Bond TD Bank 2.375% ( US89114R5B83 ) in USD

TD Bank

100 % ▲

Canada

US89114R5B83 ( in USD )

2.375% per year ( payment 2 times a year)

08/11/2027

Prospectus brochure of the bond Toronto-Dominion Bank US89114R5B83 en USD 2.375%, maturity 08/11/2027

1 000 USD

33 000 000 USD

89114R5B8

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

08/11/2025 ( In 36 days )

Toronto-Dominion Bank (TD Bank) is a multinational banking and financial services corporation headquartered in Toronto, Canada, offering a wide range of financial products and services to personal and commercial customers globally.

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114R5B83, pays a coupon of 2.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/11/2027

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114R5B83, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114R5B83, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 form424b2.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 1 7 5 1

Pricing Supplement dated November 6, 2019 to the
Prospectus Supplement dated June 18, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$33,000,000
Callable Fixed Rate Notes
Due November 8, 2027
The Toronto-Dominion Bank ("TD" or "we") has offered the Callable Fixed Rate Notes due November 8, 2027 (the "Notes") described below.
CUSIP / ISIN: 89114R5B8 / US89114R5B83
The Notes will accrue interest at a fixed rate of 2.375% per annum.
TD will pay interest on the Notes quarterly on the 8th calendar day of each February, May, August and November (each an "Interest Payment Date"),
commencing on February 8, 2020 and ending on the Maturity Date.
TD may, at its option, elect to redeem the Notes in whole, but not in part, on the 8th calendar day of each February, May, August and November (each an
"Optional Call Date"), upon five Business Days' prior written notice, commencing on November 8, 2023, and ending on the Interest Payment Date
immediately preceding the Maturity Date. 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 "CDIC"), the U.S.
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
The Notes are bail-inable debt securities (as defined in the prospectus) 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 TD 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?
Special Provisions Related to Bail-inable Debt Securities", "Canadian Bank Resolution Powers" and "Risk Factors--Risks Related to the Bank's Bail-inable
Debt Securities" in the accompanying prospectus.
The Notes will not be listed or displayed on any securities exchange or any electronic communications network.
I nve st m e nt in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P-5 of t his pric ing
supple m e nt , "Risk Fa c t ors" be ginning on pa ge S-4 of t he prospe c t us supple m e nt da t e d J une 1 8 , 2 0 1 9 (t he "prospe c t us
supple m e nt ") a nd "Risk Fa c t ors" be ginning on pa ge 1 of t he prospe c t us da t e d J une 1 8 , 2 0 1 9 (t he "prospe c t us").
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he prospe c t us supple m e nt or t he prospe c t us is
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on November 8, 2019, against payment in
immediately available funds.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Security
$1,000.00
$12.70
$987.30
Total
$33,000,000.00
$419,100.00
$32,580,900.00
1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $992.50 (99.25%) per $1,000 Principal
Amount of the Notes.
2 TD Securities (USA) LLC will receive a commission of $12.70 (1.27%) per $1,000 Principal Amount of the Notes and will use $7.50 (0.75%) of that
commission to allow selling concessions to other dealers in connection with the distribution of the Notes, or has offered the Notes directly to investors. 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 underwriting discount at the time TD established its hedge positions on or prior to the Pricing Date, which may have been
variable and fluctuated depending on market conditions at such times. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-9 of this
pricing supplement.
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TD SECURITIES (USA) LLC
P-1
Ca lla ble Fix e d Ra t e N ot e s

