Bond TD Bank 0% ( US89114QZS01 ) in USD

TD Bank

100 % ▼

Canada

US89114QZS01 ( in USD )

29/03/2019 - Bond has expired

Prospectus brochure of the bond Toronto-Dominion Bank US89114QZS01 in USD 0%, expired

1 000 USD

35 700 000 USD

89114QZS0

N/A

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.

Toronto-Dominion Bank's USD 0% bond (ISIN: US89114QZS01, CUSIP: 89114QZS0), a CAD-issued instrument with a total issuance size of USD 35,700,000 and a minimum trading lot of 1,000, matured on March 29, 2019, and has been redeemed at 100%.

424B2 1 e73634_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 March 24, 2017 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated July 8, 2016 and
Prospectus dated June 30, 2016

The Toronto-Dominion Bank

$35,700,000
Raymond James Quality Yield Equity Linked Notes
Linked to a Fixed Basket of 23 Common Equity Securities, Due March 29, 2019

The Toronto-Dominion Bank ("TD" or "we") has offered the "Raymond James Quality Yield Equity" Linked Notes (the "Notes") linked to a basket of 23
Reference Shares described below.
The Notes are linked to a basket of shares of 23 U.S.-traded common equity securities (each, a "Reference Share" and together, the "Reference Shares" or
the "Basket") of entities that are not affiliated with us (each, a "Reference Share Issuer"). The Reference Shares were selected in March 2017 by Raymond
James & Associates, Inc. ("Raymond James") and represent companies in the S&P 500® Index (the "SPX") chosen by Raymond James with the objective
that such Reference Shares (i) have dividend yields higher than the SPX constituents as a whole and (ii) had senior long-term debt credit ratings considered
lower medium grade or higher by at least one nationally recognized statistical rating organization, as discussed further below. In selecting the basket,
Raymond James also sought Reference Shares that, (i) in its opinion and based on historical performance, it believes would be likely to suffer less price
volatility than the SPX constituents as a whole, and (ii) in its opinion could sustain or increase their dividend over the term of the Notes.
The Reference Shares and related tickers are: 3M Co. ("MMM"), AbbVie Inc. ("ABBV"), AT&T Inc. ("T"), BB&T Corporation ("BBT"), The Boeing Company
("BA"), Cardinal Health, Inc. ("CAH"), Carnival Corporation ("CCL"), Cisco Systems, Inc. ("CSCO"), CVS Health Corporation ("CVS"), Johnson & Johnson
("JNJ"), Microsoft Corporation ("MSFT"), NextEra Energy, Inc. ("NEE"), Occidental Petroleum Corporation ("OXY"), Omnicom Group Inc. ("OMC"), PepsiCo,
Inc. ("PEP"), Pfizer Inc. ("PFE"), Praxair, Inc. ("PX"), QUALCOMM Incorporated ("QCOM"), Schlumberger Limited ("SLB"), Simon Property Group, Inc.
("SPG"), Sysco Corporation ("SYY"), Texas Instruments Incorporated ("TXN") and United Technologies Corporation ("UTX"). Each Reference Share has an
equal weighting of 1/23rd. This pricing supplement contains a description of the criteria used to select the Reference Shares for inclusion in the Basket. The
composition of the Basket was selected by Raymond James. Neither TD nor its affiliates takes any responsibility for the selection of the Basket or otherwise
endorses the Reference Shares or the Basket. See "Information Regarding the Reference Shares."
The amounts that we will pay to you for each $1,000 in principal amount of the Notes will depend upon the performance of the Basket and the dividends
paid on the Reference Shares over the term of the Notes, and you may lose up to 100.00% of the principal amount of the Notes. As described in more detail
below, the Payment at Maturity will be less than the price to the public set forth below if the "Basket Level Percentage" (as defined below) is not at least
approximately 103.36%. Any payments on the Notes are subject to our credit risk.
T he N ot e s a re not princ ipa l prot e c t e d a nd inve st ors m a y lose t he ir e nt ire inve st m e nt in t he N ot e s. Be c a use the
Pa rt ic ipa t ion Ra t e is 9 6 .7 5 % , 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 a m ount only if t he Ba sk e t Le ve l
Pe rc e nt a ge is gre a t e r t ha n or e qua l t o a pprox im a t e ly 1 0 3 .3 6 % .
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 on any securities exchange.
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" on
pa ge P-7 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 -ES-ET F -1 da t e d J uly 8 , 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 se c urit ie 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 March 31, 2017, against payment in immediately
available funds.
Our estimated value of the Notes as of the Pricing Date, based on our internal pricing models, is $966.60 per Note, as discussed further under "Additional
Information Regarding Our Estimated Value of the Notes" on page P-44 of this pricing supplement. The estimated value is less than the public offering price
of the Notes.

