Obligation TD Bank 0.645% ( US89114QMM77 ) en USD

TD Bank

100 % ▲

Canada

US89114QMM77 ( en USD )

0.645% par an ( paiement semestriel )

27/04/2023 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114QMM77 en USD 0.645%, échue

1 000 USD

15 000 000 USD

89114QMM7

AA- ( Haute qualité )

Aa2 ( 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 Toronto-Dominion Bank (ISIN : US89114QMM77, CUSIP : 89114QMM7), émise au Canada en USD pour un montant total de 15 000 000 USD, avec une taille minimale d'achat de 1 000 USD, un taux d'intérêt de 0,645 %, une échéance le 27/04/2023 et une fréquence de paiement semestrielle, notée AA- par S&P et Aa2 par Moody's, est arrivée à échéance et a été remboursée à 100 %.

424B2 1 e78699_424b2.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-211718

Pricing Supplement dated April 24, 2018

to the
Prospectus Supplement dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$15,000,000
Fixed-to-Floating Rate Notes
Due April 27, 2023
The Toronto-Dominion Bank ("TD" or "we") has offered the Fixed-to-Floating Rate Notes due April 27, 2023 (the "Notes") described below.
CUSIP / ISIN: 89114QMM7 / US89114QMM77
The Notes will accrue interest quarterly at the following per annum rates, calculated using the Day Count Fraction specified below:
·
Years 1-2: 3.25%, and
·
Years 3-5: 3-Month USD LIBOR as of the applicable Coupon Reset Date plus 0.40%. If 3-Month USD LIBOR is negative, the Interest Rate for the
relevant Interest Period will be computed giving effect to the negative rate. Negative 3-Month USD LIBOR will reduce the Interest Rate for the
relevant Interest Period to a rate that is less than 0.40%, but in no event will the Interest Rate be less than 0.00%.
TD will pay interest on the Notes on the 27th calendar day of each January, April, July and October (each an "Interest Payment Date"), commencing on July
27, 2018.
Any payments on the Notes are subject to the credit risk of TD. 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.
The Notes will not be listed or displayed on any securities exchange or any electronic communications network.
Investment in the Notes involves a number of risks. See "Additional Risk Factors" on page P-5 of this pricing supplement,
"Risk Factors" beginning on page S-4 of the prospectus supplement dated June 30, 2016 (the "prospectus supplement") and
"Risk Factors" beginning on page 1 of the prospectus dated June 30, 2016 (the "prospectus").
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these Notes or determined that this pricing supplement, the prospectus supplement or the prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on April 27, 2018, against payment in immediately
available funds.

Public Offering Price1
Underwriting Discount23
Proceeds to TD3
Per Security
$1,000.00
$8.37
$991.63
Total
$15,000,000.00
$125,505.00
$14,874,495.00
1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the Notes in these accounts may be as low as $991.60 (99.16%) per $1,000 principal amount
of the Notes.
2 TD Securities (USA) LLC will receive a commission of $8.37 (0.837%) per $1,000 principal amount of the Notes and may use a portion of that commission
to allow selling concessions to Barclays Capital Inc. in connection with the distribution of the Notes. Barclays Capital Inc. may also use all or a portion of its
commissions on the Notes to pay selling concessions or fees to other dealers. The other dealers may forgo, in their sole discretion, some or all of their
selling concessions. The total "Underwriting Discount" and "Proceeds to TD" specified above reflect the aggregate of the underwriting discounts per Note at
the time TD established its hedge positions prior to the Pricing Date, which was variable and fluctuated depending on market conditions at such times. See
"Supplemental Plan of Distribution (Conflicts of Interest)" on page P-13 of this pricing supplement.
3 Rounded to two decimal places.
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
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P-1

