Bond TD Bank 0% ( US89114QFG82 ) in USD

Issuer TD Bank
Market price 100 %  ⇌ 
Country  Canada
ISIN code  US89114QFG82 ( in USD )
Interest rate 0%
Maturity 23/12/2020 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US89114QFG82 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 60 000 USD
Cusip 89114QFG8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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 US89114QFG82, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/12/2020







424B2 1 e3311_424b2.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 1 1 7 1 8



Pricing Supplement dated December 21, 2018 to the
Product Prospectus Supplement MLN -EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank


$60,000 S&P 500® Index-Linked Capped Leveraged Buffered Notes due December 23, 2020






The Toronto -Dominion Bank ("TD" or "we") has offered the Capped Leveraged Buffered Notes (the "Notes"), linked to the performance of the S&P 500® Index (the "Reference Asset")
described below.
The Notes provide leveraged participation in the positive return of the Reference Asset if the level of the Reference Asset increases from the Initial Level to the Final Level, subject to the
Maximum Redemption Amount. Investors will receive their Principal Amount at maturity if the Final Level is below the Initial Level by up to the Buffer Percentage. If the Final Level is
below the Initial Level by more than the Buffer Percentage, investors will lose 1% of the Principal Amount of the Notes for each 1% decrease from the Initial Level to the Final Level of
more than the Buffer Percentage, and may lose some or almost all of their investment in the Notes. Any payments on the Notes are subject to our credit risk.
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. The Notes will not be listed or displayed on any securities
exchange or electronic communications network.
T he Pa ym e nt a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Pe rc e nt a ge Cha nge is gre a t e r t ha n ze ro. T he N ot e s do not gua ra nt e e t he
re t urn of t he Princ ipa l Am ount a nd inve st ors m a y lose som e or a lm ost a ll of t he ir inve st m e nt in t he N ot e s. Any pa ym e nt s on t he N ot e s a re subje c t t o our
c re dit risk .
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing 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 -6 of t his
pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-5 of t he produc t prospe c t us supple m e nt M LN -EI -1 da t e d J une
3 0 , 2 0 1 6 (t he "produc t prospe c t us supple m e nt " a nd "Risk Fa c t ors" on pa ge 1 of t he prospe c t us da t e d J une 3 0 , 2 0 1 6 (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 produc t 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 December 28, 2018, against payment in immediately available funds.
T his pric ing supple m e nt re la t e s t o t he N ot e s offe ring be low .
Bloom be rg
I nit ia l
Le ve ra ge
Buffe r
Ca p Le ve l/
Re fe re nc e Asse t
Buffe r Le ve l
CU SI P/I SI N
T ic k e r
Le ve l
Fa c t or
Pe rc e nt a ge
M a x im um Re de m pt ion Am ount
2,174.922, which is 90% of
2,658.238, which is 110% of the Initial Level /
89114QFG8 /
S&P 500® Index ("SPX")
SPX
2,416.58
200%
10%
the Initial Level
$1,200.00
US89114QFG82

Public Offe ring Pric e
U nde rw rit ing Disc ount 1
Proc e e ds t o T D
Total
Per Note
Total
Per Note
Total
Per Note
$60,000.00
$1,000.00
$900.00
$15.00
$59,100.00
$985.00
The estimated value of the Notes at the time the terms of your Notes were set on the Pricing Date, based on our internal pricing models, was $960.80, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P -7 and "Additional Information Regarding the Estimated Value of the Notes" on page P -41 of this pricing supplement.
The estimated value is less than the public offering price of the Notes.
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes after the date of this pricing
supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or negative) on your
investment in the Notes will depend in part on the public offering price you pay for such Notes.





1 TD Securities (USA) LLC ("TDS") has agreed to purchase the Notes from TD at the public offering price less an underwriting discount of $15.00 (1.50%) per Note and will use all of that commission to allow selling
concessions to other registered broker-dealers in connection with the distribution of the Notes, or has offered the Notes directly to investors. The underwriting discount represents the selling concessions for 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. TD has agreed to reimburse TDS for certain expenses in
connection with its role in the offer and sale of the Notes, and TD has agreed to pay TDS a fee in connection with its role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of
Interest)" on page P-40 of this pricing supplement.


