using...

  • Page 15
    ...web, more than 2,600 automated banking machines, and our network of 1,154 branches conveniently located across the country offering the best banking hours in the business. TD Canada Trust also provides lending, deposit, savings and investment products to Canadian businesses, plus a full range of day...

  • Page 16
    ...compared with the prior year. Core deposits, business deposits, credit cards, creditor insurance, and home and auto insurance offered though TD Meloche Monnex were the main contributors to revenue growth. Revenue from term deposits, commercial lending and mutual fund sales decreased on lower volumes...

  • Page 17
    ... of processing and collection issues that arose following conversion. During 2002, we experienced market share declines in mortgages, term deposits and mutual funds as a result of discount pricing by competitors, integration issues and branch mergers. By year end, this trend in market share had...

  • Page 18
    ... Commercial banking Consumer lending Insurance Other 1 Total 1 Other revenue includes internal commissions on sales of mutual funds and other TD Wealth Management products, fees for foreign exchange, safety deposit box rentals and other branch services. The funding costs for the Canada Trust...

  • Page 19
    ... use of our capital. Insurance Offer a broad range of insurance products through the TD Insurance and TD Meloche Monnex brands, including credit protection coverage on TD Canada Trust lending products. In 2002 total premiums collected surpassed the one billion-dollar mark for the first time...

  • Page 20
    ... of Equity Sales in Canada by Brendan Wood International. • #1 rank in Canadian Dollar Short-Dated Swaps and Forward Rate Agreements in Risk magazine's 2002 Global Derivatives Rankings. • Lead advisor to Clarica on its merger with Sun Life. • Segmentation of the corporate lending business into...

  • Page 21
    ...past 10 years, we experienced record credit losses. million Cash basis net income The separation of our corporate lending business also allows for focused management of the non-core portfolio. Non-core loans and bankers acceptances of approximately $11 billion represent over half of TD Securities...

  • Page 22
    ... results of key product segments within TD Securities Corporate banking revenues declined by 15% in 2002, reflecting lower assets and capital in the business, higher non-accrual loan balances and an increase in the losses from asset sales. In 2003, core lending capital in TD Securities will amount...

  • Page 23
    ...position ourselves for future growth. • simplify sales processes and product offerings and reduce overall costs. • increase operating efficiencies in TD Waterhouse USA and TD Waterhouse International Discount Brokerage operations. Review of financial performance for the year TD Wealth Management...

  • Page 24
    ... largest mutual fund manager in Canada with $29 billion in assets. In spite of the adverse markets, which hampered sales activity and AUM growth, revenues increased by 3% or $5 million, to $187 million in 2002 and our efficiency ratio improved six percentage points. Mutual fund market share declined...

  • Page 25
    ... of $27 million from dispositions of businesses. Reported net loss for the Other segment was $24 million for the year, and includes the special gain of $32 million after-tax related to the sale of the Bank's mutual fund record keeping and custody business. 2002 $ (467) 243 (224) (70) 60 (214...

  • Page 26
    ...strong in both economies in 2002. In Canada, it was supported by the creation of approximately 560,000 jobs. This was one of the largest annual increases in the past 25 years. The strong gains in employment and low mortgage interest rates provided strong support to housing markets and housing starts...

  • Page 27
    ... Group Risk Management, Audit, Legal, Compliance, Finance, Human Resources and other corporate functions. Key strategic elements of our framework are governance and senior management oversight. This includes: • an annual review of major risk policies by the Risk Committee of the Board of Directors...

  • Page 28
    ... market or credit risk. How we manage credit risk By country Country risk is the risk that economic or political change in a country could affect cross-border payments for goods and services, loans, trade-related finance and dividends, as well as the repatriation of TD's capital from the foreign...

  • Page 29
    ... by changes in: • interest rates • foreign exchange rates • equity and commodity prices • credit spreads. We are exposed to market risk when we enter into financial transactions through our four main trading activities: • Market-making. We make markets for a large number of securities and...

  • Page 30
    ... end of every day, Group Risk Management reviews daily trading exposure reports and compares the risks with their limits. If a trading limit has been exceeded, the trading desk must immediately bring the position within the limit, unless Group Risk Management or a designated business head approves...

  • Page 31
    ...low. Stress test history (millions of dollars) $0 -50 -100 -150 Distribution of daily net trading revenues -200 (number of days) 25 -250 Nov. 1/01 20 Jan. 31/02 May 2/02 Aug. 1/02 Oct. 31/02 15 Asset liability management Asset liability management deals with managing the market risks of...