Fixed-to-Floating Rate Notes
Due April 27, 2023

Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the prospectus
supplement and the prospectus.
Issuer:
The Toronto-Dominion Bank
Issue:
Senior Debt Securities
Type of Note:
Fixed-to-Floating Rate Notes
CUSIP / ISIN:
89114QMM7 / US89114QMM77
Underwriters:
TD Securities (USA) LLC and Barclays Capital Inc.
Currency:
U.S. Dollars
Minimum Investment:
$1,000 and minimum denominations of $1,000 in excess thereof.
Principal Amount:
$1,000 per Note
Issue Price:
100% of the Principal Amount per Note
Pricing Date:
April 24, 2018
Issue Date:
April 27, 2018, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two
Business Days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the Notes in the secondary market on any date prior to two Business Days before delivery of
the Notes will be required, by virtue of the fact that each Note initially will settle in three Business Days
(T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market
trade. See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
Maturity Date:
April 27, 2023, or if such day is not a Business Day, the next following Business Day and no interest shall be
paid in respect of the delay.
Payment at Maturity
On the Maturity Date, TD will pay you the Principal Amount of your Notes plus any accrued and unpaid
interest.
Interest Rate:
The Notes will bear interest at the Fixed Interest Rate for the first eight quarterly Interest Periods (the "Fixed
Interest Periods") and thereafter at the Floating Interest Rate, subject to the Interest Floor (the "Floating
Interest Periods").
Interest Period:
For each Interest Payment Date, the quarterly period from, and including, the previous Interest Payment
Date (or the Issue Date in the case of the first Interest Payment Date) to, but excluding, the applicable
Interest Payment Date (or the Maturity Date in the case of the final Interest Payment Date), in each case,
without any adjustment in the event an Interest Payment Date is postponed.
Fixed Interest Rate:
3.25% per annum
Floating Interest Rate:
3-Month USD LIBOR plus the Spread, subject to the Interest Floor.

TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
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P-2

3-Month USD LIBOR or the Means, as of any Interest Reset Date, the London interbank offered rate ("LIBOR") for deposits in U.S.
Floating Reference Rate:
dollars for a period of three (3) months commencing as of such Interest Reset Date, which is displayed on
Reuters page "LIBOR01" (or any successor service or page for the purpose of displaying the London
interbank offered rates of major banks, as determined by the Calculation Agent), as of 11:00 a.m., London
Time on such Interest Reset Date, as described further in the prospectus supplement under "Description of
the Notes We May Offer--Interest Rates--Floating Rate Notes--LIBOR Notes".

Notwithstanding anything to the contrary in the prospectus supplement, if the Calculation Agent determines
that the Floating Reference Rate has been permanently discontinued, then the Calculation Agent will
determine whether to calculate the Interest Rate using a substitute or successor base rate that it has
determined in its sole discretion is most comparable to the Floating Reference Rate or, if there is an
industry-accepted successor base rate, the Calculation Agent will use that successor base rate. In such
instances, the Calculation Agent in its sole discretion may determine what Business Day convention to use,
the definition of Business Day, the Day Count Fraction, the Interest Reset Dates and any other relevant
methodology for calculating such substitute or successor base rate with respect to the calculation of any
interest payments on the Notes following the Fixed Interest Periods that is consistent with industry-accepted
practices for such substitute or successor base rate; provided, however, that the Calculation Agent may in
its sole discretion make adjustments or a series of adjustments that differ from, or that are in addition to, the
forgoing with a view to offsetting, to the extent practical, any change in your economic position as a holder
of the Notes that results solely from that event to achieve an equitable result.
Spread:
40 basis points (0.40%)
Interest Reset Dates:
For each Floating Interest Period, two London Business Days (as defined below) prior to the previous
Interest Payment Date.
Interest Floor:
0.00%
Day Count Fraction:
30/360
Interest Payment Dates:
Quarterly, on the 27th calendar day of each January, April, July and October, commencing on July 27,
2018. If an Interest Payment Date is not a Business Day, interest shall be paid on the next Business Day,
without adjustment for period end dates and no interest shall be paid in respect of the delay.
Business Day:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law to close in New York City or Toronto.
London Business Day:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day
on which banking institutions are authorized or required by law to close in London.
U.S. Tax Treatment:
The Notes should be treated for U.S. federal income tax purposes as variable rate debt instruments. Please
see the discussion below under "Supplemental Discussion of U.S. Federal Income Tax Consequences",
which applies to your Notes.
Canadian Tax Treatment:
Please see the discussion under the caption "Tax Consequences--Canadian Taxation" in the prospectus,
which applies to your Notes.
Calculation Agent:
TD
Listing:
The Notes will not be listed or displayed on any securities exchange or any electronic communications
network.
Clearance and Settlement: DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described
under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the prospectus).
Terms Incorporated
All of the terms appearing above the item captioned "Listing" above and the terms appearing under the
in the Master Note:
caption "Description of the Notes We May Offer" in the prospectus supplement, as modified by this pricing
supplement.

