Obbligazione TD Bank 0% ( US89114QJR02 ) in USD

TD Bank

100 USD ⇌

Canada

US89114QJR02 ( in USD )

12/09/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QJR02 in USD 0%, scaduta

1 000 USD

5 798 000 USD

89114QJR0

N/A

La Toronto-Dominion Bank (TD Bank) è una delle più grandi banche del Canada, con una significativa presenza internazionale, offrendo una vasta gamma di servizi finanziari al dettaglio e commerciali.

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QJR02, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/09/2022

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QJR02, was rated NR by Moody's credit rating agency.

424B2 1 e75689_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 September 12, 2017 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$5,798,000
S&P 500® Index-Linked Capped Buffered Accelerator Notes
Due September 15, 2022

The Toronto-Dominion Bank ("TD" or "we") has offered the Capped Buffered Accelerator Notes (the "Notes") linked to the performance of the S&P 500®
Index (the "Reference Asset") described below.
The Notes provide 300% leveraged participation in the positive return of the Reference Asset if the level of the Reference Asset increases from the Initial
Level to the Final Level, subject to the Maximum Redemption Amount of $1,367.50. Investors will receive their Principal Amount at maturity if the Final Level
is below the Initial Level by up to 20%. If the Final Level is below the Initial Level by more than 20%, investors will lose 1% of the Principal Amount of the
Notes for each 1% decrease from the Initial Level to the Final Level of more than 20%, and may lose up to 80% of the Principal Amount of the Notes. Any
payments on the Notes are subject to our credit risk.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
The Notes will not be listed on any securities exchange.
T he Pa ym e nt a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Pe rc e nt a ge Cha nge is gre a t e r t ha n ze ro. T he
N ot e s do not gua ra nt e e t he re t urn of t he Princ ipa l Am ount a nd inve st ors m a y lose up t o 8 0 % of t he ir inve st m e nt in t he
N ot e s.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors"
be ginning on pa ge P-5 of t his pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-5 of
t he produc t prospe c t us supple m e nt M LN -EI -1 da t e d J une 3 0 , 2 0 1 6 (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors"
on pa ge 1 of t he prospe c t us da t e d J une 3 0 , 2 0 1 6 (t he "prospe c t us").
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on September 15, 2017, against payment in
immediately available funds.
The estimated value of your Notes at the time the terms of your Notes are set on the Pricing Date is $965.00 per Note, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P-6 and "Additional Information Regarding the Estimated Value of the Notes" on page P-19
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
$4.50
$995.50
Total
$5,798,000.00
$26,091.00
$5,771,909.00
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes
after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth
above. The return (whether positive or negative) on your investment in the Notes will depend in part on the public offering price you pay for such Notes.
1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the Notes in these accounts may be as low as $995.50 ( 99.55%) per Principal Amount of the
Notes.
2 TD Securities (USA) LLC ("TDS") and BNP Paribas Securities Corp. ("BNP") , and together with TDS, (the "Agents") will receive a commission of $4.50
(0.45%) per Note and will use a portion of that commission to allow selling concessions to other dealers in connection with the distribution of the Notes, or
has offered the Notes directly to investors. The Agents may resell the Notes to other securities dealers at the Principal Amount less a concession not in
excess of $4.50 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. In addition to the selling concession
allowed to BNP, BNP may pay up to $7.50 per Note to any such dealer as a distribution expense fee for each Note sold. TD will reimburse TD Securities
(USA) LLC ("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-18 of this pricing supplement.
T D SECU RI T I ES (U SA) LLC
BN P Pa riba s Se c urit ie s Corp.
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P-1

S& P 5 0 0 ® I nde x -Link e d Ca ppe d Buffe re d Ac c e le ra t or N ot e s
Due Se pt e m be r 1 5 , 2 0 2 2

Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities
T ype of N ot e :
Capped Buffered Accelerator Notes
T e rm :
Approximately 5 years
Re fe re nc e Asse t :
S&P 500® Index (Bloomberg Ticker: SPX)
CU SI P / I SI N :
89114QJR0 / US89114QJR02
Age nt s:
TDS and BNP
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 :
September 12, 2017
I ssue Da t e :
September 15, 2017
V a lua t ion Da t e :
September 12, 2022, subject to postponement for market and other disruptions, as described in the
product prospectus supplement
M a t urit y Da t e :
September 15, 2022, subject to postponement for market and other disruptions, as described in the
product prospectus supplement
Pa ym e nt a t M a t urit y:
If, on the Valuation Date, the Percentage Change is posit ive , then the investor will receive an
amount per $1,000 Principal Amount of the Notes equal to the lesser of :
(i) Principal Amount + (Principal Amount x Percentage Change x Leverage Factor); and
(ii) The Maximum Redemption Amount
If, on the Valuation Date, the Percentage Change is le ss t ha n or e qua l t o 0 % , but not by
m ore t ha n t he Buffe r Pe rc e nt a ge (that is, the Percentage Change is between 0% and -20%),
then the investor will receive only $1,000 per $1,000 Principal Amount of the Notes.
If, on the Valuation Date, the Percentage Change is ne ga t ive by m ore t ha n the Buffer
Percentage (that is, the Percentage Change is between -20% and -100%), then the investor will
receive less than $1,000 per $1,000 Principal Amount of the Notes, calculated using the following
formula:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
I f t he Fina l Le ve l is le ss t ha n Buffe r Le ve l, t he inve st or w ill re c e ive le ss t ha n t he
Princ ipa l Am ount of t he N ot e s a t m a t urit y a nd m a y lose a subst a nt ia l port ion of
t he ir inve st m e nt .
All amounts used in or resulting from any calculation relating to the Notes, including the Payment at
Maturity, will be rounded upward or downward as appropriate, to the nearest cent.
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TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-2

Pe rc e nt a ge Cha nge :
The Percentage Change is the quotient, expressed as a percentage, of the following formula:
Final Level Initial Level
Initial Level
I nit ia l Le ve l:
2,496.48
Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date
Closing Le ve l of t he Re fe re nc e
The Closing Level of the Reference Asset will be the official Closing Level of the Reference Asset or
Asse t
any successor index (as defined in the accompanying product prospectus supplement) published by
the Index Sponsor (as defined in the accompanying product prospectus supplement) on any Trading
Day for the Reference Asset.
Le ve ra ge Fa c t or:
300%
Buffe r Pe rc e nt a ge :
20%, which is equal to the amount, expressed in percentage terms, by which the Buffer Level is below
the Initial Level
Buffe r Le ve l:
1,997.184, which is 80% of the Initial Level
M onit oring Pe riod:
Final Valuation Date Monitoring
M a x im um Re de m pt ion Am ount : $1,367.50 per Principal Amount of the Notes (136.75% of the Principal Amount of the Notes). As a
result of the Maximum Redemption Amount, the maximum return at maturity of the Notes in excess of
the Principal Amount will be 36.75% of the Principal Amount of the Notes (assuming a public offering
price of $1,000).
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor
a day on which banking institutions are authorized or required by law to close in New York City or
Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory, regulatory, administrative or
judicial ruling to the contrary, to characterize the Notes, for U.S. federal income tax purposes, as pre-
paid derivative contracts with respect to the Reference Asset. 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 in the manner described above. However, because there is no
authority that specifically addresses the tax treatment of the Notes, it is possible that your Notes could
alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant
to some other characterization, and the timing and character of your income from the Notes could
differ materially from the treatment described above, as discussed further under "Supplemental
Discussion of U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental
Discussion of Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed 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
BNP Paribas Securities Corp.