  • Page 32
    ... TD to a non-linear or asymmetrical payoff profile, represent a significant financial risk, whether they are free-standing, such as mortgage rate commitments or embedded in loans and deposits. Product option exposures are managed by purchasing options or through a dynamic hedging process designed...

  • Page 33
    ... Balance Sheet Management department within Group Finance is responsible for consolidating and reporting TD's global liquidity risk position and for managing the TD Canada Trust liquidity position. TD Securities is responsible for managing the liquidity risks inherent in the wholesale and corporate...

  • Page 34
    ... medium and long term funding. All funding amounts are represented in Canadian dollars. Operational risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external sources. Operational risk is inherent in all business activities...

  • Page 35
    ...taken to manage our capital during the year included redeeming US$500 million and $25 million of debentures and issuing $550 million of replacement subordinated medium term notes. See Notes 8 to 10 to the Bank's consolidated financial statements for more details. Dividends The Bank's dividend policy...

  • Page 36
    ... consultative process and quantitative impact studies. The Bank is making plans to implement the systems and procedural changes required to meet the requirements of the New Basel Capital Accord in fiscal 2006. Risk-weighted assets at year end (millions of dollars) 2002 Riskweighted balance 2001...

  • Page 37
    ... measurements Analysis of change in net interest income (TEB) Net interest rate margin (TEB) Average earning balances and interest rates (TEB) Other income Trading related income (TEB) Non-interest expenses and efficiency ratio Taxes Loans to small and mid-sized business customers Fees paid to the...

  • Page 38
    ... of dollars) TD Waterhouse fees and commissions Full service brokerage and other securities services Mutual fund management Credit fees Net investment securities gains1 Trading income Service charges Loan securitizations Card services Insurance Trust fees Gains on sale of investment real estate...

  • Page 39
    ... employee benefits Salaries and employee benefits total Occupancy Rent Depreciation Other Occupancy total Equipment Rent Depreciation Other Equipment total General Marketing and business development Brokerage related fees Professional and advisory services Communications Capital and business taxes...

  • Page 40
    ...up and benefits as well as the special gain on the sale of TD Waterhouse Group, Inc. in 1999. The effective income tax rate on the reported basis is set out in Note 12 of the Bank's consolidated financial statements. TABLE 9 Loans to small and mid-sized business customers Loans authorized Amount...

  • Page 41
    ... Transportation Utilities All other loans Total business and government Total Percentage change By location of ultimate risk Canada Atlantic Québec Ontario Prairies British Columbia Total Canada United States Other international United Kingdom Europe - other Australia and New Zealand Japan Asia...

  • Page 42
    ... IN 2002 Management's Discussion and Analysis of Operating Performance TABLE 12 Impaired loans less allowance for credit losses Canada1 United States 1 Other international 1 Total (millions of dollars) By sector Residential mortgages Consumer instalment and other personal Total residential...

  • Page 43
    ... 62.5 32.7 1.6 1.3 1.9 4.8 - - 100.0 Sectoral provision (net of transfer to specifics) Total Provision for credit losses as a % of net average loans 2 Canada Residential mortgages Personal Business and other Total Canada United States Other international General provision Sectoral provision Total...

  • Page 44
    ...of dollars) Assets under administration TD Canada Trust Retail custody and other Loans securitized Total TD Canada Trust TD Wealth Management TD Waterhouse retail brokerage - Canada - United States and other international TD Waterhouse investment advice and trust services Total TD Wealth Management...

  • Page 45
    ...audited the consolidated balance sheets of The Toronto-Dominion Bank as at October 31, 2002 and 2001 and the consolidated statements of operations, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Bank's management. Our...

  • Page 46
    ... LT S Consolidated balance sheet As at October 31 (millions of dollars) 2002 2001 ASSETS Cash resources Cash, deposits with Bank of Canada and non-interest-bearing deposits with other banks Interest-bearing deposits with other banks Securities purchased under resale agreements Securities (Note...

  • Page 47
    ... income Investment and securities services Credit fees Net investment securities gains Trading income Service charges Loan securitizations (Note 4) Card services Insurance Trust fees Gains on sale of investment real estate (Note 19) Gain on sale of mutual fund record keeping and custody business...

