Bond TD Bank 9.5% ( US891160RW50 ) in USD

Issuer TD Bank
Market price 100 %  ▲ 
Country  Canada
ISIN code  US891160RW50 ( in USD )
Interest rate 9.5% per year ( payment 2 times a year)
Maturity 30/06/2021 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US891160RW50 in USD 9.5%, expired


Minimal amount 1 000 USD
Total amount 775 000 USD
Cusip 891160RW5
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 US891160RW50, pays a coupon of 9.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/06/2021







424B2 1 form424b2.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 3 1 7 5 1


Pricing Supplement dated June 26, 2019 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$775,000
Autocallable Contingent Interest Barrier Notes Linked to the Least Performing among the Shares of the PowerShares QQQ
TrustSM, Series 1, the Shares of the SPDR® S&P 500® ETF Trust and the Shares of the SPDR® S&P Biotech ETF Due June
30, 2021
The Toronto-Dominion Bank ("TD" or "we") is has offered the Autocallable Contingent Interest Barrier Notes (the "Notes") linked to the least performing among (i) the
shares of the PowerShares QQQ TrustSM, Series 1, (ii) the shares of the SPDR® S&P 500® ETF Trust and (iii) the shares of the SPDR® S&P Biotech ETF (each, a
"Reference Asset" and together, the "Reference Assets").
The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 9.50% (the "Contingent
Interest Rate") only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest
Barrier Value, which is equal to 70.00% of its Initial Value. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference
Asset is greater than or equal to its Call Threshold Value, which is equal to 95.00% of its Initial Value. If the Notes are automatically called, on the first following
Contingent Interest Payment Date (the "Call Payment Date"), we will pay a cash payment per Note equal to the Principal Amount, plus any Contingent Interest Payment
otherwise due. No further amounts will be owed under the Notes. If the Notes are not automatically called, the payment or delivery you receive at maturity, in addition to
any Contingent Interest Payment otherwise due, if anything, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its "Final Value")
relative to its Barrier Value, which is equal to 70.00% of its Initial Value, calculated as follows:
·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an amount in cash per Note equal to:
the Principal Amount of $1,000
·
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of shares of the Least Performing Reference Asset per Note
equal to:
the Physical Delivery Amount
In this scenario, investors will suffer a loss on their initial investment that is expected to be proportionate to the percentage decline in the Reference Asset
with the lowest percentage change from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes. Specifically, if
the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will receive a number of shares of
the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is expected to be worth significantly less than the Principal
Amount and may even be worthless. Any payments on or deliveries in respect of the Notes are subject to our credit risk.
T he N ot e s do not gua ra nt e e t he pa ym e nt of a ny Cont inge nt I nt e re st Pa ym e nt s or t he re t urn of t he Princ ipa l Am ount .
I nve st ors a re e x pose d t o t he m a rk e t risk of e a c h Re fe re nc e Asse t on e a c h Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding
t he Fina l V a lua t ion Da t e ) a nd a ny de c line in t he va lue of one Re fe re nc e Asse t w ill not be offse t or m it iga t e d by a le sse r
de c line or pot e nt ia l inc re a se in t he va lue of a ny ot he r Re fe re nc e Asse t . I f t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss
t ha n it s Ba rrie r V a lue , inve st ors m a y lose up t o t he ir e nt ire 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 .
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. We will deliver the Notes in book-entry only form through the facilities of The
Depository Trust Company on June 28, 2019 against payment in immediately available funds.
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 -
8 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 -6 of t he produc t prospe c t us supple m e nt
M LN -ES -ET F -1 da t e d J une 1 9 , 2 0 1 9 (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 1 8 ,
2 0 1 9 (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 .
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $952.60 per Note, as discussed further under "Additional Risk
Factors -- Estimated Value" beginning on page P-10 and "Additional Information Regarding the Estimated Value of the Notes" on page P-25 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
$30.00
$970.00
Total
$775,000.00
$23,250.00
$751,750.00
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 forgo some or all of their selling concessions, fees or commissions. The
public offering price for investors purchasing the Notes in these accounts may have been as low as $970.00 (97.00%) per Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $30.00 (3.00%) per $1,000.00 Principal Amount of the Notes and will use all of that commission to allow
selling concessions to other dealers in connection with the distribution of the Notes, or will offer the Notes directly to investors. TDS may resell the Notes to other securities
dealers at the Principal Amount less a concession of $30.00 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)" herein.
