Obligation TD Bank Group 0.75% ( US89114QCG10 ) en USD

TD Bank Group

100 % ▼

Canada

US89114QCG10 ( en USD )

0.75% par an ( paiement semestriel )

11/06/2023 - Obligation échue

Prospectus brochure de l'obligation The Toronto-Dominion Bank US89114QCG10 en USD 0.75%, échue

2 000 USD

1 750 000 000 USD

89114QCG1

A ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

La Toronto-Dominion Bank (TD Bank) est une banque multinationale canadienne offrant une vaste gamme de services financiers, notamment des services bancaires de détail, des services bancaires aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux, au Canada et aux États-Unis.

L'Obligation émise par TD Bank Group ( Canada ) , en USD, avec le code ISIN US89114QCG10, paye un coupon de 0.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/06/2023

L'Obligation émise par TD Bank Group ( Canada ) , en USD, avec le code ISIN US89114QCG10, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par TD Bank Group ( Canada ) , en USD, avec le code ISIN US89114QCG10, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d898268d424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-231751

Pricing Supplement to the Prospectus Supplement dated June 18, 2019 and the
Prospectus dated June 18, 2019

The Toronto-Dominion Bank
US$1,750,000,000 0.750% Senior Medium-Term Notes, Series C, Due 2023

We will pay interest on the 0.750% Senior Medium-Term Notes, Series C, due 2023 (the "Notes"), semi-annually on June 12 and December 12 of each
year. We will make the first interest payment on the Notes on December 12, 2020. The Notes will mature on June 12 , 2023. The Notes will be our unsecured
obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. We will issue the Notes in
minimum denominations of US$2,000 and integral multiples of US$1,000 in excess of US$2,000.
The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and subject to conversion in whole or in part -- by means of a
transaction or series of transactions and in one or more steps -- into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the application of the laws of
the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
Other than as set forth under "Terms of the Notes -- Redemption for Tax Reasons," we may not redeem the Notes prior to their maturity. There is no
sinking fund for the Notes.
The Notes will not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page PS-8 of this pricing supplement and page S-4 of the
prospectus supplement dated June 18, 2019 and page 1 of the accompanying prospectus dated June 18, 2019.

The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Notes or
determined that this pricing supplement or the accompanying prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Notes

Per Note
Total

Price to the public(1)

99.926%
US$1,748,705,000
Underwriting commissions

0.250%
US$
4,375,000
Proceeds to The Toronto-Dominion Bank

99.676%
US$1,744,330,000

(1)
The price to the public also will include interest accrued on the Notes after June 12, 2020, if any.
This pricing supplement may be used by certain of our affiliates in connection with offers and sales of the Notes in market-making transactions. TD
Securities (USA) LLC is our affiliate. See "Underwriting (Conflicts of Interest)" in this pricing supplement.
We expect to deliver the Notes in book-entry only form through the facilities of The Depository Trust Company (including through its indirect
participants Euroclear, Clearstream and CDS) on or about June 12, 2020, against payment in immediately available funds.
Joint Book-Running Managers

TD Securities

Goldman Sachs & Co. LLC

J.P. Morgan
Wells Fargo Securities

Santander

SMBC Nikko

Co-Managers

Banca IMI

CIBC Capital Markets

Danske Markets
DBS Bank Ltd.

ING

nabSecurities, LLC
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424B2
Nomura

Rabo Securities

Westpac Capital Markets LLC
Academy Securities

CAPIS

R. Seelaus & Co., LLC
Siebert Williams Shank

Ramirez & Co., Inc.
Pricing Supplement dated June 10, 2020
We are responsible for the information contained or incorporated by reference in this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus, and in any free writing prospectus we may authorize to be delivered to you. We
have not, and the agents have not, authorized anyone to give you any other information, and take no responsibility for any other
information that others may give you. We are not, and the agents are not, making an offer to sell the Notes in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information contained in this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus, the documents incorporated by reference or any free writing prospectus we may
authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial condition, results of
operations and prospects may have changed since those dates.