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TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
P-3

Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the prospectus supplement, relating to our Senior
Debt Securities, of which these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given
to them in the prospectus supplement. In the event of any conflict, this pricing supplement will control. The Notes vary from the terms
described in the prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" on page P-5 of this pricing supplement, "Risk Factors" beginning on page S-4 of
the prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the Notes involve risks not associated with conventional debt
securities. 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 that address has changed, by reviewing our filings for the relevant date on
the SEC website):

Prospectus dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Prospectus Supplement dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638460/d191617d424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries. Alternatively, The Toronto-Dominion Bank, any agent or any dealer participating in this offering
will arrange to send you the prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
P-4

Additional Risk Factors
The Notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most significant risks relating
to the terms of the Notes. For additional information as to these risks, please see the prospectus supplement and the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
Investors Are Subject to Our Credit Risk, and Our Credit Ratings and Credit Spreads May Adversely Affect the
Market Value of the Notes.
Investors are dependent on TD's ability to pay all amounts due on the Notes on the Interest Payment Dates and the Maturity Date, and,
therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's creditworthiness. Any decrease in TD's credit
ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to adversely affect the market value of the
Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms
of the Notes.
Because the Notes Accrue Interest at a Fixed Rate During the Fixed Interest Period, the Amount of Interest Payable
on Your Notes on Each Interest Payment Date During the Fixed Interest Period May Be Below Market Interest Rates.
Because interest payable on your Notes during the Fixed Interest Period accrues at a fixed rate, there can be no guarantee that the interest you
will receive on one or more of the Interest Payment Dates during the Fixed Interest Period will be equal to or greater than the market interest
rate on such dates. We have no control over a number of factors that may affect market interest rates, including geopolitical conditions and
economic, financial, political, regulatory, judicial and other events that affect markets generally that are important in determining the existence,
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magnitude and longevity of these risks and their results. You should have a view as to the Fixed Interest Rate relative to market interest rates
before investing, and be willing to forgo market interest rates during the Fixed Interest Period.
Because the Notes Accrue Interest at the Floating Interest Rate During the Floating Interest Period, You May
Receive a Lesser Interest Rate During Such Period Relative to That of the Fixed Rate Period.
The interest payable on the Notes during the Floating Interest Period will accrue at the Floating Interest Rate. The Floating Reference Rate on
which the Floating Interest Rate is based will vary and there will be significant risks not associated with a conventional fixed-rate debt security.
These risks include fluctuation of the Floating Reference Rate and the possibility that the Floating Interest Rate on the Notes will decrease
during the Floating Interest Period.
After the Fixed Interest Period, the Amount of Each Interest Payment on an Interest Payment Date is Variable and
May Be as Low as the Interest Floor.
Following the Fixed Interest Period, you will receive interest on the applicable Interest Payment Date based on a rate per annum equal to the
Floating Interest Rate. While the interest rate applicable to each Interest Payment Date after the Fixed Interest Period will fluctuate because it is
based on the Floating Interest Rate, the Interest Rate for any Interest Payment Date during the Floating Interest Period will not be less than the
Interest Floor. If the Floating Reference Rate is less than or equal to zero, it may cause the Floating Interest Rate for the applicable Interest
Payment Date during the Floating Interest Period to be equal to the Interest Rate Floor, and you will not be compensated for any loss in value
due to inflation and other factors relating to the value of money over time. You should consider, among other things, the overall potential interest
payments payable on the Notes as compared to that of our or other similar debt securities of a comparable maturity.
LIBOR, and Therefore the Value of the Notes, May be Volatile and Will Be Affected by a Number of Factors.
LIBOR, and therefore the value of the Notes, is subject to volatility due to a variety of factors, including but not limited to:
·
interest and yield rates in the market;
·
changes in, or perceptions about future LIBOR rates;
·
general economic conditions;
·
policies of the U.S. Federal Reserve Board regarding interest rates;
·
supply and demand among banks in London for U.S. dollar-denominated deposits with the relevant term;
·
sentiment regarding underlying strength in the U.S. and global economies;
·
expectations regarding the level of price inflation;
·
sentiment regarding credit quality in the U.S. and global credit markets;
·
inflation and expectations concerning inflation;
·
performance of capital markets;
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
P-5