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TD SECURITIES (USA) LLC
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s Link e d t o t he
Le a st
Pe rform ing a m ong t he Sha re s of t he Pow e rSha re s QQQ T rust SM,

Se rie s
1 , t he Sha re s of t he SPDR® S& P 5 0 0 ® ET F T rust a nd t he Sha re s
of t he
SPDR® S& P Biot e c h ET F Due J une 3 0 , 2 0 2 1


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 :
Autocallable Contingent Interest Barrier Notes
T e rm :
Approximately 2 years, subject to an automatic call
Re fe re nc e Asse t s:
The shares of the PowerShares QQQ TrustSM, Series 1 (Bloomberg ticker: QQQ, the "QQQ Trust"), the
shares of the SPDR® S&P 500® ETF Trust (Bloomberg ticker: SPY, the "SPY Fund") and the shares of the
SPDR® S&P Biotech ETF (Bloomberg ticker: XBI, the "XBI Fund")
T a rge t I ndic e s:
With respect to the QQQ Trust, the NASDAQ-100 Index®.
With respect to the SPY Fund, the S&P 500® Index.
With respect to the XBI Fund, the S&P® Biotechnology Select IndustryTM Index.
CU SI P / I SI N :
891160RW5 / US891160RW50
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 :
June 26, 2019
I ssue Da t e :
June 28, 2019, which is two Business Days following the Pricing Date.
Fina l V a lua t ion Da t e :
The final Contingent Interest Observation Date, as described below under "Contingent Interest Observation
Dates" and as described under "General Terms of the Notes--Market Disruption Events" in the product
prospectus supplement.
M a t urit y Da t e :
June 30, 2021, subject to postponement as described below under "Contingent Interest Observation Dates"
or, if such day is not a Business Day, the next following Business Day.
Ca ll Fe a t ure :
If the Closing Value of each Reference Asset on any Call Observation Date is greater than or equal to its Call
Threshold Value, we will automatically call the Notes and, on the related Call Payment Date, we will pay you a
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cash payment equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. No further
amounts will be owed to you under the Notes.
TD SECURITIES (USA) LLC
P-2
Ca ll T hre shold V a lue :
With respect to the QQQ Trust, $176.5005 (95.00% of its Initial Value).
With respect to the SPY Fund, $275.9465 (95.00% of its Initial Value).
With respect to the XBI Fund, $79.6100 (95.00% of its Initial Value).
Each Call Threshold Value is determined by the Calculation Agent and subject to adjustment as described
under "General Terms of the Notes-- Anti-Dilution Adjustments" in the product prospectus supplement.
Ca ll Obse rva t ion Da t e s:
Quarterly, on the 26th calendar day of each March, June, September and December, commencing on
December 26, 2019 and ending on March 26, 2021, or, if such day is not a Trading Day, the next following
Trading Day. If a Market Disruption Event occurs or is continuing with respect to a Reference Asset on any
Call Observation Date, the Call Observation Date for the affected Reference Asset will be postponed until the
next Trading Day on which no Market Disruption Event occurs or is continuing for that Reference Asset. In no
event, however, will any Call Observation Date for any Reference Asset be postponed by more than eight
Trading Days. If the determination of the Closing Value of a Reference Asset for any Call Observation Date is
postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, that day
will nevertheless be the date on which the Closing Value of such Reference Asset will be determined. In such
an event, the Calculation Agent will estimate the Closing Value that would have prevailed in the absence of the
Market Disruption Event. For the avoidance of doubt, if on any Call Observation Date, no Market Disruption
Event occurs or is continuing with respect to a particular Reference Asset, the Call Observation Date for such
Reference Asset will be made on the originally scheduled Observation Date irrespective of the occurrence of a
Market Disruption event with respect to another Reference Asset. If a Call Observation Date is postponed, the
corresponding Call Payment Date will be postponed to maintain the same number of Business Days between
such dates as existed prior to the postponement(s).
Ca ll Pa ym e nt Da t e :
If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment
Date immediately following the relevant Call Observation Date, subject to postponement as described above
under "Call Observation Dates" if the related Call Observation Date is postponed or, if such day is not a
Business Day, the next following Business Day.