T D SECU RI T I ES (U SA) LLC
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File d Pursua nt t o Rule 4 2 4 (b)(2 )
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Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 1 1 7 1 8


Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Capped Leveraged Buffered Notes
T e rm :
Approximately 2 years
Re fe re nc e Asse t &
S&P 500® Index
CU SI P/I SI N :
Age nt :
TDS
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
Pric ing Da t e :
December 21, 2018
I ssue Da t e :
December 28, 2018, which is three Business Days following the Pricing Date.
V a lua t ion Da t e :
December 21, 2020, subject to postponement for market and other disruptions, as described under
"General Terms of the Notes--Market Disruption Events" in the product prospectus supplement.

If the Valuation Date is not a Trading Day, the Valuation Date will be the next following Trading Day. A
disruption event or other postponement for a particular Note offering will not be a disruption event for
any other Note offering.
M a t urit y Da t e :
December 23, 2020, subject to postponement for market and other disruptions, as described under
"General Terms of the Notes--Market Disruption Events" in the product prospectus supplement.

If the Maturity Date is not a Business Day, the Maturity Date will be the next following Business Day. A
disruption event or other postponement for a particular Note offering will not be a disruption event for
any other Note offering.
Pa ym e nt a t M a t urit y:
If, on the Valuation Date, the Percentage Change is posit ive , then the investor will receive an amount
per $1,000 Principal Amount of the Notes equal to the lesser of:
(i) Principal Amount + (Principal Amount x Percentage Change x Leverage Factor); and
(ii) The Maximum Redemption Amount
If, on the Valuation Date, the Percentage Change is le ss t ha n or e qua l t o 0 % , but not by m ore
t ha n t he Buffe r Pe rc e nt a ge (that is, the Percentage Change is between 0% and -10%), then the
investor will receive only $1,000 per $1,000 Principal Amount of the Notes.
If, on the Valuation Date, the Percentage Change is ne ga t ive by m ore t ha n the Buffer Percentage
(that is, the Percentage Change is between -10% and -100%), then the investor will receive less than
$1,000 per $1,000 Principal Amount of the Notes, calculated using the following formula:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
I f t he Fina l Le ve l is le ss t ha n Buffe r Le ve l, t he inve st or w ill re c e ive le ss t ha n t he
Princ ipa l Am ount of t he N ot e s a t m a t urit y a nd m a y lose a subst a nt ia l port ion of
t he ir inve st m e nt .
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All amounts used in or resulting from any calculation relating to the Notes, including the Payment at
Maturity, will be rounded upward or downward as appropriate, to the nearest cent.
Pe rc e nt a ge Cha nge :
The Percentage Change is the quotient, expressed as a percentage, of the following formula:
Final Level ­ Initial Level
Initial Level

T D SECU RI T I ES (U SA) LLC
P-2


I nit ia l Le ve l, Le ve ra ge Fa c t or,
Buffe r Le ve l
Le ve ra ge
I nit ia l Le ve l (1)
Buffe r

Buffe r Pe rc e nt a ge a nd Buffe r
Pe rc e nt a ge
Fa c t or
Le ve l:

2,416.58
10%
2,174.922 (90% of the Initial
200%

Level)
(1) The Initial Level is the Closing Level of the Reference Asset on the Pricing Date, as determined by the
Calculation Agent.
Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date.
Closing Le ve l of t he Re fe re nc e The Closing Level will be the official closing level of the Reference Asset (as defined in the product
Asse t :
prospectus supplement) as published by its sponsor (its "Index Sponsor") or any successor index on any
Trading Day for the Reference Asset.
M onit oring Pe riod:
Valuation Date Monitoring
Ca p Pric e & M a x im um
Ca p Le ve l
M a x im um Re de m pt ion Am ount

Re de m pt ion Am ount :
(pe r Se c urit y)

2,658.238 (110.00% of the Initial
$1,200.00

Level)
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 which banking institutions are authorized or required by law to close in New York City or
Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S. federal
income tax purposes, as prepaid derivative contracts with respect to the Reference Asset. Based on
certain factual representations received from us, our special U.S. tax counsel, is of the opinion that it
would reasonable to treat the Notes in the manner described below. However, because there is no
authority that specifically addresses the tax treatment of the Notes, it is possible that your Notes could
alternatively be treated for tax purposes as a single contingent payment debt instrument or pursuant to
some other characterization, and the timing and character of your income from the Notes could differ
materially and adversely from the treatment described above, as discussed further herein under
"Supplemental Discussion of U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental
Discussion of Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the
prospectus).
Ca na dia n Ba il -in:
The Notes are not bail-inable notes under the Canada Deposit Insurance Corporation Act.
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T D SECU RI T I ES (U SA) LLC
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Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-EI-1,
relating to our Senior Debt Securities, Series E, of which the Note offering is a part. Capitalized terms used but not defined in this pricing
supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict the following hierarchy will
govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The Notes vary from the terms
described in the product 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 four separate Note offerings 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" beginning on page P-7 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" of the product prospectus supplement and "Risk Factors" on page 1 of 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 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Product Prospectus Supplement MLN-EI-1 dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216015847/e70323_424b2.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. Alternatively, The Toronto-Dominion Bank, any Agent or any dealer participating in this offering
will arrange to send you the product prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
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.