P-3
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Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement, relating to our
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 the following hierarchy will govern: first, this pricing
supplement; second, the product prospectus supplement; and last, the prospectus. The Notes vary from the terms described in the product
prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-5 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" beginning on page PS-5 of the product prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the
Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has
changed, by reviewing our filings for the relevant date on the SEC website):

Prospectus dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Product Prospectus Supplement MLN-EI-1 dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216015847/e70323_424b2.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries. Alternatively, The Toronto-Dominion Bank, any Agent or any dealer participating in this offering
will arrange to send you the product prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.

TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-4
Additional Risk Factors
The Notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most significant risks relating
to the terms of the Notes. For additional information as to these risks, please see the product prospectus supplement and the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
Princ ipa l a t Risk .
Investors in the Notes could lose up to 80% of their Principal Amount if there is a decline in the level of the Reference Asset. Specifically, you
will lose 1% of the Principal Amount of your Notes for each 1% that the Final Level is less than the Initial Level by more than the Buffer
Percentage.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Low e r t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of
Com pa ra ble M a t urit y.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a
comparable maturity. The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other
investments. Even if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest
bearing debt security of TD.
Y our Re t urn Will Be Lim it e d By T he M a x im um Re de m pt ion Am ount And M a y Be Low e r T ha n T he Re t urn On A
H ypot he t ic a l Dire c t I nve st m e nt I n T he Re fe re nc e Asse t .
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The opportunity to participate in the possible increases in the level of the Reference Asset through an investment in the Notes will be limited
because the Payment at Maturity will not exceed the Maximum Redemption Amount. Furthermore, the effect of the Leverage Factor will not be
taken into account for any Final Level of the Reference Asset exceeding the level at which the Maximum Redemption Amount is reached,
regardless of how much the Reference Asset appreciates. Accordingly, your return on the Notes may be less than your return would be if you
made an investment in a note directly linked to the performance of the Reference Asset or made a hypothetical investment in the Reference
Asset, or the stocks comprising the Reference Asset (the "Reference Asset Constituents").
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes on the Maturity Date and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, the underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect underwriting discounts, mark-ups and other transaction costs, such as a discount to account for costs
associated with establishing or unwinding any related hedge transaction. In addition, because an affiliate of BNP is to conduct hedging activities
for us in connection with the Notes, that Agent's affiliate may profit in connection with such hedging activities and such profit, if any, will be in
addition to the compensation that the Agent and its affiliates receives for the sale of the Notes to you. You should be aware that the potential to
earn fees in connection with hedging activities may create a further incentive for the Agent to sell the Notes to you in addition to the
compensation they and their affiliates would receive for the sale of the 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. The Agents and their
respective affiliates may make a market for the Notes; however, they are not required to do so. The Agents and their respective affiliates may
stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade
at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid
and ask prices for your Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the Principal Amount irrespective of the
level of the Reference Asset, and as a result, you may suffer substantial losses.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-5
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not result
in a comparable change in the market value of your Notes. Even if the level of the Reference Asset increases above the Initial Level during the
life of the Notes, the market value of your Notes may not increase by the same amount and could decline.
T he Re fe re nc e Asse t is Pric e Re t urn Only a nd Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s.
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of
the Reference Asset Constituents would have. The Reference Asset measures price return only and is not a total return index or strategy,
meaning the Final Level will not reflect any dividends paid on the Reference Asset Constituents.
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Low e r T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is lower than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
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determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional fixed-rate
debt securities and the borrowing rate we would pay for its conventional fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional fixed-rate debt
securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the
economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an
internal funding rate for the Notes is expected to increase the estimated value of the Notes at any time.
T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models. Our pricing models take into account a number of variables,
such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are not evaluated or
verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial
institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other
financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your