Cont inge nt I nt e re st
If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value
Pa ym e nt :
on any Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on the
corresponding Contingent Interest Payment Date, in an amount equal to:
Principal Amount x Contingent Interest Rate x 1/4
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on any
Contingent Interest Observation Date, you will receive no Contingent Interest Payment on the corresponding
Contingent Interest Payment Date.
Cont inge nt I nt e re st Pa ym e nt s on t he N ot e s a re not gua ra nt e e d. Y ou w ill not re c e ive a
Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing V a lue
of a ny Re fe re nc e Asse t on t he re la t e d Cont inge nt I nt e re st Obse rva t ion Da t e is le ss t ha n
it s Cont inge nt I nt e re st Ba rrie r V a lue .
All amounts used in or resulting from any calculation relating to a Contingent Interest Payment will be rounded
upward or downward, as appropriate, to the nearest tenth of a cent.
Cont inge nt I nt e re st 9.50% per annum
Ra t e :
Cont inge nt I nt e re st
With respect to the QQQ Trust, $130.0530 (70.00% of its Initial Value).
Ba rrie r V a lue :
With respect to the SPY Fund, $203.3290 (70.00% of its Initial Value).
With respect to the XBI Fund, $58.6600 (70.00% of its Initial Value).
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Each Contingent Interest Barrier Value is determined by the Calculation Agent and subject to adjustment as
described under "General Terms of the Notes-- Anti-Dilution Adjustments" in the product prospectus
supplement.
TD SECURITIES (USA) LLC
P-3
Cont inge nt I nt e re st
Quarterly, on the 26th calendar day of each March, June, September and December, commencing on
Obse rva t ion Da t e s:
September 26, 2019 and ending on June 26, 2021 (the "Final Valuation Date"), or, if such day is not a Trading
Day, the next following Trading Day. If a Market Disruption Event occurs or is continuing with respect to a
Reference Asset on any Contingent Interest Observation Date for any Reference Asset, the Contingent
Interest Observation Date for the affected Reference Asset will be postponed until the next Trading Day on
which no Market Disruption Event occurs or is continuing for that Reference Asset. In no event, however, will
any Contingent Interest Observation Date for any Reference Asset be postponed by more than eight Trading
Days. If the determination of the Closing Value of a Reference Asset for any Contingent Interest Observation
Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day,
that day will nevertheless be the date on which the Closing Value of such Reference Asset will be determined.
In such an event, the Calculation Agent will estimate the Closing Value that would have prevailed in the
absence of the Market Disruption Event. For the avoidance of doubt, if on any Contingent Interest Observation
Date, no Market Disruption Event is occurring with respect to a particular Reference Asset, the Contingent
Interest Observation Date for such Reference Asset will be made on the originally scheduled Observation Date
irrespective of the occurrence of a Market Disruption event with respect to another Reference Asset. If a
Contingent Interest Observation Date (or the Final Valuation Date) is postponed, the corresponding Contingent
Interest Payment Date (or Maturity Date) will be postponed to maintain the same number of Business Days
between such dates as existed prior to the postponement(s).
Cont inge nt I nt e re st
With respect to each Contingent Interest Observation Date, the second Business Day following the relevant
Pa ym e nt Da t e s:
Contingent Interest Observation Date, with the exception of the final Contingent Interest Payment Date, which
will be the Maturity Date, subject to postponement as described above under "-- Contingent Interest
Observation Dates" or, if such day is not a Business Day, the next following Business Day.
Pa ym e nt a t M a t urit y:
If the Notes are not automatically called, on the Maturity Date, in addition to any Contingent Interest Payment
otherwise due, we will pay a cash payment, if anything, per Note equal to:
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an
amount in cash per Note equal to:
the Principal Amount of $1,000
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of shares of
the Least Performing Reference Asset per Note equal to:
the Physical Delivery Amount
I n t his sc e na rio, inve st ors w ill suffe r a pe rc e nt a ge loss on t he ir init ia l inve st m e nt t ha t is
e x pe c t e d t o be proport iona t e t o t he pe rc e nt a ge de c line in t he Le a st Pe rform ing
Re fe re nc e Asse t ove r t he t e rm of t he N ot e s. Spe c ific a lly, if t he N ot e s a re
not
a ut om a t ic a lly c a lle d a nd t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n it s Ba rrie r
V a lue , inve st ors w ill re c e ive a num be r of sha re s of t he Le a st Pe rform ing Re fe re nc e
Asse t e qua l t o it s Physic a l De live ry Am ount , t he va lue of w hic h is e x pe c t e d t o be w ort h
signific a nt ly le ss t ha n t he Princ ipa l Am ount a nd m a y e ve n be w ort hle ss. Any pa ym e nt s
on or de live rie s in re spe c t of t he N ot e s a re subje c t t o our c re dit risk .