PS-i
WHERE YOU CAN FIND MORE INFORMATION
You should read this pricing supplement together with the prospectus supplement dated June 18, 2019 (the "prospectus supplement") and the
prospectus dated June 18, 2019 (the "base prospectus") and the documents incorporated by reference therein (collectively, the "prospectus"), which
together contain the terms of the Notes and supersede all prior or contemporaneous oral statements as well as any other written materials. You
should carefully consider, among other things, the matters set forth in "Risk Factors" in this pricing supplement and the prospectus supplement and
the base prospectus and the other information included and incorporated by reference in this pricing supplement and the accompanying prospectus
supplement and prospectus. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for
the relevant date on the SEC website):

·
Prospectus Supplement dated June 18, 2019:

https://www.sec.gov/Archives/edgar/data/947263/000119312519175713/d747878d424b3.htm

·
Prospectus dated June 18, 2019: https://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are subject to the
information reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States, such
reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from
those of the United States. Our SEC filings are available to the public at the SEC's website at www.sec.gov. Our common shares are listed on the
NYSE, and reports and other information concerning us can be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005.
Information about us can be located at our website at www.td.com. All Internet references in this pricing supplement and the accompanying
prospectus supplement and prospectus are inactive textual references and we do not incorporate website contents into this pricing supplement and
the accompanying prospectus supplement and prospectus.
Our Central Index Key, or CIK, on the SEC website is 947263.

PS-1
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows the Bank to "incorporate by reference" the information we file with it, which means we can disclose important information
to you by referring you to those documents. Copies of the documents incorporated herein by reference may be obtained upon written or oral
request without charge from the Corporate Secretary of The Toronto-Dominion Bank, TD Bank Tower, Toronto-Dominion Centre, Toronto,
Ontario, M5K 1A2, Canada (telephone: (416) 308-6963). The documents incorporated by reference are available at www.sec.gov.
We incorporate by reference:

·
our Annual Report on Form 40-F for the fiscal year ended October 31, 2019, the report dated December 4, 2019 to the shareholders
and Directors of The Toronto-Dominion Bank on the Consolidated Balance Sheet of the Bank as at October 31, 2019 and 2018 and the
Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three

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year period ended October 31, 2019, and the report dated December 4, 2019 to the shareholders and Directors of The Toronto-
Dominion Bank on the effectiveness of internal control over financial reporting as of October 31, 2019 (the "2019 Annual Report");
and

·
our Reports on Form 6-K dated November 25, 2019, December 5, 2019 (excluding Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit
99.5 and Exhibit 99.6 thereto), December 20, 2019 (related to our receipt of regulatory approval for a normal course issuer bid),
January 17, 2020, January 27, 2020, February 27, 2020 (excluding Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto), March 2,

2020, March 20, 2020 (related to a joint statement by Canadian banks regarding annual meeting planning), March 20, 2020 (related to
our plan to hold virtual annual meeting of shareholders), April 1, 2020, April 14, 2020, May 8, 2020 and May 28, 2020 (excluding
Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto).
In addition, we will incorporate by reference all documents that we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to
the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this pricing supplement and prior to the
termination of any offering contemplated in this pricing supplement.
Any statement contained in this pricing supplement, the accompanying prospectus supplement and prospectus or in any other document
incorporated or deemed to be incorporated by reference will be deemed to be modified or superseded, for the purposes of this pricing supplement,
the accompanying prospectus supplement and prospectus, to the extent that a statement contained herein or in any other subsequently filed or
furnished document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. The modifying or
superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document
that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a
material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was
made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this pricing
supplement, the accompanying prospectus supplement and prospectus.
All documents incorporated by reference, or to be incorporated by reference, have been filed with or furnished to, or will be filed with or
furnished to, the SEC.

PS-2
TERMS OF THE NOTES
We describe the basic features of the Notes in the sections of the base prospectus called "Description of the Debt Securities" and the
prospectus supplement called "Description of the Notes We May Offer," subject to and as modified by the provisions described below. References
in this pricing supplement to "we," "us," "our," "TD" or "the Bank" are to The Toronto-Dominion Bank.