Notes may be materially lower than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Low e r T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agents, other affiliates of ours or third parties may be willing
to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The
price at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot
be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the
estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities
trade in the secondary market, and do not take into account our various costs and expected profits associated with selling and structuring
the Notes, as well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the public
offering price of your Notes. As a result, the price at which the Agents, other affiliates of ours or third parties may be willing to purchase the
Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the
Maturity Date could result in a substantial loss to you.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-6
T he T e m pora ry Pric e a t Whic h An 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 an Agent may initially buy or sell the Notes in
the secondary market (if an 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 an Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment on the Notes. We will serve as the Calculation Agent and
may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when
performing its functions and may take into consideration our ability to unwind any related hedges. Since this discretion by the Calculation Agent
may affect payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the
Calculation Agent may have to determine whether a market disruption event affecting the Reference Asset has occurred. This determination
may, in turn, depend on the Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our
affiliates to unwind our hedge positions. Since this determination by the Calculation Agent will affect the payment on the Notes, the Calculation
Agent may have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role,
see "General Terms of the Notes -- Role of Calculation Agent" in the product prospectus supplement.
M a rk e t Disrupt ion Eve nt s a nd Adjust m e nt s.
The Maturity Date and the Valuation Date are subject to adjustment as described in the product prospectus supplement due to the occurrence
of one or more market disruption events. For a description of what constitutes a market disruption event as well as the consequences of that
market disruption event, see "General Terms of the Notes--Market Disruption Events" in the product prospectus supplement.
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We H a ve N o Affilia t ion w it h Any I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by Any I nde x
Sponsor.
S&P Dow Jones Indices LLC, a division of The McGraw-Hill Companies, Inc., the sponsor of the S&P 500® Index, (the "Index Sponsor") is not
an affiliate of ours or will be involved in any offerings of the Notes in any way. Consequently, we have no control of any actions of the Index
Sponsor, including any actions of the type that would require the Calculation Agent to adjust the payment to you at maturity. The Index Sponsor
does not have any obligation of any sort with respect to the Notes. Thus, the Index Sponsor has no obligation to take your interests into
consideration for any reason, including in taking any actions that might affect the value of the Notes. None of our proceeds from any issuance of
the Notes will be delivered to the Index Sponsor, except to the extent that we are required to pay the Index Sponsor licensing fees with respect
to the Reference Asset.
T ra ding Ac t ivit ie s by t he Ba nk or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of t he N ot e s.
We or one or more affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative instruments
with returns linked or related to changes in the level of the Reference Asset or the Reference Asset Constituents, and we may adjust these
hedges by, among other things, purchasing or selling securities, futures, options or other derivative instruments at any time. It is possible that
we or one or more of our affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines.
We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or
related to changes in the performance of the Reference Asset or the Reference Asset Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We and one or more of our affiliates and the Agents and their affiliates may, at present or in the future, engage in business with the issuers of
the equity securities included in the Reference Asset or the component stocks of any index that is included in the Reference Asset, 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' or the Agents and their
affiliates' obligations and your interests as a holder of the Notes. Moreover, we and our affiliates and the Agents and their affiliates may have
published, and in the future expect to publish, research reports with respect to the Reference Asset or the Reference Asset Constituents. This
research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with
purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates or the Agents or their affiliates may affect the level
of the Reference Asset or the Reference Asset Constituents and, therefore, the market value of the Notes.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-7
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 "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.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the
product prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences." If you are not a Non-resident Holder (as that
term is defined in the prospectus) 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.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-8
Hypothetical Returns
The examples and graph set out below are included for illustration purposes only and are hypothetical examples only: amounts below may have
been rounded for ease of analysis. The hypot he t ic a l Percentage Changes of the Reference Asset used to illustrate the calculation of the
Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of the Initial Level, the Final Level or the level of the
Reference Asset on any trading day prior to the Maturity Date. All examples assume a Buffer Percentage of 20% (the Buffer Level is 80% of the
Initial Level), a Leverage Factor of 300%, a Maximum Redemption Amount of $1,367.50, that a holder purchased Notes with an aggregate
Principal Amount of $1,000 and that no market disruption event occurs on the Valuation Date. The actual terms of the Notes are indicated on
the cover hereof.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive.

