fwp
Filed Pursuant To Rule 433
Registration No. 333-167637
 
July 20, 2011
(TD LOGO)
THE TORONTO-DOMINION BANK
US$2,500,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2013
FINAL TERM SHEET
DATED JULY 20, 2011
This final term sheet supplements the information set forth under the caption “Terms of the Notes” in the Preliminary Pricing Supplement dated July 20, 2011, the caption “Description of the Notes We May Offer” in the Prospectus Supplement dated June 22, 2011 and the caption “Description of the Debt Securities” in the Short Form Base Shelf Prospectus dated July 7, 2010.
     
Issuer:
  The Toronto-Dominion Bank
 
    
Issue:
  Floating Rate Senior Medium-Term Notes, Series A, due 2013
 
    
Expected Ratings1:
  Moody’s Investors Service: Aaa / Standard & Poor’s: AA-
 
    
Principal Amount:
  US$2,500,000,000 
 
    
Issue Price:
  100.00% 
 
    
Trade Date:
  July 20, 2011 
 
    
Settlement Date (T+5)2:
  July 27, 2011 (DTC)
 
    
Maturity Date:
  July 26, 2013 
 
    
Minimum Denomination:
  US$2,000 and multiples of US$1,000 
 
    
Base Rate:
  USD LIBOR
 
    
Index Maturity:
  Three months
 
    
Spread:
  +18 basis points
 
    
Commissions:
  0.20% 
 
    
Interest Payment Dates:
  Quarterly, on January 26, April 26, July 26 and October 26 of each year, beginning October 26, 2011, short first coupon.
 
    
Interest Determination Date:
  The second London business day preceding the applicable Interest Reset Date.
 
    
 
1   A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization.
 
2   Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement.

 

 

     
Record Dates for Interest Payments:
  The fifteenth calendar day prior to the applicable Interest Payment Date.
 
Day Count Fraction:
  Actual/360 
 
    
Optional Redemption by Holders of Notes:
  None
 
    
Optional Redemption by the Issuer for Tax Reasons:
  In certain circumstances where the Issuer has or will become obligated to pay additional amounts (as described in the applicable pricing supplement), the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before maturity, after giving not less than 15 nor more than 45 calendar days’ notice to the trustee under the indenture and to the holders of the Notes, at a redemption price equal to 100% of their principal amount together with accrued interest, if any, to, but excluding, the redemption date.
 
    
Listing:
  None
 
    
Joint Book-Runners:
  TD Securities (USA) LLC Goldman, Sachs & Co.
 
    
CUSIP / ISIN:
  89114Q AD0 / US89114QAD07
The Toronto-Dominion Bank (the “Issuer”) has filed a registration statement (including a prospectus supplement and a short form base shelf prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the joint book-runners will arrange to send you the pricing supplement, when available, the prospectus supplement, and the short form base shelf prospectus if you request them by contacting TD Securities (USA) LLC at 1-800-263-5292 or Goldman, Sachs & Co. at 1-866-471-2526