Issuer:
The Toronto-Dominion Bank
Title of Series:
Senior Medium-Term Notes, Series C
Issue:
0.750% Senior Medium-Term Notes, Series C, due 2023
Ranking:
Senior
Aggregate Principal Amount Initially Being Issued:

US$1,750,000,000
Currency:
U.S. Dollars
Minimum Denominations:
US$2,000 and integral multiples of US$1,000 in excess thereof
Issue Date:
June 12, 2020
Maturity Date:
June 12, 2023
Interest Rate:
0.750%
Interest Payment Dates:
Semi-annually on June 12 and December 12 of each year, beginning on December 12,
2020.
Day Count Fraction:
30 / 360
Record Dates for Interest Payments:
The fifteenth calendar day prior to the applicable Interest Payment Date.
Redemption at Our Option:
The Notes may be redeemed at any time prior to maturity, as a whole or in part, at our
option, at any time and from time to time on at least 30 days', but not more than 60 days'
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424B2
prior notice, at a redemption price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest discounted to the redemption
date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) (the "Make-Whole Amount"), with respect to such Notes at a rate equal to the
sum of the Treasury Rate plus 10 basis points. Accrued but unpaid interest will be
payable to, but excluding, the redemption date. See "--Optional Redemption."

See also "-- Redemption for Tax Reasons."
Optional Redemption by Holders of Notes:

Not applicable.
Listing:
The Notes will not be listed on any securities exchange.
Clearance and Settlement:
DTC global (including through its indirect participants Euroclear, Clearstream and CDS
as described under "Ownership, Book-Entry Procedures and Settlement" in the
accompanying prospectus supplement and base prospectus).
Conflicts of Interest:
TD Securities (USA) LLC is our affiliate. Accordingly, the offering of the Notes will
conform to the requirements of the Financial Industry Regulatory Authority, Inc.
("FINRA") Rule 5121. TD Securities (USA) LLC is not permitted to sell the Notes to an
account over which it exercises discretionary authority without the prior specific written
approval of the account holder.

PS-3
Canadian Bail-in Powers:
The Notes are bail-inable notes (as defined in the accompanying prospectus supplement)
and subject to conversion in whole or in part -- by means of a transaction or series of
transactions and in one or more steps -- into common shares of the Bank or any of its
affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act
(the "CDIC Act") and to variation or extinguishment in consequence, and subject to the
application of the laws of the Province of Ontario and the federal laws of Canada
applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
See "Description of the Debt Securities -- Terms Specific to Senior Debt Securities --
Special Provisions Related to Bail-inable Debt Securities" and "Risk Factors -- Risks
Related to the Bank's Bail-inable Debt Securities" in the accompanying prospectus
supplement and base prospectus.
Agreement with Respect to the Exercise of Canadian Bail-in Powers
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (1) agree to be bound, in respect of
the Notes, by the CDIC Act, including the conversion of the Notes, in whole or in part -- by means of a transaction or series of transactions and in
one or more steps -- into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or
extinguishment of the Notes in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada
applicable therein in respect of the operation of the CDIC Act with respect to the Notes; (2) attorn and submit to the jurisdiction of the courts in the
Province of Ontario with respect to the CDIC Act and those laws; (3) have represented and warranted that TD has not directly or indirectly
provided financing to the holder or beneficial owner of the Notes for the express purpose of investing in the Notes; and (4) acknowledge and agree
that the terms referred to in clauses (1) and (2), above, are binding on that holder or beneficial owner despite any provisions in the indenture or the
Notes, any other law that governs the Notes and any other agreement, arrangement or understanding between that holder or beneficial owner and
the Bank with respect to the Notes.
Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable notes to the extent those bail-inable notes are
converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder
or beneficial owner of that Note is deemed to irrevocably consent to the converted portion of the principal amount of that Note and any accrued
and unpaid interest thereon being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its
affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or
beneficial owner or the trustee; provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or
beneficial owners may have under the bail-in regime.
See "Description of the Debt Securities -- Terms Specific to Senior Debt Securities -- Special Provisions Related to Bail-inable Debt
Securities" in the accompanying prospectus supplement and base prospectus for a description of the provisions applicable to the Notes as a result of
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Canadian bail-in powers.
Additional Amounts
All payments of principal and interest and other amounts payable in respect of the Notes by us will be made without us making any
withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature
("Taxes"), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will,
subject to certain exceptions and limitations set forth below, pay such additional amounts ("Additional Amounts") to the holder or beneficial owner
of any Note as may be necessary in order that every net payment of the principal of and interest on such Note and any other amounts payable on
such Note, after any withholding or deduction for Taxes imposed or levied by or on behalf of Canada or any political subdivision or taxing
authority thereof or therein having the power to tax (each a "Taxing Jurisdiction") (and Taxes imposed or levied by a Taxing Jurisdiction on such
Additional Amounts), will not be less than the amount such holder or beneficial owner would have received