Public Offe ring Pric e
U nde rw rit ing Disc ount 1
Proc e e ds t o T D
Per Note
$1,000.00
$20.00
$980.00
Total
$35,700,000.00
$714,000.00
$34,986,000.00
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1 TD Securities (USA) LLC ("TDS") will purchase the Notes from TD at the public offering price less an underwriting discount of $20.00 (2.00%) per $1,000
principal amount of the Notes for distribution to other registered broker-dealers, including Raymond James. 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 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-44 of this pricing
supplement.
TD SECURITIES (USA) LLC
P-1

Ra ym ond J a m e s Qua lit y Y ie ld Equit y Link e d N ot e s Due
M a rc h 2 9 , 2 0 1 9

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:
The Toronto-Dominion Bank
I ssue :
Senior Debt Securities
T ype of N ot e :
Equity Securities Linked Notes
T e rm :
Approximately 2 years
Re fe re nc e Asse t :
A basket consisting of the 23 Reference Shares, selected by Raymond James, as set forth on the cover
page of this pricing supplement.
CU SI P / I SI N :
89114QZS0 / US89114QZS01
Age nt :
TD Securities (USA) LLC ("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
I nt e re st Pa ym e nt s:
None
Pric ing Da t e :
March 24, 2017.
I ssue Da t e :
March 31, 2017.
Fina l V a lua t ion Da t e :
March 26, 2019.
If a market disruption event occurs or is continuing on the Final Valuation Date with respect to a Reference
Share, that date for that Reference Share will be postponed to the next Trading Day on which no market
disruption event occurs or is continuing with respect to that Reference Share. In no event, however, will any
such date be postponed by more than ten Trading Days. If the determination of the Closing Price of any
Reference Share for any relevant date is postponed to the last possible day, but a market disruption event
occurs or is continuing on that day with respect to that Reference Share, that day will nevertheless be the
date on which the Closing Price of that Reference Share will be determined by the Calculation Agent. In
such an event, the Calculation Agent will estimate the price that would have prevailed in the absence of the
market disruption event.