·
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect markets generally and that may affect
LIBOR; and
·
the time remaining to the maturity of the Notes.
The impact of any of the factors set forth above may enhance or offset some or all of the changes resulting from another factor or factors. A
lower LIBOR will result in the Floating Interest Rate decreasing, but in no case will the Floating Interest Rate be less than the Interest Floor.
Changes in Banks' Inter-Bank Lending Rate Reporting Practices or Methods Pursuant to which LIBOR Rates are
determined may adversely affect the Value of Your Notes.
LIBOR and other indices which are deemed "benchmarks" are the subject of recent national, international, and other regulatory guidance and
proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such
benchmarks to perform differently than in the past, or have other consequences which cannot be predicted.
In September 2012, the U.K. government published the results of its review of LIBOR (commonly referred to as the "Wheatley Review"). The
Wheatley Review made a number of recommendations for changes with respect to LIBOR including the introduction of statutory regulation of
LIBOR, the transfer of responsibility for LIBOR from the British Bankers' Association to an independent administrator, changes to the method of
compilation of lending rates and new regulatory oversight and enforcement mechanisms for rate-setting and the corroboration of LIBOR, as far
as possible, by transactional data. Based on the Wheatley Review, on March 25, 2013, final rules for the regulation and supervision of LIBOR by
the U.K. Financial Conduct Authority (the "FCA") were published and came into effect on April 2, 2013 (the "FCA Rules"). In particular, the FCA
Rules include requirements that (1) an independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of
practice standards and/or potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of
interest policy and appropriate systems and controls. In addition, in response to the Wheatley Review recommendations, ICE Benchmark
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Administration Limited (the "ICE Administration") has been appointed as the independent LIBOR administrator, effective February 1, 2014.
On July 27, 2017, the Chief Executive of the FCA announced that it intends to stop persuading or compelling banks to submit rates for the
calculation of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis
cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR
submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the UK or elsewhere. At this time, no
consensus exists as to what rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict the effect of any such
alternatives on the value of LIBOR-based securities such as the Notes. Uncertainty as to the nature of alternative reference rates and as to
potential changes or other reforms to LIBOR may adversely affect LIBOR rates during the term of the Notes, any trading market for the Notes
and their value.
It is not possible to predict the further effect of the FCA Rules, any changes in the methods pursuant to which LIBOR rates are determined or
any other reforms to LIBOR that may be enacted in the U.K., the European Union (the "EU") and elsewhere, each of which may adversely affect
the trading market for LIBOR-based securities. In addition, any changes announced by the FCA, ICE Administration, the European Commission
or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR
rates are determined may result in a sudden or prolonged decrease (or increase) in the reported LIBOR rates. If that were to occur, the level of
interest payments on and the value of the Notes may be adversely affected. Further, uncertainty as to the extent and manner in which the
Wheatley Review recommendations and other proposed reforms will continue to be adopted and the timing of such changes may adversely
affect any trading market for the Notes and their value.
At an international level, efforts to reform "benchmarks" include (i) International Organization of Securities Commissions' Principles for Financial
Market Benchmarks (July 2013), (ii) European Securities and Markets Authority-European Banking Authority's Principles for the benchmark-
setting process (June 2013), and (iii) the European Commission's regulation on indices used as "benchmarks" in certain financial instruments
and financial contracts, or to measure the performance of investment funds (June 2016) (the "Benchmark Regulation").
The Benchmark Regulation applies to the use of "benchmarks" in the European Union, and would, among other things, (i) require benchmark
administrators to be authorized (or, if non-European Union-based, to be qualified for use) and to comply with extensive requirements in relation
to the administration of "benchmarks" and (ii) ban the use of "benchmarks" of unauthorized administrators. The scope of the Benchmark
Regulation is wide and, in addition to so-called "critical benchmark" indices such as LIBOR, also applies to many interest rate and foreign