T D SECU RI T I ES (U SA) LLC
P-4

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, unless otherwise specified. For additional information as to these risks, please see "Additional Risk Factors Specific to
the Notes" in the product prospectus supplement and "Risk Factors" on page 1 in the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective 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.
Princ ipa l a t Risk .
Investors in the Notes could lose some or almost all of their Principal Amount if there is a decline in the level of the Reference Asset.
Specifically, you will lose 1% of the Principal Amount of your Notes for each 1% that the Final Level is less than the Initial Level by more than
the Buffer Percentage and you could lose almost all of your investment.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Low e r t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of
Com pa ra ble M a t urit y.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a
comparable maturity. The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other
investments. Even if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest
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bearing debt security of TD.
Y our Re t urn Will Be Lim it e d By T he M a x im um Re de m pt ion Am ount And M a y Be Low e r T ha n T he Re t urn On A
H ypot he t ic a l Dire c t I nve st m e nt I n T he Re fe re nc e Asse t .
The opportunity to participate in the possible increases in the level of the Reference Asset through an investment in the Notes will be limited
because the Payment at Maturity will not exceed the Maximum Redemption Amount. Furthermore, the effect of the Leverage Factor will not be
taken into account for any Final Level of the Reference Asset exceeding the Cap Level, regardless of how much the Reference Asset
appreciates. Accordingly, your return on the Notes may be less than your return would be if you made an investment in a note directly linked to
the performance of the Reference Asset or made a hypothetical investment in the Reference Asset, or the stocks comprising the Reference
Asset (the "Reference Asset Constituents").
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's 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.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes on 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 Age nt Disc ount , if a ny, 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, any 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 any 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.
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 electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
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 Principal Amount irrespective of the
level of the Reference Asset, and as a result, you may suffer substantial losses.
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not result
in a comparable change in the market value of your Notes. Even if the level of the Reference Asset increases above the Initial Level during the
life of the Notes, the market value of your Notes may not increase by the same amount and could decline.