For the avoidance of doubt, if no market disruption event exists on the originally scheduled Final Valuation
Date with respect to a Reference Share, the determination of that Reference Share's Closing Price will be
made on that originally scheduled date, irrespective of the existence of a market disruption event with
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respect to any other Reference Shares. For the definition of a market disruption event, see "General Terms
of the Notes--Market Disruption Events" beginning on page PS-25 of the accompanying product prospectus
supplement. If the Final Valuation Date is postponed due to a market disruption event for any Reference
Share, the Maturity Date will be postponed to the third Business Day after the postponed date.
TD SECURITIES (USA) LLC
P-2
M a t urit y Da t e :
March 29, 2019, subject to postponement as described above.
Re fe re nc e Sha re s:
The 23 Reference Shares set forth on the cover page of this pricing supplement selected by Raymond
James. You should only purchase the Notes if you are willing to make an investment, the performance of
which will depend primarily upon the performance of those Reference Shares.
Re fe re nc e Sha re Se le c t ion The Reference Shares were selected by Raymond James in March 2017 as described in the section
Proc e ss:
"Reference Share Selection." Raymond James' objective was to select securities included in the SPX that it
believes (i) have dividend yields higher than the SPX constituents as a whole and (ii) that had senior long-
term debt credit ratings considered lower medium grade or higher by at least one nationally recognized
statistical rating organization, as discussed further below. In selecting the basket, Raymond James also
sought Reference Shares that, (i) in its opinion and based on historical performance, it believes would be
likely to suffer less price volatility than the SPX constituents as a whole, and (ii) in its opinion could sustain
or increase their dividend over the term of the Notes. The composition of the Basket was selected by
Raymond James. Neither TD nor its affiliates takes any responsibility for the selection of the Basket or
otherwise endorses the Reference Shares or the Basket.
Pa ym e nt a t M a t urit y:
The amount that you will receive at maturity for each $1,000 in principal amount of the Notes will depend
upon the performance of the Basket. The Payment at Maturity will be calculated as follows:
$1,000 x Basket Level Percentage x the Participation Rate.
As discussed in more detail below, you will lose money on the Notes if the return on the Basket over
the term of the Notes combined with any quarterly distributions are less than the Breakeven Level. In
addition, the Payment at Maturity could be substantially less than the principal amount of the Notes.
Y ou w ill lose m one y on t he N ot e s if your pa rt ic ipa t ion in t he pe rform a nc e of t he
Ba sk e t ove r t he t e rm of t he N ot e s c om bine d w it h a ny qua rt e rly dist ribut ions a re le ss
t ha n t he princ ipa l a m ount .
Pa rt ic ipa t ion Ra t e :
96.75%. Because the Participation Rate is less than 100%, each 1% increase in the Basket over the term of
the Notes is less than the 1% increase in the Payment at Maturity.
Bre a k e ve n Le ve l:
The return on the Basket over the term of the Notes combined with any quarterly distributions that you will
need to receive over the term of the Notes for you to receive your principal amount. This reflects the effect
of the Participation Rate. Assuming that Distribution Amounts are zero, the Breakeven Level is
approximately 103.36%, which is expressed as a percentage and is equal to 100% divided by the
Participation Rate. See "Additional Risk Factors--Your investment may result in a loss" and "--The Notes
will not reflect the full performance of the Reference Shares, which may negatively impact your return on the
Notes."
Ba sk e t Le ve l Pe rc e nt a ge :
The sum of the Weighted Reference Share Performances of the Reference Shares.
We ight e d Re fe re nc e Sha re For each Reference Share, the product of (a) its Reference Share Performance and (b) the Reference
Pe rform a nc e :
Share Weighting.
TD SECURITIES (USA) LLC
P-3
Re fe re nc e Sha re
For each Reference Share, 1/23.
We ight ing:

Re fe re nc e Sha re
Re fe re nc e Sha re We ight ing*

3M Co.
4.348%

AbbVie Inc.
4.348%

AT&T Inc.
4.348%

BB&T Corporation
4.348%
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The Boeing Company
4.348%

Cardinal Health, Inc.
4.348%

Carnival Corporation
4.348%

Cisco Systems, Inc.
4.348%

CVS Health Corporation
4.348%

Johnson & Johnson
4.348%

Microsoft Corporation
4.348%

NextEra Energy, Inc.
4.348%

Occidental Petroleum Corporation
4.348%

Omnicom Group Inc.
4.348%

PepsiCo, Inc.
4.348%

Pfizer Inc.
4.348%

Praxair, Inc.
4.348%

QUALCOMM Incorporated
4.348%

Schlumberger Limited
4.348%

Simon Property Group, Inc.
4.348%

Sysco Corporation
4.348%

Texas Instruments Incorporated
4.348%

United Technologies Corporation
4.348%

* Percentages may not sum to 100% due to rounding.
Re fe re nc e Sha re
The Reference Share Performance will measure the change in value of each Reference Share over the term
Pe rform a nc e :
of the Notes. For each Reference Share, its Reference Share Performance will equal (a) its Final Share Price
divided by (b) its Initial Share Price, expressed as a percentage.
I nit ia l Sha re Pric e :
Re fe re nc e Sha re
T ic k e r
I nit ia l Sha re Pric e

3M Co.
MMM UN
$191.51

AbbVie Inc.
ABBV UN
$65.62

AT&T Inc.
T UN
$41.68

BB&T Corporation
BBT UN
$44.41

The Boeing Company
BA UN
$175.82

Cardinal Health, Inc.
CAH UN
$81.23

Carnival Corporation
CCL UN
$58.60

Cisco Systems, Inc.
CSCO UW
$34.08

CVS Health Corporation
CVS UN
$78.49

Johnson & Johnson
JNJ UN
$125.48

Microsoft Corporation
MSFT UW
$64.98

NextEra Energy, Inc.
NEE UN
$132.80

Occidental Petroleum Corporation
OXY UN
$62.83

Omnicom Group Inc.
OMC UN
$84.33

PepsiCo, Inc.
PEP UN
$112.12

Pfizer Inc.
PFE UN
$34.00

Praxair, Inc.
PX UN
$116.41

QUALCOMM Incorporated
QCOM UW
$56.92

Schlumberger Limited
SLB UN
$76.96

Simon Property Group, Inc.
SPG UN
$167.95

Sysco Corporation
SYY UN
$52.81

Texas Instruments Incorporated
TXN UW
$80.59

United Technologies Corporation
UTX UN
$111.80
Fina l Sha re Pric e :
For each Reference Share, its Closing Price on the Final Valuation Date, subject to postponement as
described under "--Final Valuation Date" above.
TD SECURITIES (USA) LLC
P-4