Percentage Change:
2.00%
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Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x 2.00% x 300.00%) or (ii) Maximum Redemption
Amount
= the lesser of (i) $1,000.00 + ($1,000.00 x 2.00% x 300.00%) = $1,000.00 + $60.00 =
$1,060.00 or (ii) $1,367.50.
= $1,060.00

On a $1,000.00 investment, a 2.00% Percentage Change results in a Payment at Maturity of $1,060.00, a 6.00% return on
the Notes.
Example 2--
Calculation of the Payment at Maturity where the Percentage Change is positive (and the Payment at Maturity is subject to
the Maximum Redemption Amount).

Percentage Change:
20.00%

Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x 20.00% x 300.00%) or (ii) Maximum Redemption
Amount
= the lesser of (i) $1,000.00 + $600.00 = $1,600.00 or (ii) $1,367.50.
= $1,367.50

On a $1,000.00 investment, a 20.00% Percentage Change results in a Payment at Maturity equal to the Maximum
Redemption Amount of $1,367.50, a 36.75% return on the Notes.
Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Buffer
Percentage).

Percentage Change:
-8.00%

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

On a $1,000.00 investment, a -8.00% Percentage Change results in a Payment at Maturity of $1,000.00, a 0.00% return on
the Notes.
Example 4--
Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Buffer Percentage).

Percentage Change:
-35.00%

Payment at Maturity:
$1,000.00 + [$1,000.00 x (-35.00% + 20.00%)] = $1,000.00 - $150.00 = $850.00

On a $1,000.00 investment, a -35.00% Percentage Change results in a Payment at Maturity of $850.00, a -15.00% return on
the Notes.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-9

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

H ypot he t ic a l Pe rc e nt a ge
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l Re t urn on
Cha nge
a t M a t urit y ($ )
N ot e s (% )
100.00%
$1,367.50
36.75%
75.00%
$1,367.50
36.75%
50.00%
$1,367.50
36.75%
15.00%
$1,367.50
36.75%
12.25%
$1,367.50
36.75%
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10.00%
$1,300.00
30.00%
5.00%
$1,150.00
15.00%
3.00%
$1,090.00
9.00%
2.00%
$1,060.00
6.00%
1.00%
$1,030.00
3.00%
0.00%
$1,000.00
0.00%
-2.00%
$1,000.00
0.00%
-5.00%
$1,000.00
0.00%
-7.00%
$1,000.00
0.00%
-10.00%
$1,000.00
0.00%
-20.00%
$1,000.00
0.00%
-30.00%
$900.00
-10.00%
-40.00%
$800.00
-20.00%
-50.00%
$700.00
-30.00%
-75.00%
$450.00
-55.00%
-100.00%
$200.00
-80.00%
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-10
Information Regarding the Reference Asset

All disclosures contained in this pricing supplement regarding the Reference Asset, including, without limitation, its make up, method of
calculation, and changes in its components, have been derived from publicly available sources. The information reflects the policies of, and is
subject to change by, S&P Dow Jones Indices LLC ("S&P"). S&P, which owns the copyright and all other rights to the Reference Asset, has no
obligation to continue to publish, and may discontinue publication of, the Reference Asset. The consequences of S&P discontinuing publication
of the Reference Asset are discussed in the section of the product prospectus supplement entitled "General Terms of the Notes--Unavailability
of the Level of the Reference Asset." Neither we nor TDS accepts any responsibility for the calculation, maintenance or publication of the
Reference Asset or any successor index.

The Reference Asset is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the
Reference Asset is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time
compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941
through 1943.

S&P chooses companies for inclusion in the Reference Asset with the aim of achieving a distribution by broad industry groupings that
approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which
S&P uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P include the viability of the particular
company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that
company's common stock generally is responsive to changes in the affairs of the respective industry, and the market value and trading activity of
the common stock of that company.