T D SECU RI T I ES (U SA) LLC
P-5

T he Pa ym e nt a t M a t urit y I s N ot Link e d t o t he Closing Le ve l of t he Re fe re nc e Asse t a t Any T im e Ot he r t ha n t he
V a lua t ion Da t e .
The Final Level will be based on the closing level of the Reference Asset on the Valuation Date. Therefore, if the closing level of the Reference
Asset dropped precipitously on the Valuation Date, the Payment at Maturity for your Notes may be significantly less than it would have been had
the Payment at Maturity been linked to the closing level of the Reference Asset prior to such drop. Although the actual closing level of the
Reference Asset on the Maturity Date or at other times during the life of your Notes may be higher than its closing level on the Valuation Date,
you will not benefit from the closing level of the Reference Asset at any time other than the Valuation Date.
We M a y Se ll a n Addit iona l Aggre ga t e Princ ipa l Am ount of t he N ot e s a t a Diffe re nt Public Offe ring Pric e .
At our sole option, we may decide to sell an additional aggregate principal amount of the Notes subsequent to the date of the final pricing
supplement. The public offering price of the Notes in the subsequent sale may differ substantially (higher or lower) from the original public
offering price you paid as provided on the cover of the final pricing supplement.
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I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Princ ipa l Am ount , t he Re t urn on Y our I nve st m e nt Will Be Low e r T ha n
t he Re t urn on N ot e s Purc ha se d a t Princ ipa l Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will be
N e ga t ive ly Affe c t e d.
The Payment at Maturity will not be adjusted based on the public offering price you pay for the Notes. If you purchase Notes at a price that
differs from the Principal Amount of the Notes, then the return on your investment in such Notes held to the Maturity Date will differ from, and
may be substantially less than, the return on Notes purchased at principal amount. If you purchase your Notes at a premium to Principal Amount
and hold them to the Maturity Date, the return on your investment in the Notes will be lower than it would have been had you purchased the
Notes at Principal Amount or a discount to Principal Amount. In addition, the impact of the Buffer Level and the Cap Level on the return on your
investment will depend upon the price you pay for your Notes relative to Principal Amount. For example, if you purchase your Notes at a
premium to Principal Amount, the Cap Level will only permit a lower positive return on your investment in the Notes than would have been the
case for Notes purchased at Principal Amount or a discount to Principal Amount. Similarly, the Buffer Level, while still providing some protection
for the return on the Notes, will allow a greater percentage decrease in your investment in the Notes than would have been the case for Notes
purchased at Principal Amount or a discount to Principal Amount.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk or it s Affilia t e s 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.
We, the Agent and our respective affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other
derivative instruments with returns linked or related to changes in the level of the Reference Asset or one or more Reference Asset
Constituents, and we may adjust these hedges by, among other things, purchasing or selling securities, futures, options or other derivative
instruments at any time. It is possible that we or one or more of our affiliates could receive substantial returns from these hedging activities while
the market value of the Notes declines. We and/or one or more of our affiliates may also issue or underwrite other securities or financial or
derivative instruments with returns linked or related to changes in the performance of the Reference Asset or one or more Reference Asset
Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and/or our affiliates will have in
our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers'
accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our respective affiliates may, at present or in the future, engage in business with one or more Issuers of the Reference Asset
Constituents (each, a "Reference Asset Constituent Issuer"), including making loans to or providing advisory services to those companies. These
services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict
between our, the Agent's and our affiliates' obligations, and your interests as a holder of the Notes. Moreover, we, the Agent or our affiliates may
have published, and in the future expect to publish, research reports with respect to the Reference Asset, one or more Reference Asset
Constituents or one or more Reference Asset Constituent Issuers. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of
our affiliates or the Agents or their affiliates may affect the level of the Reference Asset or one or more Reference Asset Constituents and,
therefore, the market value of the Notes and the Payment at Maturity.
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Low e r T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is lower than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional fixed-rate
debt securities and the borrowing rate we would pay for its conventional fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit

T D SECU RI T I ES (U SA) LLC
P-6

spreads for our conventional fixed-rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities
were to be used, we would expect the economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic
terms are held constant, the use of an internal funding rate for the Notes is expected to increase the estimated value of the Notes at any
time.
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T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models. Our pricing models take into account a number of variables,
such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are not evaluated or
verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial
institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other
financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your
Notes may be materially lower than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Low e r T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date
could result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h T he Age nt 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 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 Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as discussed further
under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy or sell the Notes
in the secondary market may not be indicative of future prices of your Notes.
T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors.
When we refer to the market value of your Notes, we mean the value that you could receive for your Notes if you chose to sell them in the open
market before the Maturity Date. A number of factors, many of which are beyond our control, will influence the market value of your Notes,
including:
·
the level of the Reference Asset;
·
the volatility ­ i.e., the frequency and magnitude of changes ­ in the level of the Reference Asset;
·
the dividend rates, if applicable, of the Reference Asset Constituents ;
·
economic, financial, regulatory and political, military or other events that may affect the prices of any of the Reference Asset
Constituents and thus the level of the Reference Asset;
·
the correlation among the Reference Asset Constituents;
·
interest rate and yield rates in the market;
·
the time remaining until maturity;
·
any fluctuations in the exchange rate between currencies in which the Reference Asset Constituents are quoted and traded and the
U.S. dollar; and
·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or
changes in other credit measures.