Dist ribut ion Am ount :
For each Note and Distribution Date, the quarterly distribution, if any that you will receive is equal to the sum
for each Reference Share, of an amount in U.S. dollars equal to (x) the per share gross cash dividends
declared by the Reference Share Issuer to holders of record (including ordinary and extraordinary
dividends) for which the ex-dividend date occurred during the relevant Dividend Period multiplied by (y) that
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Reference Share's Dividend Reference Amount.
Obse rva t ion Da t e s: The 26th calendar day of each of each March, June, September, and December,
commencing on June 26, 2017 and ending on the Final Valuation Date.
Dist ribut ion Da t e s: For each Dividend Period, three Business Days following each Observation Date.
The last Distribution Date is the Maturity Date.
Divide nd Pe riod: For each Reference Share, the period from and excluding the Observation Date of the
prior Dividend Period to and including the Observation Date of the current Dividend Period, provided that
the first Dividend Period commenced on and excludes the Pricing Date and the last Dividend Period shall
end on and include the Final Valuation Date.
Divide nd Re fe re nc e Am ount : For each Reference Share, an amount equal to (w) $1,000 multiplied by
(x) the Participation Rate divided by (y) the Initial Share Price multiplied by (z) the Reference Share
Weighting.
Because the Dividend Reference Amount factors in the Participation Rate of 96.75%, the Distribution
Amount will be less than the gross per share gross cash dividends having an ex-dividend date during any
relevant Dividend Period.
Dist ribut ion:
The Notes are not intended for purchase by any investor that is not a United States person, as that term is
defined for U.S. federal income tax purposes, and no dealer may make offers of the Notes to any such
investor.
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.
T ra ding Da y:
A Trading Day with respect to a Reference Share means a day on which the principal trading market for the
Reference Share is scheduled to be open for trading.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to treat the Note as a pre-paid cash-settled derivative
contract in respect of the Basket, and to treat the Distribution Amount as ordinary income includible in
income by a U.S. holder (as defined below) when received or accrued in accordance with the U.S. holder's
ordinary method of accounting, for U.S. federal income tax purposes. Based on certain factual
representations received from us, in the opinion of our special U.S. tax counsel, Cadwalader, Wickersham &
Taft LLP, it is reasonable to treat the Notes as pre-paid cash-settled derivative contracts in respect of the
Basket, and to treat the Distribution Amounts as ordinary income includible in income by a U.S. holder when
received or accrued in accordance with the U.S. holder's ordinary method of accounting, for U.S. federal
income tax purposes. However, the U.S. federal income tax consequences of your investment in the Notes
are uncertain and the Internal Revenue Service ("IRS") could assert that the Notes should be taxed in a
manner that is different from that described in the preceding sentence. Please see the discussion below
under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and in the product prospectus
supplement 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 below 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 on any securities exchange.
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).

TD SECURITIES (USA) LLC
P-5
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
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Senior Debt Securities, 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, this pricing supplement will control. 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" on page P-7 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 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-ES-ETF-1 dated July 8, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216016045/e70441_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.
TD SECURITIES (USA) LLC
P-6
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. 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.

Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.