exchange rate indices, equity indices, and other indices (including "proprietary" indices or strategies) where referenced in financial instruments,
financial contracts, and investment funds.
The full impact of the Benchmark Regulation is presently unclear. However, it could potentially have a material impact on any securities based on
or linked to a "benchmark", including the Notes, in a range of circumstances including, without limitation, where:
·
the administrator of a "benchmark" relating to a series of securities does not have or obtain or ceases to have the appropriate
European Union authorizations in order to operate such a "benchmark" or is based in a non-European Union jurisdiction and does not
qualify the "benchmark" for use in the European Union. In such an event, depending on the particular "benchmark" and the applicable
terms of the securities, the securities may be adversely affected; and
·
the methodology or other terms of the "benchmark" relating to a series of securities is changed in order to comply with the terms of the
Benchmark Regulation, and such changes have the effect of reducing or increasing the published rate or level of the "benchmark" or of
affecting the volatility of such published rate or level, or otherwise result in an adverse effect on the trading market for, return on or the
value of the Notes.
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
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More broadly, the FCA Rules, the Benchmark Regulation, and any of the other international, national, or other proposals for reform or general
increased regulatory scrutiny of "benchmarks" could have a material adverse effect on the costs and risks of administering or otherwise
participating in the setting of a "benchmark" and complying with any such regulations or requirements. Such factors may have the effect of
discouraging market participants from continuing to administer or participate in certain "benchmarks," trigger changes in the rules or
methodologies used in the determination of certain "benchmarks," or may even lead to the disappearance of certain "benchmarks." The
disappearance of, or uncertainty relating to the continued existence of, a "benchmark" or changes in the manner of determination of or
administration of a "benchmark" may adversely affect the trading market for, return on, or value of the Notes.
In addition to the international proposals for the reform of "benchmarks" described above, there are numerous other proposals, initiatives, and
investigations which may impact the use and regulation of "benchmarks." For example, there are ongoing global investigations into the setting of
foreign exchange rate "benchmarks," which may result in further regulation around the setting of foreign exchange rates.
Any of the above changes or any other consequential changes to LIBOR as a result of U.K., European Union, or other international, national, or
other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the timing and manner of implementation
of such changes could have a material adverse effect on the value of and return the Notes.
There Are Potential Conflicts of Interest Between You and the Calculation Agent.
The Calculation Agent will, among other things, determine the interest payments on the Notes. We will serve as the Calculation Agent and may
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appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when performing
its functions and may take into consideration our ability to unwind any related hedges. Since this discretion by the Calculation Agent may affect
payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision.
If a published Floating Reference Rate is unavailable, the Interest Rate on the Notes during the Floating Interest Period will be determined using
the alternative methods set forth in the accompanying prospectus supplement under "Description of the Notes We May Offer--Interest--Interest
Rates--Floating Rate Notes--Calculation of Interest--LIBOR Notes". Any of these alternative methods may result in interest payments that are
lower than or that do not otherwise correlate over time with the payments that would have been made on the Notes during the Floating Interest
Period if the Floating Reference Rate was available in its current form. Further, the same costs and risks that may lead to the discontinuation or
unavailability of Floating Reference Rate may make one or more of the alternative methods impossible or impracticable to determine. If, as set
forth in the accompanying prospectus supplement under "Description of the Notes We May Offer--Interest--Interest Rates--Floating Rate
Notes--Calculation of Interest--LIBOR Notes" a published Floating Reference Rate is unavailable during the Floating Interest Period and banks
are unwilling to provide quotations for the calculation of the Floating Reference Rate, the alternative method sets the Interest Rate for an