T D SECU RI T I ES (U SA) LLC
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These factors will influence the price you will receive if you sell your Notes before maturity, including the price you may receive for your Notes in
any market-making transaction. If you sell your Notes prior to maturity, you may receive less than the Principal Amount of your Notes.
The future levels of the Reference Asset cannot be predicted. The actual change in the level of the Reference Asset over the life of the Notes,
as well as the Payment at Maturity, may bear little or no relation to the hypothetical historical closing levels of the Reference Asset or to the
hypothetical examples shown elsewhere in this pricing supplement.
We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions t a k e n by t he I nde x
Sponsor.
The Index Sponsor is not an affiliate of ours and will not be involved in the Notes offering in any way. Consequently, we have no control over the
actions of the Index Sponsor, including any actions of the type that would require the Calculation Agent to adjust any amounts payable on the
Notes. The Index Sponsor has no obligation of any sort with respect to the Notes. Thus, the Index Sponsor has no obligation to take your
interests into consideration for any reason, including in taking any actions that might affect the value of the Notes. None of our proceeds from
the issuance of the Notes will be delivered to the Index Sponsor.
M a rk e t Disrupt ion Eve nt s a nd Adjust m e nt s.
The Valuation Date, and therefore the Maturity Date, are subject to postponement as described in the product prospectus supplement due to the
occurrence of one or more market disruption events. For a description of what constitutes a market disruption event as well as the
consequences of that market disruption event, see "General Terms of the Notes--Market Disruption Events" in the product prospectus
supplement. A market disruption event for a particular Note offering will not constitute a market disruption event for any other Note offering.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment on the Notes. We will serve as the Calculation Agent and
may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when
performing its functions and may take into consideration our ability to unwind any related hedges. Since this discretion by the Calculation Agent
may affect payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the
Calculation Agent may have to determine whether a market disruption event affecting the Reference Asset has occurred. This determination
may, in turn, depend on the Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our
affiliates to unwind our hedge positions. Since this determination by the Calculation Agent will affect the payment on the Notes, the Calculation
Agent may have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role,
see "General Terms of the Notes -- Role of Calculation Agent" in the product prospectus supplement.
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 Are U nc e rt a in.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation and should
read carefully the section entitled "Supplemental Discussion of U.S. Federal Income Tax Consequences" herein.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the
product prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences".
If you are not a Non-resident Holder (as that term is defined 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.
T he Re fe re nc e Asse t Re fle c t s Pric e Re t urn, not T ot a l Re t urn.
The return on your Notes is based on the performance of the Reference Asset, which reflects the changes in the market prices of any Reference
Asset Constituents. It is not, however, linked to a "total return" index or strategy, which, in addition to reflecting those price returns, would also
reflect dividends paid on the Reference Asset Constituents. The return on your Notes will not include such a total return feature or dividend
component.


T D SECU RI T I ES (U SA) LLC
P-8

Hypothetical Returns
The examples and graph set out below are included for illustration purposes only and are hypothetical examples only: amounts below may have
been rounded for ease of analysis. The hypot he t ic a l Percentage Changes of the Reference Asset used to illustrate the calculation of the
Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of the Initial Level, the Final Level or the level of the
Reference Asset on any trading day prior to the Maturity Date. All examples assume a Buffer Percentage of 10% (the Buffer Level is 90% of the
Initial Level), a Leverage Factor of 200%, a Maximum Redemption Amount of $1,200.00, that a holder purchased Notes with an aggregate
Principal Amount of $1,000 and that no market disruption event occurs on the Valuation Date. The actual terms of the Notes are indicated on
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the cover hereof.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive.

Percentage Change:
2.00%

Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x 2.00% x 200.00%) or (ii) Maximum Redemption
Amount
= the lesser of (i) $1,000.00 + ($1,000.00 x 2.00% x 200.00%) = $1,000.00 + $40.00 =
$1,040.00 or (ii) $1,200.00.
= $1,040.00

On a $1,000.00 investment, a 2.00% Percentage Change results in a Payment at Maturity of $1,040.00, a 4.00% return on
the Notes.

Example 2--
Calculation of the Payment at Maturity where the Percentage Change is positive (and the Payment at Maturity is subject to
the Maximum Redemption Amount).

Percentage Change:
25.00%

Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x 25.00% x 200.00%) or (ii) Maximum Redemption
Amount
= the lesser of (i) $1,000.00 + ($1,000.00 x 25.00% x 200.00) = $1,000.00 + $500.00 =
$1,500.00 or (ii) $1,200.00.
= $1,200.00

On a $1,000.00 investment, a 25.00% Percentage Change results in a Payment at Maturity equal to the Maximum
Redemption Amount of $1,200.00, a 20.00% return on the Notes.

Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Buffer
Percentage).

Percentage Change:
-8.00%

Payment at Maturity:
At maturity, if the Percentage Change is negative BUT not by more than the Buffer
Percentage, then the Payment at Maturity will equal the Principal Amount.

On a $1,000.00 investment, a -8.00% Percentage Change results in a Payment at Maturity of $1,000.00,
a 0.00% return on the Notes.

Example 4--
Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Buffer Percentage).


Percentage Change:
-35.00%

Payment at Maturity:
$1,000.00 + [$1,000.00 x (-35.00% + 10.00%)] = $1,000.00 - $250.00 = $750.00

On a $1,000.00 investment, a -35.00% Percentage Change results in a Payment at Maturity of $750.00, a
-25.00% return on the Notes.