Due N ove m be r 8 , 2 0 2 7

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.
I ssue r:
The Toronto-Dominion Bank
I ssue :
Senior Debt Securities, Series D
T ype of N ot e :
Callable Fixed Rate Notes
CU SI P / I SI N :
89114R5B8 / US89114R5B83
U nde rw rit e r:
TD Securities (USA) LLC
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof.
Princ ipa l Am ount :
$1,000 per Note
I ssue Pric e :
100% of the Principal Amount per Note
Pric ing Da t e :
November 6, 2019
I ssue Da t e :
November 8, 2019
M a t urit y Da t e :
November 8, 2027, subject to redemption by TD prior to the Maturity Date as set forth below under
"Redemption".
Pa ym e nt a t M a t urit y
If the Notes have not been redeemed by us, as described elsewhere in this pricing supplement, TD will pay you
the Principal Amount of your Notes plus any accrued and unpaid interest.
I nt e re st Ra t e :
2.375% per annum, payable quarterly in arrears (equal payments)
Da y Count Fra c t ion:
30/360
For the avoidance of doubt, each month is deemed to have 30 days and each year is deemed to have 360
days. Therefore, each interest period is deemed to have 90 days and each year is deemed to have 360 days,
resulting in equal interest payments.
I nt e re st Pa ym e nt The 8th calendar day of each February, May, August and November, commencing on February 8, 2020 and ending
Da t e s:
on the Maturity Date. If an Interest Payment Date is not a Business Day, interest will be paid on the next
Business Day, without adjustment for period end dates and no interest will be paid in respect of the delay.
Re de m pt ion:
The Notes are redeemable by TD, in whole, but not in part, on any Optional Call Date at 100% of their Principal
Amount together with accrued and unpaid interest, if any, to, but excluding the applicable Optional Call Date. TD
will provide written notice to DTC at least five (5) Business Days prior to the applicable Optional Call Date.
In the event TD gives notice to DTC of its intention to redeem the Notes, the decision to give such notice will be
subject to the prior approval of the Superintendent of Financial Institutions if such redemption would lead to a
breach of TD's Total Loss Absorbing Capacity requirements.
Opt iona l Ca ll Da t e s:
The 8th calendar day of February, May, August and November of each year, commencing on November 8,
2023, and ending on the Interest Payment Date immediately preceding the Maturity Date. If an Optional Call
Date is not a Business Day, then the Notes will be redeemed on the next Business Day and no interest shall be
paid in respect of the delay.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on
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which banking institutions are authorized or required by law to close in New York City or Toronto.
TD SECURITIES (USA) LLC
P-2
U .S. T a x T re a t m e nt :
The Notes should be treated for U.S. federal income tax purposes as fixed rate debt instruments that are issued
without original issue discount, as discussed further herein under "Material U.S. Federal Income
Tax
Consequences".
Ca na dia n T a x Please see the discussion under the caption "Tax Consequences--Canadian Taxation" in the prospectus, which
T re a t m e nt :
applies to your Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or any electronic communications network.
Cle a ra nc e a nd DTC Global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as described
Se t t le m e nt :
under "Description of the Debt Securities--Forms of the Debt Securities" and "Ownership, Book-Entry
Procedures and Settlement" in the prospectus.
T e rm s I nc orpora t e d
All of the terms appearing above the item captioned "Listing" above and the terms appearing under the caption
in t he M a st e r N ot e :
"Description of the Notes We May Offer" in the prospectus supplement, as modified by this pricing supplement.
Ca na dia n Ba il -in
The Notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in
Pow e rs:
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?Special Provisions Related to Bail-inable
Debt Securities", "Canadian Bank Resolution Powers" and "Risk Factors--Risks Related to the Bank's Bail-
inable Debt Securities" in the prospectus for a description of provisions and risks applicable to the Notes as a
result of Canadian bail-in powers.
Agre e m e nt w it h
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (i) agree
Re spe c t t o
to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes, in whole or in part
t he Ex e rc ise of
by means of a transaction or series of transactions and in one or more steps into common shares of the
Ca na dia n
Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of the
Ba il -in Pow e rs:
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; (ii) attorn and
submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws;
and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), 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 debt securities to
the extent those bail-inable debt securities 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?Special Provisions Related to Bail-inable Debt Securities", "Canadian
Bank Resolution Powers" and "Risk Factors--Risks Related to the Bank's Bail-inable Debt Securities" in the
prospectus for a description of provisions and risks applicable to the Notes as a result of Canadian bail-in
powers.
TD SECURITIES (USA) LLC
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Additional Terms of Your Notes
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You should read this pricing supplement together with the prospectus, as supplemented by the prospectus supplement, relating to our Senior
Debt Securities, Series D, 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" of this pricing supplement and "Risk Factors" of the prospectus supplement and
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 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Prospectus Supplement dated June 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175713/d747878d424b3.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.
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