All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded
upward or downward, as appropriate, to the nearest cent.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:

Final Value ­ Initial Value
Initial Value
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I nit ia l V a lue :
With respect to the QQQ Trust: $185.79.
With respect to the SPY Fund: $290.47.
With respect to the XBI Fund: $83.80.
The Initial Value of each Reference Asset equals its Closing Value on the Pricing Date, as determined by the
Calculation Agent and subject to adjustment as described under "General Terms of the Notes -- Anti-Dilution
Adjustments" in the product prospectus supplement.
TD SECURITIES (USA) LLC
P-4
Closing V a lue :
For each Reference Asset, the Closing Value will be the closing sale price or last reported sale price (or, in the
case of NASDAQ, the official closing price) for that Reference Asset on a per-share or other unit basis, on any
Trading Day for that Reference Asset or, if such Reference Asset is not quoted on any national securities
exchange on that day, on any other market system or quotation system that is the primary market for the
trading of such Reference Asset.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Ba rrie r V a lue :
With respect to the QQQ Trust, $130.053 (70.00% of its Initial Value).
With respect to the SPY Fund, $203.329 (70.00% of its Initial Value).
With respect to the XBI Fund, $58.660 (70.00% of its Initial Value).
Each Barrier Value is determined by the Calculation Agent and subject to adjustment as described under
"General Terms of the Notes-- Anti-Dilution Adjustments" in the product prospectus supplement.
Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Re fe re nc e Asse t :
other Reference Asset.
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge Cha nge :
Physic a l De live ry
With respect to the QQQ Trust, 5.3824 shares per Note.
Am ount :
with respect to the SPY Fund, 3.4427 shares per Note.
with respect to the XBI Fund, 11.9332 shares per Note.

The Physical Delivery Amount of each Reference Asset equals a number of shares of such Reference Asset
equal to the quotient of the Principal Amount divided by its Initial Level, as determined by the Calculation
Agent and as subject to adjustment as described herein. Any fractional share shall be paid in cash in an
amount equal to the product of such fraction and the Final Level of the Least Performing Reference Asset.
I nve st ors should not e t ha t t he va lue of t he Physic a l De live ry Am ount inve st ors re c e ive
on t he M a t urit y Da t e m a y be le ss t ha n t he pa ym e nt t ha t inve st ors w ould ha ve re c e ive d
ha d t he I ssue r inst e a d pa id a n a m ount in c a sh, a s a re sult of a ny de c re a se in t he m a rk e t
va lue of t he Le a st Pe rform ing Re fe re nc e Asse t during t he pe riod be t w e e n t he Fina l
V a lua t ion Da t e a nd t he M a t urit y Da t e .
M onit oring Pe riod:
Final Valuation Date Monitoring
T ra ding Da y:
A day on which the principal trading market(s) for each Reference Asset is open for trading, as determined by
the Calculation Agent.
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 the Notes, you agree, in the absence of a statutory or regulatory change or an administrative
determination or judicial ruling to the contrary, to treat the Notes, for U.S. federal income tax purposes, as
prepaid derivative contracts with respect to the Reference Assets. Pursuant to this approach, any Contingent
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Interest Payment that you receive should be included in ordinary income at the time you receive the payment
or when it accrues, depending on your regular method of accounting for U.S. federal income tax purposes.
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, as a constructive ownership transaction under Section 1260 of the Code or pursuant
to some other characterization, such that the timing and character of your income from the Notes could differ
materially and adversely from the treatment described above, as described further herein under "Material U.S.
Federal Income Tax Consequences" herein and in the product prospectus supplement under "Material U.S.
