Obligation TD Bank 2.05% ( US89114R2T29 ) en USD

TD Bank

100 % ▲

Canada

US89114R2T29 ( en USD )

2.05% par an ( paiement semestriel )

09/10/2020 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114R2T29 en USD 2.05%, échue

1 000 USD

242 983 000 USD

89114R2T2

N/A

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

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114R2T29, paye un coupon de 2.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/10/2020

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424B2 1 form424b2.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-231751

Pricing Supplement dated October 2, 2019 to the
Prospectus Supplement dated June 18, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$242,983,000
Cal able Fixed Rate Notes
Due October 9, 2020
The Toronto-Dominion Bank ("TD" or "we") has offered the Cal able Fixed Rate Notes due October 9, 2020 (the "Notes") described below.
CUSIP / ISIN: 89114R2T2 / US89114R2T29
The Notes wil accrue interest at a fixed rate of 2.05% per annum.
TD wil pay interest on the Notes quarterly on the 9th calendar day of each January, April, July and October (each an "Interest Payment Date"),
commencing on January 9, 2020 and ending on the Maturity Date.
TD may, at its option, elect to redeem the Notes in whole, but not in part, upon five Business Days' prior written notice on either April 9, 2020 or
July 9, 2020 (each, an "Optional Cal 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 wil 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" beginning on page P-5 of this pricing supplement,
"Risk Factors" beginning on page S-4 of the prospectus supplement dated June 18, 2019 (the "prospectus supplement") and "Risk
Factors" beginning on page 1 of the prospectus dated June 18, 2019 (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 wil deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on October 9, 2019, against payment in
immediately available funds.

Public Offering Price
Underwriting Discount1
Proceeds to TD
Per Security
$1,000.000
$0.8122
$999.1882
Total
$242,983,000.00
$197,279.402
$242,785,720.602
1 TD Securities (USA) LLC wil receive a commission of up to $1.00 (0.10%) per $1,000 Principal Amount of the Notes and wil use al or a portion of that
commission to al ow sel ing 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 al of their sel ing concessions. The total "Underwriting Discount" and "Proceeds to TD"
specified above reflect the aggregate underwriting discounts per Note at the time TD established its hedge positions on or prior to the Pricing Date, which
were variable and fluctuated depending on market conditions at such times. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-8 of
this pricing supplement.
2 Rounded to the nearest tenth of a cent and the nearest cent, respectively.
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Callable Fixed Rate Notes
Due October 9, 2020
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, Series E
Type of Note:
Callable Fixed Rate Notes
CUSIP / ISIN:
89114R2T2 / US89114R2T29
Underwriter:
TD Securities (USA) LLC
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:
October 2, 2019
Issue Date:
October 9, 2019. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
Maturity Date:
October 9, 2020, subject to redemption by TD prior to the Maturity Date as set forth below under
"Redemption".
Payment at Maturity
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.
Interest Rate:
2.05% per annum, payable quarterly in arrears (equal payments)
Day Count Fraction:
30/360
For the avoidance of doubt, each month is deemed to have 30 days and the year is deemed to have 360
days. Therefore, each quarterly interest period is deemed to have 90 days and the year is deemed to have
360 days, resulting in equal interest payments.
Interest
Payment Quarterly, on the 9th calendar day of each January, April, July, and October, commencing on January 9,
Dates:
2020 and ending on the Maturity Date. 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.
Redemption:
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.
Optional Call Dates:
April 9, 2020 and July 9, 2020, provided that if such day 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.
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.
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U.S. Tax Treatment:
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".
Canadian
Tax Please see the discussion under the caption "Tax Consequences--Canadian Taxation" in the prospectus,
Treatment:
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 DTC Global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as
Settlement:
described under "Description of the Debt Securities--Forms of the Debt Securities" and "Ownership, 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.
Canadian Bail-in
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit
Powers:
Insurance Corporation Act.
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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, Series E, 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.
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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.
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.
The Notes Are Subject to Early Redemption at TD's Option.
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.
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 the Underwriter 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 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.
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 "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.
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Material 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;
·
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. Federal Income Tax Treatment of the Notes
The Notes should be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that the
Notes are treated as indebtedness for U.S. federal income tax purposes. We intend to treat the Notes as having a term of one year or
less, so Interest Payments would be subject to the general rules governing interest payments on short-term notes and would be required
to be accrued by accrual-basis taxpayers (and cash-basis taxpayers who elect to accrue interest currently) on either the straight-line
method or, if elected, the constant yield method, compounded daily. Cash-basis taxpayers who do not elect to accrue interest currently
would include interest in income upon receipt of such interest. 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.
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP,
is of the opinion that your Notes should be treated as described above. However, the U.S. federal income tax treatment of the
Notes is uncertain. We do not plan to request a ruling from the U.S. Internal Revenue Service (the "IRS") regarding the tax
treatment of the Notes, and the IRS or a court may not agree with the tax treatment described in this pricing supplement. We
urge you to consult your tax advisor as to the tax consequences of your investment in the Notes.
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Sale, Exchange, Early Redemption or Maturity of the Notes
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. The deductibility of a capital loss realized on the taxable
disposition of a Note is subject to limitations.
Medicare Tax on Net Investment Income
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.
Specified Foreign Financial Assets
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.
Tax Treatment of Non-U.S. Holders
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.
Backup Withholding and Information Reporting
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.
Both U.S. and Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences of an
investment in the Notes, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction (including that of TD).
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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 offered the Notes at the public offering
price set forth on the cover page of this pricing supplement. TD Securities (USA) LLC will receive a commission of up to $1.00 (0.10%)
per $1,000 Principal Amount of the Notes and will use all or a portion 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 of this pricing supplement reflect the
aggregate underwriting discount at the time TD established its hedge positions on or prior to the Pricing Date, which were variable and
fluctuated depending on market conditions at such times.
We expect to deliver the Notes against payment on October 9, 2019, which is the fifth business day 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 five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement of the
secondary market trade.
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 12 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.
Prohibition of Sales to EEA Retail Investors
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.
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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 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 F3 filed by TD on May 24, 2019.
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