Interest Period as the same rate as the immediately preceding Interest Period, which could remain in effect for the remaining term of the Notes.
If, however, the Calculation Agent determines that the Floating Reference Rate has been permanently discontinued, then the Calculation Agent
may calculate the Interest Rate using a substitute or successor base rate or an industry-accepted successor base rate and adjust the terms of
the Notes as described under "Summary--3-Month USD LIBOR or the Floating Reference Rate" herein. Any such adjustments or alternative
methods of calculating the interest payments on the Notes may have an adverse effect on the value of the Notes.
The Agent Discount, Offering Expenses and Certain Hedging Costs Are Likely to Adversely Affect Secondary Market
Prices.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, the underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
There May Not Be an Active Trading Market for the Notes -- Sales in the Secondary Market May Result in Significant
Losses.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic
communications network. TD Securities (USA) LLC and other affiliates of TD may make a market for the Notes; however, they are not required
to do so. TD Securities (USA) LLC or any other affiliate of TD may stop any market-making activities at any time. Even if a secondary market for
the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any
secondary market would be high. As a result, the difference between bid and ask prices for your Notes in any secondary market could be
substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the Issue Price, and as a result, you may
suffer substantial losses.
The Temporary Price at Which TD Securities (USA) LLC May Initially Buy The Notes in the Secondary Market May
Exceed Other Secondary Market Values and, Depending on Your Broker, the Valuation Provided on Your Customer
Account Statements May Not Be Indicative of Future Prices of Your Notes.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which TD Securities (USA) LLC may initially buy or sell the
Notes in the secondary market (if TD Securities (USA) LLC makes a market in the Notes, which it is not obligated to do) may, for a temporary
period after the Pricing Date of the Notes, exceed the secondary market value of the Notes, as discussed further under
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
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"Supplemental Plan of Distribution (Conflicts of Interest)." During this temporary period such prices may, depending on your broker, be greater
than the valuation provided on your customer account statements; you should inquire with your broker as to the valuation provided on your
customer account statement. The price at which TD Securities (USA) LLC may initially buy or sell the Notes in the secondary market may not be
indicative of future prices of your Notes.
Significant Aspects of the Tax Treatment of the Notes May Be Uncertain.
The U.S. tax treatment of the Notes may be uncertain. Please read carefully the section entitled "Supplemental Discussion of U.S. Federal
Income Tax Consequences" below. You should consult your tax advisor about your tax situation.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see "Tax Consequences--
Canadian Taxation" in the prospectus. If you are not a Non-resident Holder (as that term is defined in "Canadian Taxation" in the prospectus) for
Canadian federal income tax purposes or if you acquire the Notes in the secondary market, you should consult your tax advisors as to the
consequences of acquiring, holding and disposing of the Notes and receiving the payments that might be due under the Notes.
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Historical Performance of LIBOR
We obtained the information regarding the historical performance of the Floating Reference Rate below from Bloomberg Financial Markets. We
make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Professional® service and
have not undertaken an independent review or due diligence of the information. The historical performance of the Floating Reference Rate
should not be taken as an indication of its future performance. We cannot give you assurance that the performance of the Floating Reference
Rate will result in any Interest Rate during a Floating Interest Period in excess of the Interest Floor.
Historically, the Floating Reference Rate has experienced significant fluctuations. Any historical upward or downward trend in the Floating
Reference Rate during any period shown below is not an indication that the interest payable on the Notes is more or less likely to increase or
decrease at any time during any Floating Interest Period.
On April 24, 2018, the Floating Reference Rate was 2.36167%. The graph below sets forth the historical performance of the Floating Reference
Rate from April 24, 2008 through April 24, 2018. Past performance of the Floating Reference Rate is not indicative of future performance
of the Floating Reference Rate.

