Obligation TD Bank 2.65% ( US89114QCA40 ) en USD

TD Bank

100 % ▲

Canada

US89114QCA40 ( en USD )

2.65% par an ( paiement semestriel )

12/06/2024 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114QCA40 en USD 2.65%, échue

2 000 USD

1 500 000 000 USD

89114QCA4

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

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 US89114QCA40, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/06/2024

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114QCA40, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114QCA40, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-211718

Pricing Supplement to the Prospectus Supplement dated September 24, 2018 and the
Prospectus dated June 30, 2016

The Toronto-Dominion Bank
US$1,500,000,000 2.650% Senior Medium-Term Notes, Series C, Due 2024

We will pay interest on the 2.650% Senior Medium-Term Notes, Series C, due 2024 (the "Notes"), semi-annually on June 12 and December 12 of
each year. We will make the first interest payment on the Notes on December 12, 2019. The Notes will mature on June 12, 2024. The Notes will be
our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. We
will issue the Notes in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess of US$2,000.
The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) 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 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.
Other than as set forth under "Terms of the Notes -- Redemption for Tax Reasons," we may not redeem the Notes prior to their maturity.
The Notes will not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-4 of the prospectus supplement dated
September 24, 2018 and page 1 of the accompanying prospectus dated June 30, 2016.

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.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Notes or determined that this pricing supplement or the accompanying prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Notes

Per Note
Total

Price to the public(1)

99.986%
US$1,499,790,000
Underwriting commissions

0.350%
US$
5,250,000
Proceeds to The Toronto-Dominion Bank

99.636%
US$1,494,540,000
(1) The price to the public also will include interest accrued on the Notes after June 12, 2019, if any.
This pricing supplement may be used by certain of our affiliates in connection with offers and sales of the Notes in market-making transactions.
TD Securities (USA) LLC is our affiliate. See "Underwriting (Conflicts of Interest)" in this pricing supplement.
We expect to deliver the Notes in book-entry only form through the facilities of The Depository Trust Company (including through its indirect
participants Euroclear, Clearstream and CDS) on or about June 12, 2019, against payment in immediately available funds.
Joint Book-Running Managers
TD Securities

Goldman Sachs & Co. LLC

J.P. Morgan

Morgan Stanley
Co-Managers
DBS Bank Ltd.

ING

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Santander

SOCIETE GENERALE

Standard Chartered Bank
Pricing Supplement dated June 5, 2019
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We are responsible for the information contained or incorporated by reference in this pricing supplement, the
accompanying prospectus supplement, the accompanying prospectus, and in any free writing prospectus we may authorize to
be delivered to you. We have not, and the agents have not, authorized anyone to give you any other information, and take no
responsibility for any other information that others may give you. We are not, and the agents are not, making an offer to sell
the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in
this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus, the documents incorporated
by reference or any free writing prospectus we may authorize to be delivered to you is accurate as of any date other than the
dates thereon. Our business, financial condition, results of operations and prospects may have changed since those dates.

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WHERE YOU CAN FIND MORE INFORMATION
You should read this pricing supplement together with the prospectus supplement dated September 24, 2018 (the "prospectus
supplement") and the prospectus dated June 30, 2016 (the "base prospectus") and the documents incorporated by reference therein
(collectively, the "prospectus"), which together contain the terms of the Notes and supersede all prior or contemporaneous oral
statements as well as any other written materials. You should carefully consider, among other things, the matters set forth in "Risk
Factors" in the prospectus supplement and the base prospectus and the other information included and incorporated by reference in this
pricing supplement and the accompanying prospectus supplement and prospectus. 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 such address has changed, by reviewing
our filings for the relevant date on the SEC website):

· Prospectus Supplement dated September 24, 2018:

https://www.sec.gov/Archives/edgar/data/947263/000119312518281161/d605373d424b3.htm

· Prospectus dated June 30, 2016:

http://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm
In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are
subject to the information reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports and other information with the SEC. Under the multijurisdictional disclosure system
adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of
Canada, which requirements are different from those of the United States. Our SEC filings are available to the public at the SEC's
website at www.sec.gov. Our common shares are listed on the NYSE, and reports and other information concerning us can be inspected
at the offices of the NYSE, 11 Wall Street, New York, New York 10005. Information about us can be located at our website at
www.td.com. All Internet references in this pricing supplement and the accompanying prospectus supplement and prospectus are
inactive textual references and we do not incorporate website contents into this pricing supplement and the accompanying prospectus
supplement and prospectus.
Our Central Index Key, or CIK, on the SEC website is 947263.