  • Page 48
    ... taxes Stock options settled in cash, net of income taxes Obligations arising from adoption of accounting standard for employee future benefits, net of income taxes (Note 1) Other Balance at end of year Total common equity Total shareholders' equity See Notes to consolidated financial statements...

  • Page 49
    ... shares Other Net cash from (used in) financing activities Cash flows from (used in) investing activities Interest-bearing deposits Activity in investment securities Purchases Proceeds from maturities Proceeds from sales Loans Loan securitizations Land, buildings and equipment Securities purchased...

  • Page 50
    ... of income taxes as a separate line item in the consolidated statement of operations. Corporations over which the Bank has significant inï¬,uence are reported in investment securities in the consolidated balance sheet and are accounted for using the equity method of accounting. The Bank's share of...

  • Page 51
    ... terms that transfer control to third parties, the transaction is recognized as a sale and the related loan assets are removed from the consolidated balance sheet. As part of the securitization, certain financial assets are retained and consist of one or more subordinated tranches, servicing rights...

  • Page 52
    ... projected benefit method pro-rated on service and management's best estimates of investment returns on the plan assets, compensation increases, retirement age of employees and estimated health care costs. The discount rate used to value liabilities is based on a market rate as of the valuation date...

  • Page 53
    ... 2 Securities Securities maturity schedule at year end (millions of dollars) Within 1 year 1 to 3 years 3 to 5 years 5 to 10 years Remaining term to maturity Over 10 years No specific maturity 2002 Total 2001 Total Investment securities Government and governmentinsured securities Canada Mortgage...

  • Page 54
    ... losses 2002 Estimated market value Book value Gross unrealized gains Gross unrealized losses 2001 Estimated market value Investment securities Issued or guaranteed by Canada Provinces U.S. federal government Other debt Equity Total investment securities Trading securities Total securities $ 12...

  • Page 55
    ... 1 2002 Total Specific allowance General allowance 2001 Total Balance at beginning of year Provision for credit losses charged to the consolidated statement of operations Transfer from sectoral to specific Write-offs 2 Recoveries Other, including foreign exchange rate changes Allowance for credit...

  • Page 56
    ... during the year Carrying value of goodwill at end of year 2001 Carrying value of goodwill at beginning of year Goodwill acquired during the year Amortization of goodwill during the year Carrying value of goodwill at end of year TD Canada Trust TD Securities TD Wealth Management Total $ $ 841...

  • Page 57
    ... Notice Term Total (millions of dollars) 2001 Total Personal Banks Business and government Total Non-interest-bearing deposits included above In domestic offices In foreign offices Interest-bearing deposits included above In domestic offices In foreign offices U.S. federal funds purchased Total...

  • Page 58
    ... currency swaps to modify the related interest rate and foreign currency risks. The notes and debentures are direct unsecured obligations of the Bank or its subsidiaries and are subordinated in right of payment to the claims of depositors and certain other creditors of the Bank (millions of dollars...

  • Page 59
    ... a Total Capital ratio of less than 8%; or (d) the Bank has failed to comply with a direction of the Superintendent of Financial Institutions Canada to increase its capital or provide additional liquidity. The distribution rate on the trust securities is 7.60% per annum. TD Capital Trust Securities...

  • Page 60
    ... 40 days of notice prior to the date of conversion to all holders who have given a conversion notice, the Bank may redeem or find substitute purchasers at the purchase price of US$25.00 cash per share together with declared and unpaid dividends to the date of conversion. At any time, the Bank may...

  • Page 61
    ... and 95% of the average trading price of such common shares at that time. By giving at least two business days of notice prior to the date of exchange to all holders who have given an exchange notice, TDMIC may redeem or the Bank may find substitute purchasers at the purchase price of $1,000.00 plus...

  • Page 62
    ... under the terms of the plan, cash dividends on common shares are used to purchase additional common shares. The common shares may be purchased either from the Bank's treasury at an average market price based on the last five trading days before the date of the dividend payment with a discount range...

  • Page 63
    ... shares. NOTE 11 Employee future benefits ensuring that the liabilities of the plan are adequately funded over time. Pension benefits are based upon the length of service and the final five years' average salary of the employees. The following table presents the financial position of the Bank...

  • Page 64
    ... health care, life insurance and dental benefits to retired employees. The following table presents the financial position of the Bank's non-pension post-retirement benefit plans. (millions of dollars) 2002 $ 213 8 15 (4) (9) (3) - 220 5 $ 215 2001 $ 183 7 13 (7) 20 - (3) 213 17 $ 196 Change...

