TD Bank 2009 Annual Report Download - page 122

TD BANK FINANCIAL GROUP ANNUAL REPORT 2009 FINANCIAL RESULTS118
Capital Trust Securities
(millions of Canadian dollars, except as noted) Redemption Conversion
date date
Distribution/ At the At the
Thousands Interest Annual option of option of
of units payment dates yield the issuer the holder 2009 2008
Included in liability for capital trust securities
on the Consolidated Balance Sheet
Capital Trust Securities – Series 2009 900 June 30, Dec. 31 7.60% June 30, 20051June 30, 20102$ 895 $ 894
Included in non-controlling interests in
subsidiaries on the Consolidated Balance Sheet
TD Capital Trust III Securities – Series 2008 1,000 June 30, Dec. 31 7.243% Dec. 31, 20131$ 981 $990
Deposit notes issued to Trust II and Trust IV,
included in deposits on the Consolidated
Balance Sheet3
TD Capital Trust II Securities – Series 2012-1 350 June 30, Dec. 31 6.792% Dec. 31, 20071At any time4$ 350 $ 350
TD Capital Trust IV Notes – Series 1 550 June 30, Dec. 31 9.523%5June 30, 20146550 –
TD Capital Trust IV Notes – Series 2 450 June 30, Dec. 31 10.00%7June 30, 20146450 –
TD Capital Trust IV Notes – Series 3 750 June 30, Dec. 31 6.631%8Dec. 31, 20146750 –
2,100 $ 2,100 $ 350
1On the redemption date and on any distribution date thereafter, the Trust may,
with OSFI approval redeem TD CaTS, TD CaTS II or TD CaTS III, respectively, in
whole, without the consent of the holders.
2On the conversion date and on any distribution date thereafter, holders may
exchange each TD CaTS for one Series A1 Share of the Bank. The Series A1 Shares
are convertible into a variable number of the Bank’s common shares at the
holder’s option.
3TD CaTS II and TD CaTS IV Notes are not consolidated by the Bank. The deposit
notes issued to Trust II and Trust IV are reported in Deposits. See Note 12.
4Holders may exchange each TD CaTS II for forty non-cumulative Class A First
Preferred Shares, Series A2 (Series A2 Shares) of the Bank. The Series A2
Shares are convertible into a variable number of the Bank’s common shares at
the holder’s option.
5For the period from and including January 26, 2009 to but excluding June 30,
2019. Starting on June 30, 2019 and on every fifth anniversary thereafter, the
interest rate will be reset to the Government of Canada yield plus 10.125%.
6On or after the redemption date, the Trust may, with OSFI approval redeem the
TD CaTS IV Notes - Series 1, TD CaTS IV Notes – Series 2 or TD CaTS IV Notes –
Series 3, respectively, in whole, without the consent of the holders.
7For the period from and including January 26, 2009 to but excluding June 30,
2039. Starting on June 30, 2039 and on every fifth anniversary thereafter, the
interest rate will be reset to the Government of Canada yield plus 9.735%.
8For the period from and including September 15, 2009 to but excluding June 30,
2021. Starting on June 30, 2021 and on every fifth anniversary thereafter, the
interest rate will be reset to the Government of Canada yield plus 4.00%.
NON-CONTROLLING INTERESTS IN SUBSIDIARIES
NOTE 17
(millions of Canadian dollars) 2009 2008
REIT preferred stock, Series A $ 532 $ 523
TD Capital Trust III Securities – Series 2008 981 990
Other 46 47
Total non-controlling interests in subsidiaries $ 1,559 $ 1,560
REIT PREFERRED STOCK, SERIES A
On May 17, 2007, a subsidiary of TD Bank, N.A. issued 500,000 non-
cumulative REIT preferred stock, Series A for gross cash consideration
of US$500 million. The Series A shares pay an annual non-cumulative
dividend of 6.378%. The Series A shares are redeemable, in whole or
in part, at par on October 15, 2017 and every five years thereafter and
qualify as Tier 1 regulatory capital of the Bank.
TD CAPITAL TRUST III SECURITIES – SERIES 2008
On September 17, 2008, a subsidiary of the Bank issued $1 billion of
TD CaTS III securities as described in Note 16.
COMMON SHARES
The Bank is authorized by its shareholders to issue an unlimited number
of common shares, without par value, for unlimited consideration. The
common shares are not redeemable or convertible. Dividends are typically
declared by the Board of Directors of the Bank on a quarterly basis and
the amount may vary from quarter to quarter.
On December 5, 2008, the Bank issued 35 million common shares
for gross cash consideration of $1.38 billion. The common shares
qualify as Tier 1 capital of the Bank.
in a new series of non-cumulative Class A First Preferred Shares of the
Bank. Trust IV is a variable interest entity. As the Bank is not the primary
beneficiary of Trust IV, the Bank does not
consolidate it.
TD CaTS, TD CaTS II, TD CaTS III and TD CaTS IV Notes all qualify as
Tier 1 regulatory capital of the Bank.
SHARE CAPITAL
NOTE 18