Bond TD Bank 0% ( US89114QHY70 ) in USD

Issuer TD Bank
Market price 100 %  ▼ 
Country  Canada
ISIN code  US89114QHY70 ( in USD )
Interest rate 0%
Maturity 26/01/2022 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US89114QHY70 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 20 008 000 USD
Cusip 89114QHY7
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 US89114QHY70, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/01/2022







424B2 1 e3686_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 January 23, 2019 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$20,008,000
S&P 500® Index -Linked Digital Buffered Notes
Due January 26, 2022




The Toronto-Dominion Bank ("TD" or "we") has offered the Digital Buffered Notes (the "Notes") linked to the performance of the S&P 500® Index (the
"Reference Asset") described below.
The Notes provide a return of 19.49% (the "Digital Return") if the Final Level of the Reference Asset is greater than or equal to 80% of the Initial Level. If the
Final Level is below the Initial Level by more than 20%, 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 20%, and may lose up to 80% of the Principal Amount of 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 or e qua l t o
-2 0 % . 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 up t o 8 0 % 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-5 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 January 28, 2019, against payment in
immediately available funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $985.30 per Note, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P-6 and "Additional Information Regarding the Estimated Value of the Notes" on page P-21
of this pricing supplement. The estimated value is less than the public offering price of the Notes.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Note
$1,000.00
$5.00
$995.00
Total
$20,008,000.00
$100,040.00
$19,907,960.00
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 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or commissions. The public offering
price for investors purchasing the Notes in these accounts may be as low as $995.00 (99.50%) per Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $5.00 (0.50%) 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, or has offered the Notes directly to investors. The Agent may resell the Notes to other securities dealers at
the Principal Amount less a concession of $5.00 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. TD will reimburse TDS for
certain expenses in connection with its role in the offer and sale of the Notes, and TD will 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-20 of this pricing supplement.

T D SECU RI T I ES (U SA) LLC


P-1

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S& P 5 0 0 ® I nde x -Link e d Digit a l Buffe re d N ot e s
Due J a nua ry 2 6 , 2 0 2 2





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 :
Digital Buffered Notes
T e rm :
Approximately 36 months
Re fe re nc e Asse t :
S&P 500® Index (Bloomberg Ticker: SPX)
CU SI P / I SI N :
89114QHY7 / US89114QHY70
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 :
January 23, 2019
I ssue Da t e :
January 28, 2019, which is three Business Days 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 three
Business Days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the
secondary market trade.
V a lua t ion Da t e :
January 24, 2022, subject to postponement for market and other disruptions, as described in the product
prospectus supplement. If such day is not a Trading Day, the Valuation Date will be the next succeeding
Trading Day.
M a t urit y Da t e :
January 26, 2022, subject to postponement for market and other disruptions, as described in the product
prospectus supplement. If such day is not a Business Day, the Maturity Date will be the next succeeding
Business Day.
Pa ym e nt a t M a t urit y:
If, on the Valuation Date, the Percentage Change is gre a t e r t ha n or e qua l t o -2 0 % , then the investor
will receive an amount per $1,000 Principal Amount of the Notes equal to:
Principal Amount + (Principal Amount x Digital Return)
If, on the Valuation Date, the Percentage Change is ne ga t ive by m ore t ha n t he Buffe r Pe rc e nt a ge
(the Percentage Change is between -20% 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
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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 .
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
TD SECURITIES (USA) LLC


P-2


I nit ia l Le ve l:
2,638.70
Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date
Closing Le ve l of t he
The Closing Level of the Reference Asset will be the official closing level of the Reference Asset or any
Re fe re nc e Asse t
successor index (as defined in the accompanying product prospectus supplement) published by the Index
Sponsor (as defined in the accompanying product prospectus supplement) on any Trading Day for the
Reference Asset.
Digit a l Re t urn:
19.49%. Because the potential return on the Notes is limited to the Digital Return, the corresponding
maximum Payment at Maturity will be $1,194.90.
Buffe r Pe rc e nt a ge :
20%, which is equal to the amount, expressed in percentage terms, by which the Buffer Level is below the
Initial Level
Buffe r Le ve l:
2,110.96, which is 80% of the Initial Level
M onit oring Pe riod:
Final Valuation Date Monitoring
Lim it e d Eve nt s of De fa ult :
Notwithstanding anything to the contrary set forth in the prospectus, the only events of default for the Notes
are expected to be (i) principal or interest payment defaults that continue for 30 business days and (ii)
certain bankruptcy, insolvency or reorganization events. No other breach or default under our indenture or
the Notes will result in an event of default for the Notes or permit the trustee or holders to accelerate the
maturity of any debt securities ­ that is, they will not be entitled to declare the principal amount of any Notes
to be immediately due and payable. See "Additional Risk Factors -- Notwithstanding Anything to the
Contrary Set Forth in the Prospectus, the Indenture Will Provide Only Limited Acceleration and Enforcement
Rights for the Notes".
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, Cadwalader, Wickersham & Taft
LLP, is of the opinion that it would be reasonable to treat the Notes in the manner described above.
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
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).
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Ca na dia n Ba il -in:
The Notes are not bail-inable notes under the Canada Deposit Insurance Corporation Act.

