TD Bank 2011 Annual Report Download - page 128

TD BANK GROUP ANNUAL REPORT 2011 FINANCIAL RESULTS126
Non-Controlling Interests in Subsidiaries
(millions of Canadian dollars) 2011 2010
REIT preferred stock, Series A $ 490 $ 501
TD Capital Trust III Securities – Series 20081 987 986
Other 6 6
Total $ 1,483 $ 1,493
1 Refer to Note 16 for a description of the TD Capital Trust III securities.
NON-CONTROLLING INTERESTS IN SUBSIDIARIES
NOTE 17
REIT PREFERRED STOCK, SERIES A
A real estate investment trust, Northgroup Preferred Capital Corporation
(Northgroup REIT), a subsidiary of TD Bank N.A., issued 500,000 pre -
ferred stock, Series A (Series A shares). Each Series A share is entitled
to semi-annual non-cumulative cash dividends, if declared, at a
per annum rate of 6.378%. The Series A shares are redeemable by
Northgroup REIT, subject to regulatory consent, at a price of US$1,000
per Series A share on October 15, 2017 and every five years thereafter
and qualify as Tier 1 capital of the Bank. Each Series A share may be
automatically exchanged, without the consent of the holders, into a
newly issued share of Series A preferred stock of TD Bank, N.A. on
the occurrence of certain circumstances.
SHARE CAPITAL
NOTE 18
COMMON SHARES
The Bank is authorized by its shareholders to issue an unlimited
number of common shares, without par value, for unlimited consid-
eration. 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 September 16, 2011, the Bank issued 9.2 million shares for
gross cash consideration of approximately $704 million. On June 15,
2010, the Bank issued 3.5 million common shares for gross cash
consideration of $250 million. On December 5, 2008, the Bank issued
35 million common shares for gross cash consideration of $1.38 billion.
Common and Preferred Shares Issued and Outstanding and Treasury Shares Held
(millions of shares and millions of Canadian dollars) 2011 2010 2009
Number Number Number
of shares Amount of shares Amount of shares Amount
Common Shares
Balance at beginning of year 879.7 $ 16,730 859.6 $ 15,357 811.3 $ 13,278
Proceeds from shares issued on exercise of stock options 4.9 322 8.1 521 4.6 247
Shares issued as a result of dividend reinvestment plan 8.6 661 7.7 546 8.8 451
Proceeds from issuance of new shares 9.2 704 3.6 252 34.9 1,381
Shares issued on acquisitions – – 0.7 54 – –
Balance at end of year – common shares1 902.4 $ 18,417 879.7 $ 16,730 859.6 $ 15,357
Preferred Shares – Class A
Series O 17.0 $ 425 17.0 $ 425 17.0 $ 425
Series P 10.0 250 10.0 250 10.0 250
Series Q 8.0 200 8.0 200 8.0 200
Series R 10.0 250 10.0 250 10.0 250
Series S 10.0 250 10.0 250 10.0 250
Series Y 10.0 250 10.0 250 10.0 250
Series AA 10.0 250 10.0 250 10.0 250
Series AC 8.8 220 8.8 220 8.8 220
Series AE 12.0 300 12.0 300 12.0 300
Series AG 15.0 375 15.0 375 15.0 375
Series AI 11.0 275 11.0 275 11.0 275
Series AK 14.0 350 14.0 350 14.0 350
Balance at end of year – preferred shares1 135.8 $ 3,395 135.8 $ 3,395 135.8 $ 3,395
Treasury Shares – Common2
Balance at beginning of year (1.2) $ (91) (0.8) $ (15) (1.1) $ (79)
Purchase of shares (28.2) (2,164) (30.6) (2,158) (33.3) (1,756)
Sale of shares 28.0 2,139 30.2 2,082 33.6 1,820
Balance at end of year – treasury shares – common (1.4) $ (116) (1.2) $ (91) (0.8) $ (15)
Treasury Shares – Preferred2
Balance at beginning of year – $ (1) – $ – – $ –
Purchase of shares (2.2) (59) (2.3) (63) (0.2) (6)
Sale of shares 2.2 60 2.3 62 0.2 6
Balance at end of year – treasury shares – preferred – $ – – $ (1) – $ –
1 The outstanding common shares and preferred shares qualify as Tier 1 capital
of the Bank.
2 When the Bank purchases its own shares as a part of its trading business, they are
classified as treasury shares and the cost of these shares is recorded as a reduction
in shareholders’ equity.