Federal Income Tax Consequences".
TD SECURITIES (USA) LLC
P-5
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.
Re c ord Da t e :
The Business Day preceding the relevant Contingent Interest Payment Date, provided that if you sell the Notes
in the secondary market on a Contingent Interest Observation Date, assuming the standard T+2 settlement, the
purchaser of the Notes shall be deemed to be the record holder as of the applicable record date and, therefore,
you will not be entitled to any payment attributable to that date.
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 DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as described
Se t t le m e nt :
under "Description of the Debt Securities--Forms of the Debt Securities" and "Ownership, Book-Entry
Procedures and Settlement" in the prospectus.
Ca na dia n Ba il -in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit Insurance
Corporation Act.
TD SECURITIES (USA) LLC
P-6
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-ES-ETF-1
(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" herein, "Additional Risk Factors Specific to the Notes" of the product prospectus
supplement and "Risk Factors" 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 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011260/form424b3.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
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The Toronto-Dominion Bank and its subsidiaries.
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-7
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 and other risks, please see "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement and "Risk Factors" in the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss a nd Y ou M a y Re c e ive Sha re s of t he Le a st Pe rform ing Re fe re nc e
Asse t in Lie u of Any Ca sh Pa ym e nt on t he M a t urit y Da t e .
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if
the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will receive a number
of shares of the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is expected to be less than the
Principal Amount and may even be worthless. The value of the Physical Delivery Amount received on the Maturity Date may be less than the
payment that investors would have received had the Issuer instead paid an amount in cash, as a result of any decrease in the market value of
the Least Performing Reference Asset during the period between the Final Valuation Date and the Maturity Date.
Y ou Will N ot Re c e ive Any Cont inge nt I nt e re st Pa ym e nt for Any Cont inge nt I nt e re st Pa ym e nt Da t e I f t he Closing
V a lue of Any Re fe re nc e Asse t on t he Corre sponding Cont inge nt I nt e re st Obse rva t ion Da t e I s Le ss T ha n it s
Cont inge nt I nt e re st Ba rrie r V a lue .
You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset on the
related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value. If the Closing Value of any Reference Asset is
less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date over the term of the Notes, you will not receive any
Contingent Interest Payments, and you will not receive a positive return on your Notes. Generally, this non-payment of any Contingent Interest
Payment will coincide with a greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Interest Payment on the
Maturity Date, you will receive the Physical Delivery Amount, the value of which is expected to be less than the Principal Amount and may even
be worthless.
T he Pot e nt ia l Posit ive Re t urn on t he N ot e s I s Lim it e d t o t he Cont inge nt I nt e re st Pa ym e nt s Pa id on t he N ot e s, I f
Any, Re ga rdle ss of Any Appre c ia t ion in t he Pric e of Any Re fe re nc e Asse t .
The potential positive return on the Notes is limited to any Contingent Interest Payments paid, meaning any positive return on the Notes will be
composed solely by the sum of any Contingent Interest Payments paid over the term of the Notes. Therefore, if the appreciation of any
Reference Asset exceeds the sum of any Contingent Interest Payments actually paid on the Notes, the return on the Notes will be less than the
return on a direct investment in such Reference Asset or in a security directly linked to the positive performance of such Reference Asset or in a
hypothetical investment in the stocks and other assets comprising a Reference Asset (the "Reference Asset Constituents").
Y our Re t urn 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.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. The
Notes do not provide for fixed interest payments and you may not receive any Contingent Interest Payments over the term of the Notes. Even if
you do receive one or more Contingent Interest Payments and your return on the Notes is positive, your return may be less than the return you
would earn if you bought a conventional, interest-bearing senior debt security of TD of comparable maturity or if you invested directly in any of
the Reference Assets or Reference Asset Constituents. Your investment may not reflect the full opportunity cost to you when you take into
account factors that affect the time value of money.
T he N ot e s M a y Be Aut om a t ic a lly Ca lle d Prior t o t he M a t urit y Da t e And Are Subje c t t o Re inve st m e nt Risk .
If your Notes are automatically called, no further payments will be owed to you under the Notes after the applicable Call Payment Date.