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Supplemental Discussion of U.S. Federal Income Tax Consequences
General The following discussion summarizes certain U.S. federal income tax consequences to U.S. Holders of the purchase, beneficial
ownership and disposition of the Notes. This discussion replaces the federal income tax discussions in the prospectus supplement and
prospectus. The discussion herein does not address the consequences to taxpayers subject to special tax accounting rules under Section
451(b) of the Internal Revenue Code of 1986, as amended (the "Code").
For purposes of this summary, a "U.S. Holder" is a beneficial owner of a Note that is:
·
an individual who is a citizen or a resident of the U.S., for U.S. federal income tax purposes;
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·
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized in or
under the laws of the U.S. or any State thereof (including the District of Columbia);
·
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·
a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or more U.S. persons, for
U.S. federal income tax purposes, have the authority to control all of its substantial decisions.

For purposes of this summary, a "Non-U.S. Holder" is a beneficial owner of a Note that is:
·
a nonresident alien individual for federal income tax purposes;
·
a foreign corporation for federal income tax purposes; or
·
an estate or trust whose income is not subject to federal income tax on a net income basis.
An individual may, subject to certain exceptions, be deemed to be a resident of the U.S. for U.S. federal income tax purposes by reason of
being present in the U.S. for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three year period ending in
the current calendar year (counting for such purposes all of the days present in the current year, one third of the days present in the
immediately preceding year, and one sixth of the days present in the second preceding year).
This summary is based on interpretations of the Code, regulations issued thereunder, and rulings and decisions currently in effect (or in some
cases proposed), all of which are subject to change. Any such change may be applied retroactively and may materially and adversely affect the
U.S. federal income tax consequences described herein. In addition, this summary addresses only holders that purchase Notes at initial
issuance, and own Notes as capital assets and not as part of a "straddle," "hedge," "synthetic security," or a "conversion transaction" for U.S.
federal income tax purposes or as part of some other integrated investment. This summary does not discuss all of the tax consequences (such
as any alternative minimum tax consequences) that may be relevant to particular investors or to investors subject to special treatment under the
U.S. federal income tax laws (such as banks, thrifts or other financial institutions; insurance companies; securities dealers or brokers, or traders
in securities electing mark-to-market treatment; regulated investment companies or real estate investment trusts; small business investment
companies; S corporations; partnerships; or investors that hold their Notes through a partnership or other entity treated as a partnership for U.S.
federal income tax purposes; holders whose functional currency is not the U.S. dollar; certain former citizens or residents of the U.S.; retirement
plans or other tax-exempt entities, or persons holding the Notes in tax-deferred or tax-advantaged accounts; persons that purchase or sell the
Notes as part of a wash sale for tax purposes; or "controlled foreign corporations" or "passive foreign investment companies" for U.S. federal
income tax purposes). This summary also does not address the tax consequences to shareholders, or other equity holders in, or beneficiaries of,
a holder, or any state, local or non-U.S. tax consequences of the purchase, ownership or disposition of the Notes. Persons considering the
purchase of Notes should consult their tax advisors concerning the application of U.S. federal income tax laws to their particular situations as
well as any consequences of the purchase, beneficial ownership and disposition of Notes arising under the laws of any other taxing jurisdiction.
U.S. Federal Income Tax Treatment of the Notes as Debt for U.S. Federal Income Tax Purposes and Payments of
Interest
In the opinion of our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, based upon the facts at the time of issuance of the Notes,
the Notes will be treated as "variable rate debt instruments" for U.S. federal income tax purposes and the discussion herein is based on this
treatment.
If the Notes are not treated as "variable rate debt instruments", they will instead be treated as contingent payment debt instruments ("CPDI") for
U.S. federal income tax purposes. Under this treatment, (i) regardless of your regular method of tax accounting, in each year that you held the
Notes you would be required to accrue income, subject to certain adjustments, based on our comparable yield for similar non-contingent debt,
determined as of the time of issuance of the Notes, and (ii) any gain on the sale, exchange or retirement of the Notes would be treated as
ordinary income.
You should consult your tax advisor regarding the potential consequences to you if the Notes are treated as contingent payment debt
instruments.
Sale, Exchange or Maturity of the Notes. Upon the disposition of a Note by sale, exchange, maturity or other taxable disposition, a U.S. Holder
should generally recognize taxable gain or loss equal to the difference between (1) the amount realized on such taxable disposition (other than
amounts attributable to accrued but untaxed interest) and (2) the U.S. Holder's adjusted tax basis in the Note. A
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U.S. Holder's adjusted tax basis in a Note generally will equal the U.S. Holder's cost of the Note. Because the Note is held as a capital asset,
such gain or loss will generally constitute capital gain or loss. Capital gain of a noncorporate U.S. Holder is generally taxed at preferential rates
where the holder has a holding period of greater than one year. The deductibility of a capital loss realized on the sale, exchange, maturity or