TD SECURITIES (USA) LLC


P-3

Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product 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 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 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" beginning on page P-5 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" beginning on page PS-5 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 Securities and Exchange Commission (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.
TD SECURITIES (USA) 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. For additional information as to these risks, please see the product prospectus supplement and 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 up to 80% of their Principal Amount if the Final Level of the Reference Asset is less than the Buffer Level.
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.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn on t he N ot e s M a y Be Le ss 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
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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
bearing debt security of TD.
Y our Pot e nt ia l Re t urn on t he N ot e s I s Fix e d a nd Lim it e d t o t he Digit a l Re t urn a nd Y ou Will N ot Pa rt ic ipa t e in Any
Appre c ia t ion in t he Le ve l of t he Re fe re nc e Asse t .
Your potential return on the Notes is fixed and is limited to the Digital Return. You will receive the Digital Return only if the Final Level is greater
than or equal to the Buffer Level. You will not participate in any appreciation of the Reference Asset even though you will be exposed to the
downside market risk of the Reference Asset. 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.
N ot w it hst a nding Anyt hing t o t he Cont ra ry Se t Fort h in t he Prospe c t us, t he I nde nt ure Will Provide Only Lim it e d
Ac c e le ra t ion a nd Enforc e m e nt Right s for t he N ot e s.
In connection with the implementation of certain Canadian federal statutes, and notwithstanding anything to the contrary set forth in the
prospectus, the indenture under which the Notes are issued has been supplemented to provide that, for any Notes of a series issued on or after
September 23, 2018, including the Notes offered by this pricing supplement, acceleration will only be permitted if (i) we default in the payment of
the principal of, or interest on, any note of that series and, in each case, the default continues for a period of 30 business days, or (ii) certain
bankruptcy, insolvency or reorganization events occur. As a result, before you invest in the Notes, you should consider the risk that your
safeguards and your ability to effect remedies under the indenture will be limited. See "Events of Default" herein for additional information.
T he Age nt Disc ount , 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, 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.
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.
TD SECURITIES (USA) LLC


P-5

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 remains flat or increases above the Initial
Level during the term of the Notes, the market value of your Notes may not increase by the same amount and could decline.
T he Re fe re nc e Asse t is Pric e Re t urn Only a nd Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s.
As a holder of the Notes, your potential return is limited to the Digital Return and you will not participate in any appreciation of the Reference
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Asset or the Reference Asset Constituents. Additionally, you will not have voting rights or rights to receive cash dividends or other distributions
or other rights that holders of the Reference Asset Constituents would have. The Reference Asset measures price return only and is not a total
return index or strategy, meaning the Final Level will not reflect any dividends paid on the Reference Asset Constituents.
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 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.
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.
TD SECURITIES (USA) LLC


P-6

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 on the Issue Date, 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 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 .
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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.
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.
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.
S&P Dow Jones Indices, the sponsor of the S&P 500® Index, (the "Index Sponsor") is not an affiliate of ours or will be involved in any offerings
of the Notes in any way. Consequently, we have no control of any actions of the Index Sponsor, including any actions of the type that would
require the Calculation Agent to adjust the payment to you at maturity. The Index Sponsor does not have any 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 any issuance of the Notes will be delivered to the Index Sponsor, except to
the extent that we are required to pay the Index Sponsor licensing fees with respect to the Reference Asset.
T ra ding a nd Busine ss Ac t ivit ie s by T D 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 or one or more 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 the 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 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 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 or another of our affiliates may, at present or in the future, engage in business with the issuers of the Reference Asset
Constituents 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 or one or more of our affiliates' or the
Agent and their affiliates' obligations and your interests as a holder of the Notes. Moreover, we, the Agent or another of our affiliates may have
published, and in the future expect to publish, research reports with respect to the Reference Asset or the Reference Asset Constituents. 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, the Agent or another of our affiliates may affect the level of the Reference Asset
or the Reference Asset Constituents and, therefore, the market value of the Notes and the Payment at Maturity.
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 read carefully the section entitled "Supplemental Discussion
of U.S. Federal Income Tax Consequences" in the product prospectus supplement, and the section entitled "Supplemental Discussion of U.S.
Federal Income Tax Consequences" below. You should consult your tax advisor as to the tax consequences of your investment in the Notes.
TD SECURITIES (USA) LLC