  • Page 65
    ... statutory income tax rate Increase (decrease) resulting from: Goodwill amortization Dividends Rate differentials on international operations Future federal and provincial tax rate reductions Federal large corporations tax Financial institutions temporary surcharge Gains on sale of investment real...

  • Page 66
    ...related to these loans at market interest rates for loans with similar credit risks. The estimated fair value of term deposits is determined by discounting the contractual cash ï¬,ows using interest rates currently offered for deposits with similar terms. The estimated fair value of the subordinated...

  • Page 67
    ...independent of changes in interest rates. Off-balance sheet transactions include only transactions that are put into place as hedges of items not 2 included in the trading account. Certain assets and liabilities are shown as non-rate sensitive although the profile assumed for actual management may...

  • Page 68
    ... risk by currency (billions of dollars) Floating rate Within 3 months 3 months to 1 year Total within 1 year 1 year to 5 years Over 5 years Noninterest sensitive 2002 Canadian currency on-balance sheet position Foreign currency on-balance sheet position On-balance sheet position Canadian currency...

  • Page 69
    ...in the derivatives and cash markets relating to movements in interest rates, foreign exchange rates, equity prices and credit spreads. This risk is managed by senior officers responsible for the Bank's trading business and is monitored separately by the Bank's Risk Management Division. The estimated...

  • Page 70
    ... 271 1,104 - 3,282 Foreign exchange contracts Forward contracts Cross-currency interest rate swaps Total foreign exchange contracts Other contracts 2 Fair value - non-trading Total fair value The average fair value of trading derivative financial instruments for the year ended October 31, 2001 was...

  • Page 71
    ...make funds available for the financing needs of customers. The Bank's policy for requiring collateral security with respect to these contracts and the types of collateral security held is generally the same as for loans made by the Bank. Guarantees and standby letters of credit represent irrevocable...

  • Page 72
    ...for the year ended October 31, 2002 was $507 million (2001 - $489 million). The Bank has obligations under long-term non-cancellable leases for premises and equipment. Future minimum operating lease commitments for premises and for equipment where the annual rental is in excess of $100 thousand are...

  • Page 73
    ... Trust provides financial services to consumers and small and medium-sized businesses. TD Securities provides services in the areas of investment banking, merchant banking, mergers and acquisitions, fixed income, foreign exchange, derivative products, high yield, money market, equities and corporate...

  • Page 74
    ...dollars) TD Canada Trust TD Securities TD Wealth Management 2002 Net interest income (on a taxable equivalent basis) Provision for credit losses Other income Non-interest expenses excluding non-cash intangible amortization Income (loss) before provision for (benefit of) income taxes... $ 131,100 $ 23,...

  • Page 75
    ... the year, the Bank sold its mutual fund record keeping and custody business and recorded a pre-tax gain of $40 million. (b) Acquisition of Stafford and LETCO On March 1, 2002, the Bank completed the acquisition of the securities and trading technology platform and listed equity options market...

  • Page 76
    ... of dollars) Issue of common shares Issue of preferred shares Issue of trust units of subsidiary Issue of subordinated notes Wholesale deposits Less: fees and expenses Total $ 700 410 900 750 5,263 (25) 7,998 $ The acquisition was accounted for by the purchase method and the results of CT...

  • Page 77
    ... the combined operations. Pre-tax restructuring costs of $55 million were charged to (millions of dollars) Human Resources Real Estate Technology Other Total Balance at beginning of year Amount utilized during the year CT TD Waterhouse TD Securities Balance at end of year $ 192 66 2 118...

  • Page 78
    ...Net income (loss) based on Canadian GAAP Stock-based compensation Employee future benefits Restructuring costs Loan securitizations Non-controlling interest in TD Mortgage Investment Corporation Future income taxes Available for sale securities Derivative instruments and hedging activities Other Net...

  • Page 79
    ... U LT S Condensed consolidated balance sheet (millions of dollars) Canadian GAAP 2002 U.S. GAAP Canadian GAAP 2001 U.S. GAAP Adjustments Adjustments Assets Cash resources Securities purchased under resale agreements Securities Investment Trading Loans Derivatives' market revaluation Intangible...