Therefore, because the Notes could be called as early as the first potential Call Payment Date, the holding period could be limited. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in
the event the Notes are automatically called prior to the Maturity Date. Furthermore, to the extent you are able to reinvest such proceeds in an
investment with a comparable return for a similar level of risk, you may incur transaction costs such as dealer discounts and hedging costs built
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into the price of the new notes.
I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t on Ea c h Cont inge nt I nt e re st Obse rva t ion Da t e
(I nc luding t he Fina l V a lua t ion Da t e ).
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance of each
Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is
mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each Reference Asset on
each Contingent Interest Observation Date (including the Final Valuation Date). Poor performance by any Reference Asset over the term of the
Notes will negatively affect your return and will not be offset or mitigated by a positive performance by any other Reference Asset. For instance,
if the Final Value of any Reference Asset is less than its Barrier Value on its Final Valuation Date, you will receive a number of shares of the
Least Performing Reference Asset equal to its Physical Delivery
TD SECURITIES (USA) LLC
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Amount, the decline in value of which is expected to be proportionate to the Least Performing Percentage Change, even if the Percentage
Change of another Reference Asset is positive or has not declined as much. Accordingly, your investment is subject to the market risk of each
Reference Asset.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of no
Cont inge nt I nt e re st Pa ym e nt s a nd Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if
t he N ot e s We re Link e d t o a Single Re fe re nc e Asse t .
The risk that you will not receive any Contingent Interest Payments and lose a significant portion or all of your initial investment in the Notes is
greater if you invest in the Notes than the risk of investing in substantially similar securities that are linked to the performance of only one
Reference Asset. With more Reference Assets, it is more likely that the Closing Value of any Reference Asset will be less than its Contingent
Interest Barrier Value on any Contingent Interest Observation Date and that the Final Value of any Reference Asset will be less than its Barrier
Value on the Final Valuation Date, than if the Notes were linked to a single Reference Asset.
In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in value to a Closing Value or Final Value, as applicable, that is less than its Contingent Interest Barrier Value or Barrier
Value on any Contingent Interest Observation Date (including the Final Valuation Date). Although the correlation of the Reference Assets'
performance may change over the term of the Notes, the economic terms of the Notes, including the Contingent Interest Rate, Contingent
Interest Barrier Value and Barrier Value are determined, in part, based on the correlation of the Reference Assets' performance calculated using
our internal models at the time when the terms of the Notes are finalized. All things being equal, a higher Contingent Interest Rate and lower
Contingent Interest Barrier Values and Barrier Values are generally associated with lower correlation of the Reference Assets. Therefore, if the
performance of a pair of Reference Assets is not correlated to each other or is negatively correlated, the risk that you will not receive any
Contingent Interest Payments or that the Final Value of any Reference Asset is less than its Barrier Value will occur is even greater, despite a
lower Barrier Value and Contingent Interest Barrier Value, and it is more likely that you will not receive any Contingent Interest Payments and
that you will lose a significant portion or all of your initial investment at maturity.
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 Least Performing 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 and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , 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
less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect 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 may make a market for the Notes; however, it is not required to do so and may stop any market-making
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activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous
to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of the
value of the then-current least performing Reference Asset and, as a result, you may suffer substantial losses.
T he Am ount s Pa ya ble on t he N ot e s Are N ot Link e d t o t he V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t a t Any
T im e Ot he r T ha n on t he Cont inge nt I nt e re st Obse rva t ion Da t e s (I nc luding t he Fina l V a lua t ion Da t e ) a nd Ca ll
Obse rva t ion Da t e s.
Any payments on the Notes will be based on the Closing Value of the Least Performing Reference Asset only on the Contingent Interest
Observation Dates (including the Final Valuation Date) and Call Observation Dates. Even if the market value of the Least Performing Reference
Asset appreciates prior to the relevant Contingent Interest Observation Date but then drops on that day to a Closing Value that is less than its
Contingent Interest Barrier Value, you will not receive any Contingent Interest Payment on the corresponding Contingent Interest Payment Date.
Similarly, the Payment at Maturity may be significantly less than it would have been had the Notes been linked to the Closing Value of the Least
Performing Reference Asset on a date other than the Final Valuation Date, and may be zero. Although the actual values of the Reference
Assets at other times during the term of the Notes may be higher than the values on one or more Contingent Interest Observation Dates
(including the Final Valuation Date) or Call Observation Dates, any Contingent Interest Payments on the Notes and the Payment at Maturity will
be based solely on the Closing Value of the Least Performing Reference Asset on the applicable Contingent Interest Observation Date
(including the Final Valuation Date) and Call Observation Dates.