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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. Accordingly, 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.
I nve st ors Are Subje c t t o Our Cre dit Risk , a nd Our Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
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.
T he N ot e s w ill be Subje c t t o Risk s, I nc luding Conve rsion in Whole or in Pa rt -- by M e a ns of a T ra nsa c t ion or Se rie s
of T ra nsa c t ions a nd in One or M ore St e ps -- int o Com m on Sha re s of T D or Any of it s Affilia t e s, U nde r Ca na dia n
Ba nk Re solut ion Pow e rs.
Under Canadian bank resolution powers, the CDIC may, in circumstances where TD has ceased, or is about to cease, to be viable, assume
temporary control or ownership of TD and may be granted broad powers by one or more orders of the Governor in Council (Canada), including
the power to sell or dispose of all or a part of the assets of TD, and the power to carry out or cause TD to carry out a transaction or a series of
transactions the purpose of which is to restructure the business of TD. If the CDIC were to take action under the Canadian bank resolution
powers with respect to TD, this could result in holders or beneficial owners of the Notes being exposed to losses and 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 TD or any of its
affiliates.
As a result, you should consider the risk that you may lose all or part of your investment, including the Principal Amount plus any accrued
interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in regime, and that any remaining
outstanding Notes, or common shares of TD or any of its affiliates into which the Notes are converted, may be of little value at the time of a bail-
in conversion and thereafter. See "Description of the Debt Securities?Special Provisions Related to Bail-inable Debt Securities", "Canadian
Bank Resolution Powers" and "Risk Factors--Risks Related to the Bank's Bail-inable Debt Securities" in the accompanying prospectus for a
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description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers.
T he N ot e s Are Subje c t t o Ea rly Re de m pt ion a t T D's Opt ion.
TD has the option to redeem the Notes on any Optional Call Date as set forth above. It is more likely that we will redeem the Notes prior to the
Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on our other instruments of a
comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed prior to their stated Maturity Date, you may have
to re-invest the proceeds in a lower rate environment.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
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.
An inve st m e nt in t he N ot e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm .
The Notes will mature on the maturity date, subject to our right to redeem the notes beginning on the first Optional Call Date. By purchasing
Notes with a longer term, you will bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In
particular, you may be negatively affected if interest rates begin to rise, because investors have neither the right to redeem the notes early nor
the right to cause TD to redeem the notes early and the Interest Rate on the Notes may be less than the amount of interest you could earn on
other investments with a similar level of risk available at such time. In addition, if you tried to sell your Notes at such time, the value of your
Notes in any secondary market transaction would also be adversely affected.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
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.
TD SECURITIES (USA) LLC
P-5
T he T e m pora ry Pric e a t Whic h t he U nde rw rit e r M a y I nit ia lly Buy T he N ot e s in t he Se c onda ry M a rk e t M a y Ex c e e d
Ot he r Se c onda ry M a rk e t V a lue s a nd, De pe nding on Y our Brok e r, t he V a lua t ion Provide d on Y our Cust om e r Ac c ount
St a t e m e nt s M a y N ot Be I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Underwriter may initially buy or sell the Notes in
the secondary market (if the Underwriter 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 "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 the Underwriter may initially buy or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s M a y Be U nc e rt a in.
The U.S. tax treatment of the Notes may be uncertain. Please read carefully the section entitled "Material U.S. Federal Income Tax
Consequences" below. You should consult your tax advisor about your tax situation.
For a 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.
TD SECURITIES (USA) LLC
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Material U.S. Federal Income Tax Consequences
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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;
·
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 31 days or more in the calendar year and for an aggregate of 183 days or more 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. Fe de ra l I nc om e T a x T re a t m e nt of t he N ot e s
While there is no authority that specifically addresses the U.S. federal income tax treatment of bail-inable debt securities such as the Notes, the
Notes should be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that such Notes are
treated as indebtedness for U.S. federal income tax purposes. However, the U.S. Internal Revenue Service (the "IRS") could assert that the
Notes should be treated as equity for U.S. federal income tax purposes. Nevertheless, treatment of the Notes as equity for U.S. federal income
tax purposes should not result in inclusions of income with respect to the Notes that are materially different from those if the Notes are treated as
indebtedness. If the Notes were treated as equity, it is unlikely that interest payments on the Notes that are treated as dividends for U.S. federal
income tax purposes would be treated as "qualified dividend income" for U.S. federal income tax purposes and, if such dividends were not
treated as qualified dividend income, amounts treated as dividends would be taxed at ordinary income tax rates. You should consult with your