PS-4
if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. We will not, however, be required to
make any payment of Additional Amounts to any holder or beneficial owner for or on account of:

·
any Taxes that would not have been so imposed but for a present or former connection (including, without limitation, carrying on
business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such holder or

beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation)
and a Taxing Jurisdiction, other than merely holding such Note or receiving payments with respect to such Note;

·
any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note;

·
any Tax imposed by reason that such holder or beneficial owner of a Note or other person entitled to payment under the Note does not

deal at arm's length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm's length with any person
who is, a "specified shareholder" of us for purposes of the thin capitalization rules in the Income Tax Act (Canada);

·
any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a Note;

·
any Tax required to be withheld by any paying agent from any payment on a Note, if such payment can be made without such

withholding by at least one other paying agent;

·
any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a Note to comply with certification,
identification, declaration, information or other reporting requirements, if such compliance is required by a Taxing Jurisdiction

(including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from
such Tax;

·
any Tax which would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date

more than 30 days after (i) the date on which such payment became due and payable or (ii) the date on which payment thereof is duly
provided for, whichever occurs later;

·
any withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
("FATCA"), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any treaty,

law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to
FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the United
States or any authority thereof implementing FATCA; or

·
any combination of the items listed above;
nor shall Additional Amounts be paid with respect to any payment on a Note to a holder who is a fiduciary or partnership or any person other than
the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such
beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner held its interest
in the Note directly.
Optional Redemption
The Notes may be redeemed at any time prior to maturity, as a whole or in part, at our option, at any time and from time to time on at least
30 days', but not more than 60 days', prior notice provided (or otherwise transmitted in accordance with DTC procedures) to each holder of the
Notes to be redeemed. The redemption price will be calculated by us and will be equal to the greater of (1) 100% of the principal amount of the
Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined below)
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PS-5
discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum
of the Treasury Rate (as defined below) plus 10 basis points. In the case of each of clauses (1) and (2), accrued but unpaid interest will be payable
to, but excluding, the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by the Investment Bank (as defined below) as
having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the
remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date for the Notes, (1) the average of the Reference Treasury Dealer
Quotations (as defined below) for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or
(2) if the Investment Bank obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.
"Investment Bank" means TD Securities (USA) LLC or its successors, or, if such firm is not willing and able to select the applicable
Comparable Treasury Issue, an investment banking institution of national standing appointed by us.
"Reference Treasury Dealer" means the Investment Bank, which is a primary U.S. government securities dealer and its successors, as
selected by us, and any other primary U.S. government securities dealer as we may specify from time to time, provided, however, that if any of
them shall cease to be a primary U.S. government securities dealer, we will substitute therefor another primary U.S. government securities dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, the
average, as determined by the Investment Bank, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Investment Bank by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third business day preceding such redemption date.
"Remaining Scheduled Payments" means, with respect to the Notes to be redeemed, the remaining scheduled payments of principal of and
interest on such Notes that would be due after the related redemption date through maturity (not including any portion of payments of interest
accrued as of the redemption date). If that redemption date is not an interest payment date with respect to the Notes, the amount of the next
succeeding scheduled interest payment on the Notes will be reduced by the amount of interest accrued on the Notes to the redemption date.
"Treasury Rate" means, with respect to any redemption date for the Notes, the rate per annum equal to the semiannual equivalent yield to
maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, as determined by us or the
Investment Bank.
On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless we
default in the payment of the redemption price and accrued interest. On or before the redemption date, we will deposit with our paying agent or the
trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.
Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date
may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) or the
redemption date may not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been
satisfied (or waived by us).