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T he Cont inge nt I nt e re st Ra t e Will Re fle c t I n Pa rt t he V ola t ilit y of e a c h Re fe re nc e Asse t a nd M a y N ot Be Suffic ie nt
t o Com pe nsa t e Y ou for t he Risk of Loss a t M a t urit y.
Generally, the higher the Reference Assets' volatility, the more likely it is that the Closing Value of each Reference Asset could be less than its
Call Threshold Value or its Contingent Interest Barrier Value on a Call Observation Date or Contingent Interest Observation Date, or its Barrier
Value on its Final Valuation Date. Volatility means the magnitude and frequency of changes in the values of the Reference Assets. This greater
risk will generally be reflected in a higher Contingent Interest Rate for the Notes than the interest rate payable on our conventional debt
securities of comparable maturity. However, while the Contingent Interest Rate is set on the Pricing Date, the Reference Assets' volatility can
change significantly over the term of the Notes, and may increase. The value of any Reference Asset could fall sharply on the Contingent
Interest Observation Dates, resulting in few or no Contingent Interest Payments, or on the Final Valuation Date, resulting in a significant or entire
loss of principal.
T he re Are M a rk e t Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset, its investment advisor (each an
"Investment Advisor", and together, the "Investment Advisors"), the Reference Asset Constituents and their issuers (the "Reference Asset
Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry and
regulatory
developments,
management changes and decisions and other events, as well as general market factors, such as general stock and commodity market volatility
and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your own investigation into the
Investment Advisors and the Reference Assets for your Notes. For additional information, see "Information Regarding the Reference Assets" in
this pricing supplement and each Investment Advisor's SEC filings. We urge you t o re vie w fina nc ia l a nd ot he r inform a t ion file d
pe riodic a lly by t he I nve st m e nt Advisor w it h t he SEC.
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 Le ss T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is less 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 our 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
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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 when the terms of the Notes are set, which 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 less 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 Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss 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 less 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 less 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
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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 Pricing 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.
Cha nge s t ha t Affe c t t he T a rge t I nde x of a Re fe re nc e Asse t Will Affe c t t he M a rk e t V a lue of t he N ot e s a nd t he
Am ount Y ou Will Re c e ive a t M a t urit y.
The Reference Assets are exchange-traded funds ("ETFs") that seek to provide investment results that, before fees and expenses, correspond
generally to the price and yield performance of their Target Index. The policies of the sponsors of the Target Indices (each an "Index Sponsor",
and together, the "Index Sponsors") concerning the calculation of the Target Indices, additions, deletions or substitutions of the components of a
Target Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be
reflected in a Target Index and, therefore, could affect whether a Contingent Interest Payment is payable, the amount payable on the Notes at
maturity and the market value of the Notes prior to maturity. The amounts payable on the Notes and their market value could also be affected if
an Index Sponsor changes these policies, for example, by changing the manner in which it calculates a Target Index. Some of the risks that
relate to a Target Index of an ETF include those discussed in the product prospectus supplement, which you should review before investing in
the Notes.
T he Pe rform a nc e of a Re fe re nc e Asse t M a y N ot Corre la t e Wit h T ha t of it s T a rge t I nde x .
The performance of a Reference Asset will not exactly replicate the performance of its Target Index because such Reference Asset will reflect
transaction costs and fees that are not included in the calculation of the Target Index. It is also possible that a Reference Asset may not fully
replicate or may in certain circumstances diverge significantly from the performance of its Target Index due to the temporary unavailability of
certain securities in the secondary market, the performance of any derivative instruments contained in such Reference Asset, differences in
trading hours between such Reference Asset and its Target Index or due to other circumstances.
T he V a lue of a Re fe re nc e Asse t M a y N ot Com ple t e ly T ra c k it s N AV .
The net asset value ("NAV") of a Reference Asset may fluctuate with changes in the market value of its Reference Asset Constituents. The
market values of the Reference Asset Constituents may fluctuate in accordance with changes in NAV and supply and demand on the applicable
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