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DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows the Bank to "incorporate by reference" the information we file with it, which means we can disclose important
information to you by referring you to those documents. Copies of the documents incorporated herein by reference may be obtained
upon written or oral request without charge from the Corporate Secretary of The Toronto-Dominion Bank, TD Bank Tower, Toronto-
Dominion Centre, Toronto, Ontario, M5K 1A2, Canada (telephone: (416) 308-6963). The documents incorporated by reference are
available at www.sec.gov.
We incorporate by reference:

· our Annual Report on Form 40-F for the fiscal year ended October 31, 2018, the report dated November 28, 2018 to the
shareholders and Directors of The Toronto-Dominion Bank on the Consolidated Balance Sheet of the Bank as at October 31,
2018 and 2017 and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for

each of the years in the three year period ended October 31, 2018, and the report dated November 28, 2018 to the
shareholders and Directors of The Toronto-Dominion Bank on the effectiveness of internal control over financial reporting
as of October 31, 2018; and

· our Reports on Form 6-K dated November 29, 2018, November 29, 2018 (excluding Exhibit 99.2, Exhibit 99.3, Exhibit 99.4
and Exhibit 99.5 thereto), December 11, 2018, January 17, 2019, January 17, 2019, February 27, 2019, February 28, 2019

(excluding Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto), March 11, 2019, May 23, 2019, May 23, 2019 (excluding
Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto), May 24, 2019 and May 24, 2019.
In addition, we will incorporate by reference all documents that we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this pricing supplement
and prior to the termination of any offering contemplated in this pricing supplement.
Any statement contained in this pricing supplement, the accompanying prospectus supplement and prospectus or in any other
document incorporated or deemed to be incorporated by reference will be deemed to be modified or superseded, for the purposes of
this pricing supplement, the accompanying prospectus supplement and prospectus, to the extent that a statement contained herein or in
any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference modifies or supersedes
such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include
any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this pricing supplement, the accompanying
prospectus supplement and prospectus.
All documents incorporated by reference, or to be incorporated by reference, have been filed with or furnished to, or will be filed
with or furnished to, the SEC.

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TERMS OF THE NOTES
We describe the basic features of the Notes in the sections of the base prospectus called "Description of the Debt Securities" and
the prospectus supplement called "Description of the Notes We May Offer," subject to and as modified by the provisions described
below. References in this pricing supplement to "we," "us," "our," "TD" or "the Bank" are to The Toronto-Dominion Bank.

Issuer:

The Toronto-Dominion Bank
Title of Series:

Senior Medium-Term Notes, Series C
Issue:

2.650% Senior Medium-Term Notes, Series C, due 2024
Ranking:

Senior
Aggregate Principal Amount Initially Being

Issued:

US$1,500,000,000
Currency:

U.S. Dollars
Minimum Denominations:

US$2,000 and integral multiples of US$1,000 in excess of US$2,000
Issue Date:

June 12, 2019
Maturity Date:

June 12, 2024
Interest Rate:

2.650%
Interest Payment Dates:
Semi-annually on June 12 and December 12 of each year, beginning on December

12, 2019.
Day Count Fraction:

30/360
Record Dates for Interest Payments:

The fifteenth calendar day prior to the applicable Interest Payment Date.
Redemption at Our Option:

Not applicable, other than as set forth under "-- Redemption for Tax Reasons."
Optional Redemption by Holders of Notes:

Not applicable.
Listing:

The Notes will not be listed on any securities exchange.
Clearance and Settlement:
DTC global (including through its indirect participants Euroclear, Clearstream and
CDS as described under "Description of the Debt Securities -- Book-Entry

Procedures and Settlement" in the base prospectus).
Conflicts of Interest:
TD Securities (USA) LLC is our affiliate. Accordingly, the offering of the Notes
will conform to the requirements of the Financial Industry Regulatory Authority,
Inc. ("FINRA") Rule 5121. TD Securities (USA) LLC is not permitted to sell the
Notes to an account over which it exercises discretionary authority without the

prior specific written approval of the account holder.

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Canadian Bail-in Powers:
The Notes are bail-inable notes (as defined in the accompanying prospectus
supplement) 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 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
Notes We May Offer -- Special Provisions Related to Bail-inable Notes" and
"Risk Factors -- General Risks Relating to the Notes" in the accompanying

prospectus supplement.
Agreement with Respect to the Exercise of Canadian Bail-in Powers
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (1) agree to be bound, in
respect of the Notes, by the CDIC Act, including the 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 the Bank or any of its affiliates under subsection 39.2(2.3) of the
CDIC Act and the variation or extinguishment of the 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;
(2) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and
(3) acknowledge and agree that the terms referred to in clauses (1) and (2), 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 notes to the extent those bail-
inable notes 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 Notes We May Offer -- Special Provisions Related to Bail-inable Notes" in the accompanying prospectus
supplement for a description of the provisions applicable to the Notes as a result of Canadian bail-in powers.
Additional Amounts
All payments of principal and interest and other amounts payable in respect of the Notes by us will be made without us making
any withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of
whatever nature ("Taxes"), unless the withholding or deduction of such Taxes is required or authorized by law or the administration
thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts ("Additional
Amounts") to the holder or beneficial owner of any Note as may be necessary in order that every net payment of the principal of and
interest on such Note and any other amounts payable on such Note, after any withholding or deduction for Taxes imposed or levied by
or on behalf of Canada or any political subdivision or taxing authority thereof or therein having the power to tax (each a "Taxing
Jurisdiction") (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), will not be less than the amount
such holder or beneficial owner would have received