  • Page 80
    ... retains substantially all the residual risks and rewards of the SPE. Non-controlling interest Under U.S. GAAP , preferred shares of the Bank's subsidiary, TD Mortgage Investment Corporation, are presented as a noncontrolling interest on the consolidated balance sheet, and the net income applicable...

  • Page 81
    ...NOTE 23 Future accounting changes year was estimated at the date of grant using the Black-Scholes valuation model with the following assumptions: (i) risk-free interest rate of 4.91%; (ii) expected option life of 5.5 years; (iii) expected volatility of 25% and (iv) expected dividends of 2.90%. The...

  • Page 82
    ...TD Capital Group Limited TD Capital Trust TD Capital Trust II TD Futures Inc. TD Investment Management Inc. TD Investment Services Inc. TD Life Insurance Company TD MarketSite Inc. TD Mortgage Corporation Canada Trustco Mortgage Company TD Waterhouse Bank N.V. Canada Trustco International Limited CT...

  • Page 83
    ... of dollars) As at October 31, 2002 Head office Book value of all shares owned by the Bank United States TD North American Limited Partnership TD Waterhouse Group, Inc. CTUSA, Inc. TD Bank USA, F.S.B. National Investor Services Corp. TD Waterhouse Advertising, Inc. TD Waterhouse Asset Management...

  • Page 84
    ...Ten-year statistical review (millions of dollars) 2002 Assets Cash resources Securities purchased under resale agreements Securities Loans Residential mortgages Customers' liability under acceptances Trading derivatives' market revaluation1 Goodwill and intangible assets Land, buildings, equipment...

  • Page 85
    ... for years prior to 1995 have not been restated to reflect the separate reporting of trading derivatives' market revaluation. 2 Operating cash basis measurements are explained in the "How the Bank reports" section on page 7 of this annual report. 3 Special gains on the sale of TD Waterhouse Group...

  • Page 86
    ... Common dividends Foreign currency translation adjustments, net of income taxes Shares purchased for cancellation Stock options settled in cash, net of income taxes Obligations arising from adoption of accounting standard for employee future benefits, net of income taxes Other Balance at end of year...

  • Page 87
    ..., the price earnings ratio is computed using basic net income per common share. 8 Includes customers' liability under acceptances. 9 Reflects the number of employees on a full-time equivalent basis. 10 Includes retail bank outlets, private client centre branches, estates and trusts branches. 1 1999...

  • Page 88
    ... basis Special increase in general provision, net of income taxes Gain on sale of mutual fund record keeping and custody business, net of income taxes Gains on sale of investment real estate, net of income taxes Restructuring costs, net of income taxes Income tax expense from income tax rate changes...

  • Page 89
    ... reinvestment plan, please contact our Shareholder Relations department, our transfer agent or visit our web site at www.td.com. under Investor Information/Share and Debt Information. Debenture services Trustee for debentures: Computershare Trust Company of Canada Corporate Trust Services 100...

  • Page 90
    ...the Toronto Stock Exchange's Corporate Governance Guidelines. A detailed chart explaining how the corporate governance practices of TD align with these guidelines as well as additional information regarding the Bank's key corporate governance initiatives in 2002 are contained in the Management Proxy...

  • Page 91
    ... process for the position of CEO • oversee the selection, evaluation, development and compensation of other members of senior management • produce a report on executive compensation for the benefit of shareholders, which is published in the Bank's annual proxy circular 1 2 In December 2002...

  • Page 92
    ... Information Services Don Drummond 1 Toronto TD Economics William Gazzard 1 Toronto Legal Department, Compliance Nadine M. Gilchrist Toronto Government and Financial Institutions, Risk Management Alan Jette 1 Toronto Treasury and Balance Sheet Management, Finance Nico Meijer 1 Toronto Market Risk...

  • Page 93
    ... past five years. Each have previously held management or senior management positions with another financial institution, investment couselling firm, public relations firm or law firm during the past five years. David Livingston also has responsibility for e.Bank and TD Waterhouse International. 2

  • Page 94
    ... matters to our stakeholders: shareholders want long-term value, customers want to achieve their financial goals, and employees want to manage their changing personal and professional lives. The future also matters to all Canadians as they contemplate the health of our shared society. As beneficiary...

  • Page 95
    ... Canada Trust; wealth management including the global operations of TD Waterhouse; and a leading wholesale bank, TD Securities, operating in over 20 locations in key financial centres around the globe. On October 31, 2002, TD was the third largest bank in Canada in terms of market capitalization. TD...