PS-6
In the case of any partial redemption, selection of the Notes to be redeemed will be made in accordance with applicable procedures of DTC.
Redemption for Tax Reasons
We may redeem the Notes, in whole but not in part, at our option at any time prior to maturity, upon the giving of a notice of redemption as
described below, if:
(i) as a result of any change (including any announced prospective change) in or amendment to the laws or treaties (or any rules, regulations,
rulings or administrative pronouncements thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or interpretation of such laws, treaties, rules, regulations, rulings or
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424B2
administrative pronouncements (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes
effective on or after the date of this pricing supplement, in the written opinion of our legal counsel of recognized standing, we have or will become
obligated to pay, on the next succeeding date on which interest is due, Additional Amounts (assuming, in the case of any announced prospective
change, that such announced change will become effective as of the date specified in such announcement and in the form announced); or
(ii) on or after the date of this pricing supplement any action has been taken by any taxing authority of, or any decision has been rendered by a
court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified
in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to us, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such case, in the written opinion of our legal counsel of recognized
standing, will result in our becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts (assuming, in the
case of any announced prospective change, that such announced change will become effective as of the date specified in such announcement and in
the form announced);
and, in any such case, we in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available
to us. For the avoidance of doubt, reasonable measures do not include a change in the terms of the Notes or a substitution of the debtor.
Prior to the giving of any notice of redemption pursuant to the above paragraph, we will deliver to the trustee:

·
a certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions

precedent to our right to so redeem have occurred; and

·
an opinion of counsel prepared in accordance with the terms of the indenture.
Any Notes redeemed for tax reasons will be redeemed at 100% of their principal amount together with interest accrued up to, but excluding,
the redemption date. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date
and the applicable redemption price will be specified in the notice.
Any such redemption of bail-inable notes will require the prior approval of the Superintendent of Financial Institutions (Canada) if the
redemption would result in TD not meeting the Total Loss Absorbing Capacity ("TLAC") requirements applicable to it pursuant to the Office of
the Superintendent of Financial Institutions guideline on TLAC.

7
RISK FACTORS
An investment in the Notes is subject to the risk described below, as well as the risks described under "Risk Factors" in the
accompanying prospectus supplement and prospectus. This pricing supplement should be read together with the accompanying prospectus
supplement and the prospectus. The information in the prospectus supplement and prospectus is supplemented by, and to the extent
inconsistent therewith replaced and superseded by, the information in this pricing supplement.
The COVID-19 pandemic has caused a significant global economic downturn which has adversely affected, and is expected to continue to
adversely affect, the Bank's business and results of operations, and the future impacts of the COVID-19 pandemic on the Canadian, U.S.,
and/or global economy and the Bank's business, results of operations, and financial condition remain uncertain.
On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global
pandemic.
The COVID-19 pandemic has negatively impacted the Canadian, U.S., and global economies; disrupted Canadian, U.S., and global supply
chains; lowered equity market valuations and created significant volatility and disruption in financial markets; contributed to a decrease in interest
rates and yields on Canadian and U.S. treasury securities; resulted in ratings downgrades, credit deterioration and defaults in many industries;
resulted in the closure of many businesses, leading to loss of revenues and increased unemployment; the institution of quarantines, social
distancing, business closures, travel restrictions, and sheltering-in-place requirements in Canada, the U.S., and other countries; increased demands
on capital and liquidity; and decreased consumer confidence. A substantial amount of the Bank's business involves making loans or otherwise
committing resources to retail and commercial borrowers, and specific industries or countries. The COVID-19 pandemic's impact on such
borrowers could have significant adverse effects on the Bank's financial results, businesses, financial condition or liquidity, including by
influencing the recognition of credit losses in its loan portfolios and increasing its allowance for credit losses, particularly as businesses remain
closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Should current
economic conditions persist or continue to deteriorate, the Bank expects that this macroeconomic environment will continue to have an adverse
effect on the business and results of operations, including decreased use of and demand for products and services; protracted periods of lower
interest rates; lower asset management fees; lower sales and trading revenue due to decreased market liquidity resulting from heightened volatility;
increased non-interest expenses including operational losses; downgrades to credit ratings; increased credit losses due to deterioration in the
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financial condition of borrowers, which may continue to increase provision for credit losses and net charge-offs; and the possibility that significant
portions of the Bank's employees, including key executives, may be unable to work effectively, including because of illness, quarantines,
sheltering-in-place arrangements, government actions or other restrictions in connection with the pandemic. Additionally, the Bank's liquidity
and/or regulatory capital could be adversely impacted by customers' withdrawal of deposits, difficulty in accessing liquidity at reasonable cost
through the Bank's funding programs; volatility and disruptions in the capital and credit markets; volatility in foreign exchange rates; and
continued customer draws on lines of credit. Moreover, stress levels ultimately experienced by the Bank's borrowers may be different from and
more intense than assumptions made in earlier estimates or models used by the Bank during or prior to the emergence of the pandemic.
Governmental and regulatory authorities have taken, and are continuing to take, significant measures to provide economic assistance to
individual households and businesses, stabilize the markets, and support economic growth. The success of these measures is unknown, and they
may not be sufficient to fully mitigate the negative impact of the pandemic or avert continued recessionary conditions in the markets or economies
in which the Bank operates. The Bank's participation directly or on behalf of customers and clients in these measures may be criticized and subject
the Bank to increased governmental and regulatory scrutiny, negative publicity or increased exposure to litigation, including class actions, or
regulatory and government actions and proceedings,