The amount payable on the Notes will depend on the performance of the Reference Shares and the Distribution Amounts, which may be less,
and possibly significantly less, than your initial investment. If the prices of the Reference Shares decrease or increase by an amount less than
the Breakeven Level, the Payment at Maturity may be less than the principal amount. You will lose money on the Notes if your participation in
the performance of the Basket over the term of the Notes combined with any quarterly distributions is less than the Breakeven Level. You may
lose your entire investment in the Notes. Please also see "--The Notes Will Not Reflect the Full Performance of the Reference Shares, Which
May Negatively Affect Your Return on the Notes."
Y ou m a y re c e ive no Dist ribut ion Am ount s 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.
You will not necessarily receive Distribution Amounts on your Notes and your participation in any dividends paid is at the Participation Rate
meaning you will not receive the gross amount of per share dividends paid on the Reference Shares. If the Reference Shares do not make
dividend payments, you will not receive Distribution Amounts. Generally, this non-payment of Distribution Amounts coincides with a period of
greater risk of principal loss on your Notes.
The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on conventional fixed-rate or
floating-rate debt security having the same maturity. 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.
Any I nc re a se in t he Pric e of One or M ore Re fe re nc e Sha re s M a y Be Offse t by De c re a se s in t he Pric e of One or M ore
Ot he r Re fe re nc e Sha re s.
The price of one or more of the Reference Shares may increase while the price of one or more of the other Reference Shares decreases.
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Therefore, in determining the value of the Basket at any time, increases in the price of one Reference Share may be moderated, or wholly offset,
by decreases in the price of one or more other Reference Shares.
T he N ot e s Will N ot Re fle c t t he Full Pe rform a nc e of t he Re fe re nc e Sha re s, Whic h M a y N e ga t ive ly Affe c t Y our Re t urn
on t he N ot e s.
Because the calculation of the Dividend Reference Amount and the Payment at Maturity includes a Participation Rate of less than 100%, the
return, if any, on the Notes will not reflect the full performance of the Reference Shares. Therefore, the dividend yield and yield to maturity based
on the methodology for calculating the Dividend Reference Amount and the Payment at Maturity, respectively, will be less than such yields that
would be produced if the Reference Shares were purchased and held for a similar period.
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.
The following factors, many of which are beyond our control, are some of the factors that may influence the market value of your Notes:
·
the market prices of the Reference Shares;
·
the dividend yields of the Reference Shares;
·
the correlation among the Reference Shares;
·
economic, financial, political, military, regulatory, legal and other events that affect the securities markets generally and the U.S.
markets in particular, and which may affect the values of the Reference Shares; and
·
interest rates in the market.
These factors in addition to other factors, may influence the market value of your Notes if you sell your Notes before maturity. Our
creditworthiness, as represented by our credit ratings or as otherwise perceived in the market will also affect the market value of your Notes. If
you sell your Notes prior to maturity, you may receive less than your initial investment, even if the returns of the Reference Shares at such time
are greater than the Breakeven Level.

TD SECURITIES (USA) LLC
P-7
An I nve st m e nt in t he N ot e s I s Subje c t t o Our Cre dit Risk , a nd Cha nge s in Our Cre dit Ra t ings 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.

An investment in the Notes, which are our senior unsecured debt securities, is subject to our credit risk. As a result, your receipt of the amount
due on the Notes is dependent upon our ability to repay its obligations on the applicable payment date. This will be the case even if the prices of
the Reference Shares increase after the Pricing Date. The existence of a trading market for, and the market value of, any of the Notes may be
affected by market perceptions of our creditworthiness. If market perceptions of our creditworthiness were to decline for any reason, the market
value of your Notes, and the availability of the trading markets generally, may be adversely affected. No assurance can be given as to what our
financial condition will be at any time during the term of the Notes, or at maturity.

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 on the Pricing Date 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 is a result of certain factors, such as any sales commissions paid to the agent
or its affiliates, any selling concessions, discounts, commissions or fees allowed or paid to non-affiliated intermediaries, the estimated profit that
we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

T he Est im a t e d V a lue of Y our N ot e s M ight H a ve Be e n Low e r if Suc h Est im a t e d V a lue H a d Be e n Ba se d on t he Le ve ls
a t Whic h Our De bt Se c urit ie s T ra de in t he Se c onda ry M a rk e t .

The estimated value of your Notes on the Pricing Date is based on a number of variables, including our internal funding rates. Our internal
funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the
estimated value referenced above might have been lower if such estimated value had been based on the levels at which our benchmark debt
securities trade in the secondary market.

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 (And/or Pric ing M ode ls of T hird Pa rt ie s),
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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 on the Pricing Date is based on our internal pricing models, and/or the pricing models of third parties with
whom we may enter into potential hedging transactions, which take into account a number of variables and are based on a number of subjective
assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis.
Further, our pricing models, or the pricing models of third parties, 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 different from
the estimated value of the Notes determined by reference to our internal pricing models and/or the pricing models of third parties with whom we
may enter into potential hedging transactions.