P-7

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.
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TD SECURITIES (USA) 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 20% (the Buffer Level is 80% of the
Initial Level), a Digital Return of 19.49%, 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 the cover hereof.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive and less than the Digital Return.

Percentage Change:
5.00%

Payment at Maturity:
$1,000.00 + ($1,000.00 x 19.49%)
= $1,000.00 + $194.90
= $1,194.90

On a $1,000.00 investment, a 5.00% Percentage Change results in a Payment at Maturity of $1,194.90, a 19.49% return
on the Notes.
Example 2--
Calculation of the Payment at Maturity where the Percentage Change is positive and greater than the Digital Return.

Percentage Change:
25.00%

Payment at Maturity:
$1,000.00 + ($1,000.00 x 19.49%)
= $1,000.00 + $194.90
= $1,194.90

On a $1,000.00 investment, a 25.00% Percentage Change results in a Payment at Maturity of $1,194.90, a 19.49% 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:
$1,000.00 + ($1,000.00 x 19.49%)
= $1,000.00 + $194.90
= $1,194.90

On a $1,000.00 investment, a -8.00% Percentage Change results in a Payment at Maturity of $1,194.90, a 19.49% 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:
-60.00%

Payment at Maturity:
$1,000.00 + [$1,000.00 x (-60.00% + 20.00%)] = $1,000.00 - $400.00= $600.00

On a $1,000.00 investment, a -60.00% Percentage Change results in a Payment at Maturity of $600.00, a
-40.00% return on the Notes.

TD SECURITIES (USA) LLC


P-9


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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
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l Re t urn
Pe rc e nt a ge Cha nge
a t M a t urit y ($ )
on N ot e s (% )
100.00%
$1,194.90
19.49%
75.00%
$1,194.90
19.49%
50.00%
$1,194.90
19.49%
25.00%
$1,194.90
19.49%
1 9 .4 9 %
$ 1 ,1 9 4 .9 0
1 9 .4 9 %
15.00%
$1,194.90
19.49%
10.00%
$1,194.90
19.49%
5.00%
$1,194.90
19.49%
2.00%
$1,194.90
19.49%
1.00%
$1,194.90
19.49%
0 .0 0 %
$ 1 ,1 9 4 .9 0
1 9 .4 9 %
-2.00%
$1,194.90
19.49%
-5.00%
$1,194.90
19.49%
-7.00%
$1,194.90
19.49%
-10.00%
$1,194.90
19.49%
-2 0 .0 0 %
$ 1 ,1 9 4 .9 0
1 9 .4 9 %
-30.00%
$900.00
-10.00%
-35.00%
$850.00
-15.00%
-40.00%
$800.00
-20.00%
-50.00%
$700.00
-30.00%
-75.00%
$450.00
-55.00%
-100.00%
$200.00
-80.00%
TD SECURITIES (USA) LLC