PS-8
all of which could increase its operational, legal and compliance costs and damage its reputation. Furthermore, some measures, such as payment
deferrals and other types of customer assistance, may have a negative impact on its business, financial condition, liquidity, and results of
operations.
Moreover, the pandemic has created additional operational and compliance risks, including the need to quickly implement and execute new
programs and procedures for the Bank's products and services; provide enhanced safety measures for its employees and customers; comply with
rapidly changing regulatory requirements; address the risk and increased incidence of, attempted fraudulent activity and cybersecurity threat
behaviour; and protect the integrity and functionality of its systems and networks as a larger number of employees work remotely. The Bank also
faces increased risk as a result of its reliance on third parties to support its businesses; just as the Bank is subject to additional operational and
compliance risks, including those listed above, each of its agents and third-party suppliers may be exposed to similar risks which could in turn
impact the Bank's operations.
Consumer behaviour has changed during the COVID-19 pandemic (and may remain so changed even if economic conditions rebound
and COVID-19 restrictions such as quarantines, travel restrictions, and business closures are lifted), and it is unclear how the macroeconomic
business environment or societal norms may unfold after the pandemic. The post-COVID-19 environment may undergo unexpected developments
or changes in financial markets, the fiscal, tax and regulatory environments, and consumer behaviour. These developments and changes could have
an adverse impact on the Bank's results of operations and financial condition. Ongoing business and regulatory uncertainties and changes may
make the Bank's longer-term business, balance sheet and budget planning more difficult or costly. The Bank, its management and its businesses
may also experience increased or different competitive and other challenges in this environment. To the extent that the Bank is not able to adapt or
compete effectively, it could experience loss of business and its results of operations and financial condition could suffer.
The extent to which the COVID-19 pandemic impacts the Bank's business, results of operations, corporate reputation or financial condition,
as well as regulatory capital and liquidity ratios, will depend on future developments in Canada, the U.S. and globally, including the scope and
duration of the pandemic, the continued effectiveness of business continuity plans, the direct and indirect impact of the pandemic on its customers,
employees, counterparties and service providers, and actions taken by governmental, regulatory and other authorities in response to the pandemic
and the impact and effectiveness of those actions, all of which are highly uncertain and cannot be predicted. Furthermore, the recessionary
conditions being seen in the Canadian and U.S. economies may be prolonged, and the Bank's business could be severely and adversely affected by
a prolonged recession. To the extent the COVID-19 pandemic adversely affects the Bank's business, results of operations, corporate reputation or
financial condition, it may also have the effect of heightening many of the other risks described under "Risk Factors That May Affect Future
Results" in the Bank's 2019 Annual Report.

PS-9
U.S. FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material U.S. federal income tax consequences of owning the Notes, please see the section "Tax Consequences --
United States Taxation" in the accompanying prospectus supplement and base prospectus.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material Canadian federal income tax consequences of owning the Notes, please see the section "Tax
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Consequences -- Canadian Taxation" in the accompanying prospectus supplement and base prospectus.
BENEFIT PLAN INVESTOR CONSIDERATIONS
For a discussion of certain considerations in connection with owning the Notes with plan assets, please see the section "Benefit Plan Investor
Considerations" in the accompanying prospectus supplement and base prospectus.