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 , if Any, a nd Suc h Se c onda ry M a rk e t Pric e s, if 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 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 our 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 related to the Notes such as fees, commissions, discounts, and the costs of 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 We 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 our estimated value of the Notes on the
Pricing Date after the initial Issue Date 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 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 on any securities exchange. TDS and other affiliates of TD
may make a market for the Notes; however, they are not required to do so. TDS or any other affiliate of TD 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
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If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the issue price, and as a result, you may
suffer substantial losses.

T he Fina l Sha re Pric e of Ea c h Re fe re nc e Sha re I s Ba se d on I t s Closing Pric e on t he Fina l V a lua t ion Da t e And M a y
Be Le ss T ha n t he Closing Pric e of Suc h Re fe re nc e Sha re Prior t o Suc h Da t e .

The Final Share Price of each Reference Share will be its Closing Price on the Final Valuation Date (subject to adjustment as described
elsewhere in this pricing supplement). Therefore if the Closing Prices of the Reference Shares dropped precipitously on the Final Valuation
Date, the Payment at Maturity for your Notes may be significantly less that it would have been had the Payment at Maturity been linked to the
Closing Prices of the Reference Shares prior to such drop in the prices of the Reference Shares. Although the actual prices of the Reference
Shares on the Maturity Date or at other times during the life of your Notes may be higher than their prices on the Final Valuation Date, you will
benefit only from the Closing Prices of the Reference Shares on the Final Valuation Date.

Corre la t ion a m ong t he Re fe re nc e Sha re s M a y Affe c t t he V a lue of Y our N ot e s.

The Reference Shares may not represent a diversified portfolio of securities. To the extent that the Reference Shares move in the same
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direction (i.e., are highly correlated), you will lose some or all of the benefits that would ordinarily attend a diversified portfolio of securities. The
Reference Shares may be concentrated in a limited number of industries. An investment in the Notes might increase your exposure to
fluctuations in any of the sectors represented by the Basket.

Our Busine ss Ac t ivit ie s M a y Cre a t e Conflic t s of I nt e re st .

As noted above, we, Raymond James, or one or more of our respective affiliates expect to engage in trading activities related to the Reference
Shares that are not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the
holders' interests in the Notes and the interests we and our affiliates will have in their proprietary accounts, in facilitating transactions, including
options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they
influence the prices of the Reference Shares, could be adverse to the interests of the holders of the Notes. We, Raymond James, or one or
more of our respective affiliates may, at present or in the future, engage in business with the issuers of the Reference Shares, including making
loans to or providing advisory services to those companies. These services could include investment banking and merger and acquisition
advisory services. These activities may present a conflict between our or one or more of our affiliates' obligations and your interests as a holder
of the Notes. Moreover, we, Raymond James and our respective affiliates have published, and in the future expect to publish, research reports
with respect to most or even all of the Reference Shares. 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. Even if our affiliates or Raymond James provides research
that expresses a negative opinion about one or more of the Reference Shares, or if market conditions in the sectors represented by the
Reference Shares or otherwise change, the composition of the Basket will not change during the term of the Notes (except under the limited
circumstances described below). Any of these activities by us or one or more of our affiliates may affect the prices of the Reference Shares and,
therefore, the market value of the Notes.
H e dging Ac t ivit ie 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 and any third party with whom we may enter into hedging arrangements with respect to the Notes may hedge by purchasing securities,
futures, options or other derivative instruments with returns linked or related to changes in the price of the Reference Shares, and 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 these third parties may also issue or underwrite other securities or financial or derivative instruments with returns linked or
related to changes in the price of the Reference Shares.

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.
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 a Reference Share has occurred, and make certain
adjustments to a Reference Share if certain events occur. 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.

TD SECURITIES (USA) LLC
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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 Ra ym ond J a m e s.
Raymond James chose the Reference Shares and is acting as a dealer in connection with the distribution of the Notes. As disclosed in
"Information Regarding the Reference Shares--Description of the Reference Shares--License Agreement," we will pay to Raymond James a
fee equal to 0.72% of the principal amount of the Notes. Raymond James will also receive customary fees for acting as a dealer in connection
with the distribution of the Notes, as disclosed in "Supplemental Plan of Distribution (Conflicts of Interest)."

