fwp
Filed Pursuant to Rule 433
Registration No. 333-167637
November 3, 2011
(TD LOGO)
THE TORONTO-DOMINION BANK
US$1,250,000,000 FLOATING RATE SENIOR MEDIUM-TERM NOTES, SERIES A, DUE 2013
FINAL TERM SHEET
DATED NOVEMBER 3, 2011
This final term sheet supplements the information set forth under the caption “Terms of the Notes” in the Preliminary Pricing Supplement dated November 3, 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$1,250,000,000
 
    
Issue Price:
   100.00%
 
    
Trade Date:
   November 3, 2011
 
    
Settlement Date (T+3):
   November 8, 2011 (DTC)
 
    
Maturity Date:
   November 1, 2013
 
    
Minimum Denomination:
   US$2,000 and multiples of US$1,000
 
    
Base Rate:
   USD LIBOR
 
    
Index Maturity:
   Three months
 
    
Spread:
   +45 basis points
 
    
Commissions:
   0.20%
 
    
Interest Payment Dates:
   Quarterly, on February 1, May 1, August 1 and November 1 of each
 
   year, beginning February 1, 2012, short first coupon.
 
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.

 

 

     
Interest Determination Date:
   The second London business day preceding the
 
   applicable Interest Reset Date.
 
    
Record Dates for Interest
   The fifteenth calendar day prior to the applicable
Payments:
   Interest Payment Date.
 
    
Day Count Fraction:
   Actual/360
 
    
Optional Redemption by Holders of Notes:
   None
 
    
Optional Redemption by the Issuer for
   In certain circumstances where the Issuer has or will become
Tax Reasons:
   obligated to pay additional amounts (as described in the
 
   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
 
    
Agent:
   TD Securities (USA) LLC
 
    
CUSIP / ISIN:
   89114Q AF5 / US89114QAF54
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 Agent 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.