PS-10
UNDERWRITING (CONFLICTS OF INTEREST)
On June 10, 2020, we entered into a Terms Agreement with the agents pursuant to the Distribution Agreement, dated June 18, 2019, among
us and the agents party thereto for the purchase and sale of the Notes. We have agreed to sell to each of the agents, and each of the agents has
severally agreed to purchase from us, as principal, the principal amount of the Notes shown opposite its name at the public offering price set forth
above, subject to the terms and conditions set forth in the Terms Agreement and the Distribution Agreement.

Agent

Principal Amount of Notes
TD Securities (USA) LLC

US$
437,500,000
Goldman Sachs & Co. LLC

262,500,000
J.P. Morgan Securities LLC

262,500,000
Wells Fargo Securities, LLC

262,500,000
Santander Investment Securities Inc.

175,000,000
SMBC Nikko Securities America, Inc.

175,000,000
Banca IMI S.p.A

17,500,000
CIBC World Markets Corp.

17,500,000
Danske Markets Inc.

17,500,000
DBS Bank Ltd.

17,500,000
ING Financial Markets LLC

17,500,000
nabSecurities, LLC

17,500,000
Nomura Securities International, Inc.

17,500,000
Rabo Securities USA, Inc.

17,500,000
Westpac Capital Markets LLC

17,500,000
Academy Securities, Inc.

3,500,000
Capital Institutional Services, Inc.

3,500,000
R. Seelaus & Co., LLC

3,500,000
Siebert Williams Shank & Co., LLC

3,500,000
Samuel A. Ramirez & Company, Inc.

3,500,000

Total

US$
1,750,000,000
The agents initially propose to offer the Notes to the public at the public offering price set forth on the cover page of this pricing supplement
and may offer the Notes to certain dealers at the public offering price less a concession not in excess of 0.15% of the principal amount of the Notes.
The agents may allow, and such dealers may reallow, a concession not in excess of 0.10% of the principal amount of the Notes on sales to certain
dealers. After the initial offering of the Notes, the public offering price and other selling terms may from time to time be changed. The offering of
the Notes by the agents is subject to receipt and acceptance and subject to the agents' right to reject any order in whole or in part.
We estimate that the total offering expenses for the Notes and our concurrent offering of 1.150% Senior Medium-Term Notes, Series C, due
2025, excluding underwriting commissions, will be approximately US$275,000.
We have agreed to indemnify the several agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
To the extent any agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will
do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

PS-11
The agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. Certain of the agents and their respective affiliates have, from time to time, performed, and may in the future
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perform, various financial advisory and investment banking services for the Bank, for which they received or will receive customary fees and
expenses.
In the ordinary course of their various business activities, the agents and their respective affiliates may make or hold a broad array of
investments, including serving as counterparties to certain derivative and trading arrangements, and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and
such investment and securities activities may involve securities and/or instruments of the Bank. The agents and their respective affiliates may also
make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at
any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Conflicts of Interest
TD Securities (USA) LLC is our affiliate. Accordingly, the offering of the Notes will conform to the requirements of FINRA Rule 5121. TD
Securities (USA) LLC is not permitted to sell the Notes to an account over which it exercises discretionary authority without the prior specific
written approval of the account holder.
Selling Restrictions
The People's Republic of China
This pricing supplement and the prospectus have not been filed with or approved by the People's Republic of China (for such purposes, not
including Hong Kong and Macau Special Administrative Regions or Taiwan) authorities, and is not an offer of securities (whether public offering
or private placement) within the meaning of the Securities Law or other pertinent laws and regulations of the People's Republic of China. This
pricing supplement and the prospectus shall not be offered to the general public if used within the People's Republic of China, and the Notes so
offered cannot be sold to anyone that is not a qualified purchaser of the People's Republic of China. Each agent has represented, warranted and
agreed that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China, except
under circumstances that will result in compliance with applicable laws and regulations.
Notice to Prospective Investors in the European Economic Area and the United Kingdom
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129
(the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.

PS-12
Hong Kong
The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result
in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether
in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial Instruments
and Exchange Law") and each agent has agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the
laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws,
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Document Outline

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