T D SECU RI T I ES (U SA) LLC
P-9


The following table shows the return profile for the Notes at the Maturity Date, assuming that the investor purchased the Notes on the Issue Date
at the public offering price and held the Notes until the Maturity Date. The returns and losses illustrated in the following table are not estimates
or forecasts of the Percentage Change or the return or loss on the Notes. Neither TD nor either Agent is predicting or guaranteeing any gain or
particular return on the Notes.

H ypot he t ic a l Pe rc e nt a ge
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l Re t urn on
Cha nge
a t M a t urit y ($ )
N ot e s (% )
50.00%
$1,200.00
20.00%
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40.00%
$1,200.00
20.00%
30.00%
$1,200.00
20.00%
20.00%
$1,200.00
20.00%
15.00%
$1,200.00
20.00%
10.00%
$1,200.00
20.00%
5.00%
$1,100.00
10.00%
3.00%
$1,060.00
6.00%
2.00%
$1,040.00
4.00%
1.00%
$1,020.00
2.00%
0.00%
$1,000.00
0.00%
-2.00%
$1,000.00
0.00%
-5.00%
$1,000.00
0.00%
-7.00%
$1,000.00
0.00%
-10.00%
$1,000.00
0.00%
-20.00%
$900.00
-10.00%
-30.00%
$800.00
-20.00%
-40.00%
$700.00
-30.00%
-50.00%
$600.00
-40.00%
-75.00%
$350.00
-65.00%
-100.00%
$100.00
-90.00%

T D SECU RI T I ES (U SA) LLC
P-10

Information Regarding the Reference Asset
All disclosures contained in this document regarding the Reference Asset, including, without limitation, its make-up, methods of calculation, and
changes in any Reference Asset components, have been derived from publicly available sources. The information reflects the policies of, and is
subject to change by, the Index Sponsor. The Index Sponsor, which owns the copyright and all other rights to the Reference Asset, has no
obligation to continue to publish, and may discontinue publication of, the Reference Asset. Neither the website referenced in the Reference
Asset description below nor any materials included in those websites are incorporated by reference into this document.
The graph below sets forth the information relating to historical performance of the Reference Asset based on the daily historical Closing Levels
of the Reference Asset for the period specified. We obtained the information regarding the historical performance of the Reference Asset in the
graph below from Bloomberg Professional® Service ("Bloomberg").
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the
Reference Asset should not be taken as an indication of its future performance, and no assurance can be given as to the Final Level of the
Reference Asset. We cannot give you assurance that the performance of the Reference Asset will result in any positive return on your initial
investment.
S& P 5 0 0 ® I nde x
The SPX includes a representative sample of 500 companies in leading industries of the U.S. economy. The 500 companies are not the
500 largest companies listed on the NYSE and not all 500 companies are listed on the NYSE. The Index Sponsor with respect to SPX, S&P
Dow Jones Indices LLC, chooses companies for inclusion in the SPX with an aim of achieving a distribution by broad industry groupings that
approximates the distribution of these groupings in the common stock population of the U.S. equity market. Although the SPX contains 500
constituent companies, at any one time it may contain greater than 500 constituent trading lines since some companies included in the SPX
prior to July 31, 2017 may be represented by multiple share class lines in the SPX. The SPX is calculated, maintained and published by the
Index Sponsor and is part of the S&P Dow Jones Indices family of indices. Additional information is available on the following websites:
us.spindices.com/indices/equity/sp-500 and spdji.com/. We are not incorporating by reference the websites or any material they include in this
document.
The Index Sponsor intends for the SPX to provide a performance benchmark for the large-cap U.S. equity markets. Constituent changes
are made on an as-needed basis and there is no schedule for constituent reviews. Constituent changes are generally announced one to five
business days prior to the change. Relevant criteria for additions to the SPX that are employed by the Index Sponsor include: the company
proposed for addition should have an unadjusted company market capitalization of $6.1 billion or more (for spin-offs, eligibility is determined
using when-issued prices, if available); using composite pricing and volume, the ratio of annual dollar value traded in the proposed constituent to
float-adjusted market capitalization of that company should be 1.00 or greater and the stock should trade a minimum of 250,000 shares in each
of the six months leading up to the evaluation date; the company must be a U.S. company (characterized as a Form 10-K filer with its U.S.
portion of fixed assets and revenues constituting a plurality of the total and with a primary listing of the common stock on the NYSE, NYSE Arca,
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