Effective March 10, 2017, company additions to the Reference Asset should have an unadjusted company market capitalization of $6.1 billion or
more (an increase from the previous requirement of an unadjusted company market capitalization of $5.3 billion or more).

As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the Reference Asset. Issuers of Reference
Asset Constituents prior to July 31, 2017 with multiple share class lines will be grandfathered such that they will continue to be included in the
Reference Asset. If a constituent company of the Reference Asset reorganizes into a multiple share class line structure, that company will
remain in the Reference Asset at the discretion of the S&P Index Committee in order to minimize turnover.

S&P calculates the Reference Asset by reference to the prices of the Reference Asset Constituents without taking account of the value of
dividends paid on those stocks. As a result, the return on the Notes will not reflect the return you would realize if you actually owned the
Reference Asset Constituents and received the dividends paid on those stocks.

Com put a t ion of t he Re fe re nc e Asse t

While S&P currently employs the following methodology to calculate the Reference Asset, no assurance can be given that S&P will not modify or
change this methodology in a manner that may affect the Payment at Maturity.

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Historically, the market value of any Reference Asset Constituent was calculated as the product of the market price per share and the number of
then outstanding shares of such component stock. In March 2005, S&P began shifting the Reference Asset halfway from a market capitalization
weighted formula to a float-adjusted formula, before moving the Reference Asset to full float adjustment on September 16, 2005. S&P's criteria
for selecting the Reference Asset Constituents did not change with the shift to float adjustment. However, the adjustment affects each
company's weight in the Reference Asset.

Under float adjustment, the share counts used in calculating the Reference Asset reflect only those shares that are available to investors, not all
of a company's outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies
or government agencies.

In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners," were
removed from the float for purposes of calculating the Reference Asset. Generally, these "control holders" will include officers and directors,
private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders
of restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock,
government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake
in a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and
ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies, asset managers
and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.

Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of
the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and Canadian
exchangeable shares are normally part of the float unless those shares form a control block. If a company has multiple classes of stock
outstanding, shares in an unlisted or non-traded class are treated as a control block.
TD SECURITIES (USA) LLC
BNP Paribas Securities Corp.

P-11

For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares outstanding. As of
September 21, 2012, available float shares are defined as the total shares outstanding less shares held by control holders. This calculation is
subject to a 5% minimum threshold for control blocks. For example, if a company's officers and directors hold 3% of the company's shares, and
no other control group holds 5% of the company's shares, S&P would assign that company an IWF of 1.00, as no control group meets the 5%
threshold. However, if a company's officers and directors hold 3% of the company's shares and another control group holds 20% of the
company's shares, S&P would assign an IWF of 0.77, reflecting the fact that 23% of the company's outstanding shares are considered to be
held for control. For companies with multiple classes of stock, S&P calculates the weighted average IWF for each stock using the proportion of
the total company market capitalization of each share class as weights.

The Reference Asset is calculated using a base-weighted aggregate methodology. The level of the Reference Asset reflects the total market
value of all 500 component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the
results of this calculation in order to make the level easier to use and track over time. The actual total market value of the component stocks
during the base period of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941-43 =
10. In practice, the daily calculation of the Reference Asset is computed by dividing the total market value of the component stocks by the "index
divisor." By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the Reference Asset, it serves as a link to
the original base period level of the Reference Asset. The index divisor keeps the Reference Asset comparable over time and is the
manipulation point for all adjustments to the Reference Asset, which is index maintenance.

I nde x M a int e na nc e

Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock
dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock
dividends, require changes in the common shares outstanding and the stock prices of the companies in the Reference Asset, and do not require
index divisor adjustments.

To prevent the level of the Reference Asset from changing due to corporate actions, corporate actions which affect the total market value of the
Reference Asset require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the Reference
Asset remains constant and does not reflect the corporate actions of individual companies in the Reference Asset. Index divisor adjustments are
made after the close of trading and after the calculation of the Reference Asset Closing Level.

Changes in a company's shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or
exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock
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Document Outline

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