tax advisor regarding the appropriate characterization of bail-inable debt securities for U.S. federal income tax purposes, and the U.S. federal
income and other tax consequences of any bail-in conversion.
The Notes should be treated as indebtedness for U.S. federal income tax purposes as discussed above, with interest payments on the Notes
taxable to a U.S. Holder as non-U.S.-source ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's
normal method of accounting for tax purposes. Pursuant to the terms of the Notes, you agree to treat the Notes consistent with our treatment for
all U.S. federal income tax purposes.
Ba se d on c e rt a in fa c t ua l re pre se nt a t ions re c e ive d from us, our spe c ia l U .S. t a x c ounse l, Ca dw a la de r, Wic k e rsha m &
T a ft LLP, is of t he opinion t ha t t he N ot e s should be t re a t e d in t he m a nne r de sc ribe d a bove . H ow e ve r, t he U .S.
fe de ra l inc om e t a x t re a t m e nt of t he N ot e s is unc e rt a in. We do not pla n t o re que st a ruling from t he I RS re ga rding
t he t a x t re a t m e nt of t he N ot e s,
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TD SECURITIES (USA) LLC
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a nd t he I RS or a c ourt m a y not a gre e w it h t he t a x t re a t m e nt de sc ribe d in t his pric ing supple m e nt . We urge you t o
c onsult your t a x a dvisor a s t o t he t a x c onse que nc e s of your inve st m e nt in t he N ot e s.
Sa le , Ex c ha nge , Ea rly Re de m pt ion or M a t urit y of t he N ot e s
Upon the disposition of a Note by sale, exchange, early redemption, 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 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", as defined in Section 1221 of the
Code, such gain or loss will generally constitute capital gain or loss. Capital gain of a non-corporate 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 taxable disposition of a
Note is subject to limitations.
M e dic a re T a x on N e t I nve st m e nt I nc om e
U.S. Holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their "net investment
income," or "undistributed net investment income" in the case of an estate or trust, which may include any income or gain with respect to the
Notes, to the extent of their net investment income or undistributed net investment income (as the case may be) that, when added to their other
modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a
surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an
estate or trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax advisors as
to the consequences of the 3.8% Medicare tax.
Spe c ifie d Fore ign Fina nc ia l Asse t s
Certain U.S. Holders that own "specified foreign financial assets" in excess of an applicable threshold may be subject to reporting obligations
with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. U.S.
Holders are urged to consult their tax advisors as to the application of this reporting obligation to their ownership of the Notes.
T a x T re a t m e nt of N on -U .S. H olde rs
In general and subject to the discussion below, payments on the Notes to a Non-U.S. Holder and gain realized on the sale, exchange, early
redemption, maturity or other taxable disposition of the Notes by a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax,
unless (1) such income is effectively connected with a trade or business conducted by such Non-U.S. Holder in the U.S., (2) in the case of gain,
such Non-U.S. Holder is a nonresident alien individual who holds the Notes as a capital asset and is present in the U.S. for 183 days or more in
the taxable year of the sale and certain other conditions are satisfied, (3) such Non-U.S. Holder fails to provide the relevant correct, complete
and executed IRS Form W-8 or (4) such Non-U.S. Holder has certain other present or former connections with the U.S.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
Interest paid on, and the proceeds received from a sale, exchange, early redemption, maturity or other taxable disposition of Notes held by a
U.S. Holder will be subject to information reporting unless the U.S. Holder is an "exempt recipient" and may also be subject to backup
withholding if the holder fails to provide certain identifying information (such as an accurate taxpayer number) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income
tax liability, provided the required information is furnished to the IRS.
Payments of principal and interest on, and proceeds from the taxable disposition of, Notes held by a Non-U.S. Holder to or through certain
brokers may be subject to a backup withholding tax on "reportable payments" unless, in general, such Non-U.S. Holder complies with certain
procedures or is an exempt recipient. Any such amounts so withheld from distributions on the Notes generally will be refunded by the IRS or
allowed as a credit against such Non-U.S. Holder's federal income tax, provided such Non-U.S. Holder makes a timely filing of an appropriate
tax return or refund claim. Reports will be made to the IRS and to holders that are not excepted from the reporting requirements.
Bot h U .S. a nd N on -U .S. H olde rs should c onsult t he ir t a x a dvisors re ga rding t he U .S. fe de ra l inc om e t a x
c onse que nc e s of a n inve st m e nt in t he N ot e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e ,
loc a l or non -U .S. t a x ing jurisdic t ion (inc luding t ha t of T D).
TD SECURITIES (USA) LLC
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Supplemental Plan of Distribution (Conflicts of Interest)
We have appointed TD Securities (USA) LLC, an affiliate of TD, as the agent for the sale of the Notes. Pursuant to the terms of a distribution
agreement, TD Securities (USA) LLC will purchase the Notes from TD at the public offering price less the underwriting discount set forth on the
cover page of this pricing supplement for distribution to other registered broker-dealers, or has offered the Notes directly to investors. TD
Securities (USA) LLC or other registered broker-dealers have generally offered the Notes at the public offering price set forth on the cover page