P-10

Information Regarding the Reference Asset
S& P 5 0 0 ® I nde x

The S&P 500® Index (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
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 herein or
in any other document incorporated by reference.
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,
NYSE American (formerly NYSE MKT), NASDAQ Global Select Market, NASDAQ Select Market, NASDAQ Capital Market, Bats BZX, Bats
BYX, Bats EDGA, Bats EDGX or IEX (each, an "eligible exchange")); the proposed constituent has a public float of 50% or more of its stock; the
inclusion of the company will contribute to sector balance in the SPX relative to sector balance in the market in the relevant market capitalization
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range; financial viability (the sum of the most recent four consecutive quarters' Generally Accepted Accounting Principles (GAAP) earnings (net
income excluding discontinued operations) should be positive as should the most recent quarter); and, for IPOs, the company must be traded on
an eligible exchange for at least twelve months. In addition, constituents of the S&P MidCap 400® Index and the S&P SmallCap 600® Index
can be added to the SPX without meeting the financial viability, public float and/or liquidity eligibility criteria if the S&P Index Committee decides
that such an addition will enhance the representativeness of the SPX as a market benchmark. Certain types of organizational structures and
securities are always excluded, including business development companies (BDCs), limited partnerships, master limited partnerships, limited
liability companies (LLCs), OTC bulletin board issues, closed-end funds, ETFs, ETNs, royalty trusts, tracking stocks, preferred stock and
convertible preferred stock, unit trusts, equity warrants, convertible bonds, investment trusts, rights and American depositary receipts (ADRs).
SPX Constituents are deleted from the SPX when they are involved in mergers, acquisitions or significant restructurings such that they no longer
meet the inclusion criteria, and when they substantially violate one or more of the addition criteria. SPX Constituents that are delisted or moved
to the pink sheets or the bulletin board are removed, and those that experience a trading halt may be retained or removed in the Index
Sponsor's discretion. The Index Sponsor evaluates additions and deletions with a view to maintaining SPX continuity.
For constituents included in the SPX prior to July 31, 2017, all publicly listed multiple share class lines are included separately in the SPX,
subject to, in the case of any such share class line, that share class line satisfying the liquidity and float criteria discussed above and subject to
certain exceptions. It is possible that one listed share class line of a company may be included in the SPX while a second listed share class line
of the same company is excluded. For companies that issue a second publicly traded share class to the SPX share class holders, the newly
issued share class line is considered for inclusion if the event is mandatory and the market capitalization of the distributed class is not considered
to be de minimis.
As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the SPX. Constituents of the SPX prior
to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the SPX. If a constituent company of the
SPX Index reorganizes into a multiple share class line structure, that company will be reviewed for continued inclusion in the SPX Index at the
discretion of the S&P Index Committee.
TD SECURITIES (USA) LLC


P-11

As of December 31, 2018, the 500 companies included in the Reference Asset were divided into eleven Global Industry Classification
Sectors. The Global Industry Classification Sectors include (with the approximate percentage currently included in such sectors indicated in
parentheses): Information Technology (20.1%), Health Care (15.5%), Financials (13.3%), Communication Services (10.1%), Consumer
Discretionary (9.9%), Industrials (9.2%), Consumer Staples (7.4%), Energy (5.3%), Utilities (3.3%), Real Estate (3.0%) and Materials (2.7%).
(Sector designations are determined by the Index Sponsor using criteria it has selected or developed. Index sponsors may use very different
standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and
the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may
reflect differences in methodology as well as actual differences in the sector composition of the indices.) As of the close of business on
September 21, 2018, the Index Sponsor and MSCI, Inc. updated the Global Industry Classification Sector structure. Among other things, the
update broadened the Telecommunications Services sector and renamed it the Communication Services sector. The renamed sector includes
the previously existing Telecommunication Services Industry group, as well as the Media Industry group, which was moved from the Consumer
Discretionary sector and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three
industries: Media, Entertainment and Interactive Media & Services. The Media industry continues to consist of the Advertising, Broadcasting,
Cable & Satellite and Publishing sub-industries. The Entertainment industry contains the Movies & Entertainment sub-industry (which includes
online entertainment streaming companies in addition to companies previously classified in such industry prior to September 21, 2018) and the
Interactive Home Entertainment sub-industry (which includes companies previously classified in the Home Entertainment Software sub-industry
prior to September 21, 2018 (when the Home Entertainment Software sub-industry was a sub-industry in the Information Technology sector)),
as well as producers of interactive gaming products, including mobile gaming applications). The Interactive Media & Services industry and sub-
industry includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are
derived primarily through pay-per-click advertisements, and includes search engines, social media and networking platforms, online classifieds
and online review companies. The Global Industry Classification Sector structure changes were effective for the S&P 500® Index as of the open
of business on September 24, 2018 to coincide with the September 2018 quarterly rebalancing.
Calculation of the SPX
The SPX is calculated using a base-weighted aggregative methodology. The level of the SPX on any day for which a level is published is
determined by a fraction, the numerator of which is the aggregate of the market price of each SPX Constituent times the number of shares of
such Reference Asset Constituent, and the denominator of which is the divisor, which is described more fully below. The "market value" of any
Reference Asset Constituent is the product of the market price per share of that Reference Asset Constituent times the number of the then-
outstanding shares of such Reference Asset Constituent that are then included in the SPX.
The SPX is also sometimes called a "base-weighted aggregative index" because of its use of a divisor. The "divisor" is a value calculated by
the Index Sponsor that is intended to maintain conformity in the SPX levels over time and is adjusted for all changes in the Reference Asset
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Document Outline