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other taxable disposition of a Note is subject to limitations.
Interest. Pursuant to rules governing the tax treatment of variable rate debt instruments, interest will be taxable to you as ordinary interest
income at the time it is accrued or received, in accordance with your method of tax accounting.
Variable Rate Debt Instruments. In order to qualify as a "variable rate debt instrument":
·
the issue price of the Note must not exceed the total amount of noncontingent principal payments on the Note by more than the product
of such principal payments and the lesser of (i) 15% or (ii) the product of 1.5% and the number of complete years in the Note's term,
and
·
the Note must not provide for any stated interest other than stated interest paid or compounded at least annually at a qualifying variable
rate which is (i) one or more "qualified floating rates," (ii) a single fixed rate and one or more qualified floating rates, (iii) a "single
objective rate," or (iv) a single fixed rate and a single objective rate that is a "qualified inverse floating rate" (each as described below).
For purposes of determining if a Note is a variable rate debt instrument, a qualified floating rate is a variable rate whose variations can
reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the debt
instrument is denominated and is set at a "current rate." A qualified floating rate (or objective rate, as described below) must be set at a current
value of that rate. A current value is the value of the variable rate on any day that is no earlier than three months prior to the first day on which
that value is in effect and no later than one year following that day.
A multiple of a qualified floating rate is generally not a qualified floating rate, unless the variable rate is either:
·
a product of a qualified floating rate times a fixed multiple greater than 0.65 but not more than 1.35, or
·
a product of a qualified floating rate times a fixed multiple greater than 0.65 but not more than 1.35, increased or decreased by a fixed
rate.
Certain combinations of rates are treated as a single qualified floating rate, including (i) interest stated at a fixed rate for an initial period of one
year or less followed by a qualified floating rate (or objective rate) if the value of the floating rate at the issue date is intended to approximate the
fixed rate, and (ii) two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the
term of the Note. A combination of these rates is generally treated as a single qualified floating rate if the values of all rates on the issue date are
within 0.25 percentage points of each other. A variable rate that is subject to an interest rate cap, floor, governor or similar restriction on rate
adjustment is treated as a qualified floating rate only if the restriction is fixed throughout the term of the Note, and is not reasonably expected as
of the issue date to cause the yield on the Note to differ significantly from its expected yield absent the restriction.
An objective rate is defined as a rate (other than a qualified floating rate) that is determined using a single fixed formula and that is based on
objective financial or economic information (other than a rate based on information that is within our control (or the control of one of our
affiliates) or that is unique to our circumstances (or those of a related party)). The IRS may designate other variable rates that will be treated as
objective rates. However, a variable rate is not an objective rate if it is reasonably expected that the average value of the rate during the first half
of the Note's term will differ significantly from the average value of such rate during the final half of its term. A combination of a fixed rate of
stated interest for an initial period of one year or less followed by an objective rate is treated as a single objective rate if the value of the
objective rate at the issue date is intended to approximate the fixed rate; such a combination of rates is generally treated as a single objective
rate if the objective rate on the issue date does not differ from the fixed rate by more than 0.25 percentage points. An objective rate is a qualified
inverse floating rate if it is equal to a fixed rate reduced by a qualified floating rate, the variations in which can reasonably be expected to
inversely reflect contemporaneous variations in the qualified floating rate (disregarding permissible rate caps, floors, governors and similar
restrictions as those discussed above).
Contingent Payment Debt Instruments
Notes that provide for a variable rate of interest but that do not qualify as variable rate debt instruments are treated as CPDI. If a CPDI is issued
for cash or publicly traded property, original issue discount ("OID") is determined and accrued under the "noncontingent bond method."
Under the noncontingent bond method, for each accrual period, U.S. Holders of the Notes accrue OID equal to the product of (i) the
"comparable yield" (adjusted for the length of the accrual period) and (ii) the "adjusted issue price" of the Notes at the beginning of the accrual
period. This amount is ratably allocated to each day in the accrual period and is includible as ordinary interest income by a U.S. Holder for each
day in the accrual period on which the U.S. Holder holds the CPDI, whether or not the amount of any payment is fixed or determinable in the
taxable year. Thus, the noncontingent bond method may result in recognition of income prior to the receipt of cash.
In general, the comparable yield of a CPDI is equal to the yield at which the Issuer would issue a fixed rate debt instrument with terms and
conditions similar to those of the CPDI, including level of subordination, term, timing of payments, and general market conditions.
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For example, if a hedge of the CPDI is available that, if integrated with the CPDI, would produce a "synthetic debt instrument" with a specific
yield to maturity, the comparable yield will be equal to the yield of the synthetic debt instrument. However, if such a hedge is not available, but
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Document Outline

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