of this pricing supplement. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of
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their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these accounts may have been as
low as $992.50 (99.25%) per $1,000 Principal Amount of the Notes. TD Securities (USA) LLC will receive a commission of $12.70 (1.27%) per
$1,000 Principal Amount of the Notes and will use $7.50 (0.75%) of that commission to allow selling concessions to other dealers in connection
with the distribution of the Notes. 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 on the cover hereof reflect the aggregate underwriting discount at the time TD
established its hedge positions on or prior to the Pricing Date, which may have been variable and fluctuated depending on market conditions at
such times.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Underwriter may initially buy or sell the Notes in
the secondary market, if any, may, for a temporary period expected to be approximately 18 months after the Issue Date, exceed the secondary
market value of the Notes because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of
hedging our obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of
the Notes. This discretionary election and the temporary reimbursement period are determined on the basis of a number of factors, including the
tenor of the Notes and any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively
reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such
reimbursement at any time or revise the duration of the reimbursement period after the Issue Date of the Notes based on changes in market
conditions and other factors that cannot be predicted.
Conflicts of Interest . TD Securities (USA) LLC is an affiliate of TD and, as such, has a ``conflict of interest'' in this offering within the meaning of
Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121. In addition, TD will receive the net proceeds from the initial public offering of
the Notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, this offering of the Notes will be
conducted in compliance with the provisions of FINRA Rule 5121. Accordingly, neither TD Securities (USA) LLC nor any other affiliated agent of
ours is permitted to sell the Notes to an account over which it exercises discretionary authority without the prior specific written approval of the
account holder.
We may use this pricing supplement in the initial sale of the Notes. In addition, TD Securities (USA) LLC or another of our affiliates may use this
pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser
otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
Prohibit ion of Sa le s t o EEA Re t a il I nve st ors
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"). 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"); (ii) a customer within the meaning of
Directive 2002/92/EC, as amended, 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 Directive 2003/71/EC, as amended. 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 has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
TD SECURITIES (USA) LLC
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Validity of the Notes
In the opinion of Cadwalader, Wickersham & Taft LLP, as special products counsel to TD, when the Notes offered by this pricing supplement
have been executed and issued by TD and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as
contemplated herein, the Notes will be valid and binding obligations of TD, enforceable against TD in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting
creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed
by Canadian law, Cadwalader, Wickersham & Taft LLP has assumed, without independent inquiry or investigation, the validity of the matters
opined on by McCarthy Tétrault LLP, Canadian legal counsel for TD, in its opinion expressed below. In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the indenture and, with respect to the Notes, authentication
of the Notes and the genuineness of signatures and certain factual matters, all as stated in the opinion of Cadwalader, Wickersham & Taft LLP
dated May 24, 2019 which has been filed as Exhibit 5.3 to the registration statement on form F-3 filed by TD on May 24, 2019.
In the opinion of McCarthy Tétrault LLP, the issue and sale of the Notes has been duly authorized by all necessary corporate action on the part
of TD, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, the Notes will
have been validly executed and issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario, or the
laws of Canada applicable therein, will be valid obligations of TD, subject to the following limitations: (i) the enforceability of the indenture is
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subject to bankruptcy, insolvency, reorganization, arrangement, winding up, moratorium and other similar laws of general application limiting the
enforcement of creditors' rights generally; (ii) the enforceability of the indenture is subject to general equitable principles, including the fact that
the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court; (iii) courts in Canada are
precluded from giving a judgment in any currency other than the lawful money of Canada; and (iv) the enforceability of the indenture will be
subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find
any provision of the indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of
the date hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion
is subject to: (i) the assumption that the senior indenture has been duly authorized, executed and delivered by, and constitutes a valid and
legally binding obligation of, the trustee, enforceable against the trustee in accordance with its terms; and (ii) customary assumptions about the
genuineness of signatures and certain factual matters all as stated in the letter of such counsel dated May 24, 2019, which has been filed as
Exhibit 5.2 to the registration statement on form F-3 filed by TD on May 24, 2019.
TD SECURITIES (USA) LLC
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Document Outline

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