T w o of t he Re fe re nc e Sha re s H a ve Only Be e n Public ly T ra de d for a Lim it e d Am ount of T im e .

As set forth below in the section "Information Regarding the Reference Shares--The Reference Shares," two of the Reference Shares have
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only been publicly traded for a limited amount of time. Accordingly, it may be more difficult for you to evaluate the historical performance of
those Reference Shares than would be the case for Reference Shares with a longer trading history.

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.

The U.S. tax treatment of the Notes is uncertain. Please read carefully the section entitled "Tax Consequences--United States Taxation" in the
prospectus, 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
about your tax situation.

Because one of the Reference Shares is the type of financial asset described under Section 1260 of the Internal Revenue Code of 1986, as
amended (the "Code"), while the matter is not entirely clear, an investment in a Note may be treated, in whole or in part, as a "constructive
ownership transaction" to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital
gain recognized by a U.S. holder (as defined in the prospectus) in respect of a Note will be recharacterized as ordinary income and certain
interest charges may apply.

Although the U.S. federal income tax treatment of the Notes, including the proper characterization of the Distribution Amount, is uncertain,
pursuant to Section 871(m), we (or the applicable withholding agent) will withhold U.S. federal income tax at a 30% rate (or at a lower rate under
an applicable income tax treaty) in respect of amounts, including any Distribution Amounts, that constitute "dividend equivalents" paid or deemed
paid to a non-U.S. holder unless such payments are effectively connected with the conduct by the non-U.S. holder of a trade or business in the
United States and the non-U.S. holder provides an IRS Form W-8ECI. We will not pay any additional amounts in respect of such withholding.
Non-U.S. holders are urged to consult their tax advisors regarding the imposition of the withholding tax on their Notes.

A conclusion that no portion of any amount in excess of the principal amount of a Note paid or credited or deemed to be paid or credited on a
Note should be subject to Canadian withholding tax is based in part on the current published administrative position of the Canada Revenue
Agency ("CRA"). There cannot be any assurance that CRA's current published administrative practice will not be subject to change, including
potential expansion in the current administrative interpretation of amounts subject to Canadian withholding tax. If, at any time, any amount paid
or credited or deemed to be paid or credited on a Note is subject to Canadian withholding tax, you will receive an amount that is less than that to
which you would otherwise be entitled. You should consult your own adviser as to the potential for such withholding and the potential for
reduction or refund of part or all of such withholding, including under any bilateral Canadian tax treaty the benefits of which you may be entitled.

For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see "Canadian Taxation" in
this pricing supplement. If you are not a Non-resident Holder (as that term is defined in "Canadian Taxation" in this pricing supplement) 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.

Risk s Re la t ing t o t he Re fe re nc e Sha re s

T he I nc lusion of t he Re fe re nc e Sha re s Doe s N ot Gua ra nt e e a Posit ive Re t urn on t he N ot e s.

The Reference Shares were selected by Raymond James in March 2017 according to the process set forth in this pricing supplement. However,
there can be no assurance that any Reference Share, or the Basket in its entirety, will perform well. The list of Reference Shares is not dynamic;
if Raymond James' opinion of the selection process, or of one or more Reference Shares, changes after the list was constituted, that change will
not cause the deletion or addition of Reference Shares to the list for purposes of the notes. The composition of the Basket was selected by
Raymond James. Neither TD nor its affiliates takes any responsibility for the selection of the Basket or otherwise endorses the Reference Shares
or the Basket.

The performance of the Reference Shares may be less than the performance of the equities markets generally, and less than the performance
of specific sectors of the equity markets, or other securities in which you may choose to invest. There is no assurance that the selection of the
Reference Shares will result in a positive return on the notes. Although Raymond James has expressed a positive view as to the selection of the
Reference Shares, its views may change significantly during the term of the notes. You should only purchase the Notes if you seek an
investment linked to the performance of the specific Reference Shares set forth on the cover page of this pricing supplement.

TD SECURITIES (USA) LLC
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T he Ba sk e t M a y Be V ola t ile Eve n T hough Ra ym ond J a m e s Sought t o Produc e a Ba sk e t t ha t Would Be Lik e ly t o
Suffe r Le ss Pric e V ola t ilit y t ha n t he SPX .

While Raymond James selected Reference Shares that it believed would be likely to suffer less price volatility than the SPX constituents as a
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