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if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. We will not, however, be
required to make any payment of Additional Amounts to any holder or beneficial owner for or on account of:

· any Taxes that would not have been so imposed but for a present or former connection (including, without limitation,
carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction)
between such holder or beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or

possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership,
limited liability company or corporation) and a Taxing Jurisdiction, other than merely holding such Note or receiving
payments with respect to such Note;

· any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note;

· any Tax imposed by reason that such holder or beneficial owner of a Note or other person entitled to payment under the Note
does not deal at arm's length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm's

length with any person who is, a "specified shareholder" of us for purposes of the thin capitalization rules in the Income Tax
Act (Canada);

· any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a Note;

· any Tax required to be withheld by any paying agent from any payment on a Note, if such payment can be made without

such withholding by at least one other paying agent;

· any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a Note to comply with
certification, identification, declaration, information or other reporting requirements, if such compliance is required by a

Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a
precondition to relief or exemption from such Tax;

· any Tax which would not have been imposed but for the presentation of a Note (where presentation is required) for payment

on a date more than 30 days after (i) the date on which such payment became due and payable or (ii) the date on which
payment thereof is duly provided for, whichever occurs later;

· any withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as
amended ("FATCA"), or any successor version thereof, or any similar legislation imposed by any other governmental

authority, (ii) any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an
intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental
authority, or (iii) any agreement between us and the United States or any authority thereof implementing FATCA; or

· any combination of the items listed above;
nor shall Additional Amounts be paid with respect to any payment on a Note to a holder who is a fiduciary or partnership or any person
other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of
such partnership or such beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner held its interest in the Note directly.
Redemption for Tax Reasons
We may redeem the Notes, in whole but not in part, at our option at any time prior to maturity, upon the giving of a notice of
redemption as described below, if:
(i) as a result of any change (including any announced prospective change) in or amendment to the laws or treaties (or any rules,
regulations, rulings or administrative pronouncements thereunder) of Canada or of any

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political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application
or interpretation of such laws, treaties, rules, regulations, rulings or administrative pronouncements (including a holding by a court of
competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of this pricing supplement,
in the written opinion of our legal counsel of recognized standing, we have or will become obligated to pay, on the next succeeding
date on which interest is due, Additional Amounts (assuming, in the case of any announced prospective change, that such announced
change will become effective as of the date specified in such announcement and in the form announced); or
(ii) on or after the date of this pricing supplement any action has been taken by any taxing authority of, or any decision has been
rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including
any of those actions specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with
respect to us, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the
written opinion of our legal counsel of recognized standing, will result in our becoming obligated to pay, on the next succeeding date
on which interest is due, Additional Amounts (assuming, in the case of any announced prospective change, that such announced
change will become effective as of the date specified in such announcement and in the form announced);
and, in any such case, we in our business judgment, determine that such obligation cannot be avoided by the use of reasonable
measures available to us. For the avoidance of doubt, reasonable measures do not include a change in the terms of the Notes or a
substitution of the debtor.
Prior to the giving of any notice of redemption pursuant to the above paragraph, we will deliver to the trustee:

· a certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the

conditions precedent to our right to so redeem have occurred; and

· an opinion of counsel prepared in accordance with the terms of the indenture.
Any Notes redeemed for tax reasons will be redeemed at 100% of their principal amount together with interest accrued up to, but
excluding, the redemption date. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for
redemption, which date and the applicable redemption price will be specified in the notice.
Any such redemption of bail-inable notes will require the prior approval of the Superintendent of Financial Institutions (Canada)
if the redemption would result in TD not meeting the Total Loss Absorbing Capacity ("TLAC") requirements applicable to it pursuant
to the Office of the Superintendent of Financial Institutions guideline on TLAC.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material U.S. federal income tax consequences of owning the Notes, please see the section "Tax
Consequences -- United States Taxation" in the accompanying prospectus supplement and base prospectus.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material Canadian federal income tax consequences of owning the Notes, please see the section "Tax
Consequences -- Canadian Taxation" in the accompanying prospectus supplement.
BENEFIT PLAN INVESTOR CONSIDERATIONS
For a discussion of certain considerations in connection with owning the Notes with plan assets, please see the section "Benefit
Plan Investor Considerations" in the base prospectus.

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