Obligation TD Bank 0% ( US89114QW615 ) en USD

TD Bank

100 % ⇌

Canada

US89114QW615 ( en USD )

30/06/2021 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114QW615 en USD 0%, échue

1 000 USD

44 000 USD

89114QW61

N/A

La Toronto-Dominion Bank (TD Bank) est une banque multinationale canadienne offrant une vaste gamme de services financiers, notamment des services bancaires de détail, des services bancaires aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux, au Canada et aux États-Unis.

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114QW615, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2021

424B5 1 form424b5.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(5 )
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 28, 2019 to the
Product Prospectus Supplement MLN -ES -ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019

The Toronto-Dominion Bank

$44,000 iShares® MSCI Emerging Markets ETF-Linked Capped Leveraged Buffered Notes due June 30, 2021
$24,000 iShares® MSCI EAFE ETF-Linked Capped Leveraged Buffered Notes due June 30, 2021

The Toronto -Dominion Bank ("TD" or "we") has offered two separate offerings of Capped Leveraged Buffered Notes (the "Notes"), each linked to the performance of an exchange -traded
fund (each, a "Reference Asset") described below.
The Notes provide leveraged participation in the positive return of the Reference Asset if the level of the Reference Asset increases from the Initial Level to the Final Level, subject to the
applicable Maximum Redemption Amount. Investors will receive their Principal Amount at maturity if the Final Level is below the Initial Level by up to the Buffer Percentage. If the Final
Level is below the Initial Level by more than the Buffer Percentage, investors will lose 1% of the Principal Amount of the Notes for each 1% decrease from the Initial Level to the Final
Level of more than the Buffer Percentage, and may lose some or almost all of their investment in the Notes. Any payments on the Notes are subject to our credit risk.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S.
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be listed or displayed on any securities
exchange or electronic communications network.
T he Pa ym e nt a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Pe rc e nt a ge Cha nge is gre a t e r t ha n ze ro. T he N ot e s do not gua ra nt e e t he
re t urn of t he Princ ipa l Am ount a nd inve st ors m a y lose som e or a lm ost a ll of t he ir inve st m e nt in t he N ot e s. Any pa ym e nt s on t he N ot e s a re subje c t t o our
c re dit risk .
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P -6 of t his
pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-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 .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on July 5, 2019, against payment in immediately available funds.
T his pric ing supple m e nt re la t e s t o t w o se pa ra t e N ot e s offe rings. Ea c h offe ring of t he N ot e s is link e d t o it s ow n Re fe re nc e Asse t a nd ha s it s ow n I nit ia l
Le ve l, Le ve ra ge Fa c t or, Buffe r Pe rc e nt a ge , Buffe r Le ve l, Ca p Le ve l a nd M a x im um Re de m pt ion Am ount . T he pe rform a nc e of e a c h offe ring of t he N ot e s w ill
not de pe nd on t he pe rform a nc e of a ny ot he r N ot e offe ring.
Bloom be rg
I nit ia l
Buffe r
Ca p Le ve l/
Re fe re nc e Asse t
Le ve ra ge Fa c t or
Buffe r Le ve l
CU SI P/I SI N
T ic k e r
Le ve l
Pe rc e nt a ge
M a x im um Re de m pt ion Am ount
iShares ® MSCI Emerging
$38.619, which is 90% of the
89114QW61 /
Markets ETF ("EEM", such
EEM
$42.91
200%
10%
112.30% / $1,246.00
Initial Level
US89114QW615
Notes the "EEM Notes")
iShares ® MSCI EAFE ETF
$59.157, which is 90% of the
89114QW79 /
("EFA", such Notes the "EFA
EFA
$65.73
200%
10%
110.40% / $1,208.00
Initial Level
US89114QW797
Notes")
Public Offe ring Pric e ( 1 )
U nde rw rit ing Disc ount (1 )(2 )
Proc e e ds t o T D (2 )
N ot e s Offe ring
T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
EEM Notes
$44,000.00
$1,000.00
$220.00
$5.00
$43,780.00
$995.00
EFA Notes
$24,000.00
$1,000.00
$120.00
$5.00
$23,880.00
$995.00
The estimated value of the Notes at the time the terms of your Notes were set on the Pricing Date, based on our internal pricing models, was (i) $991.00 for the EEM Notes and (ii)
$990.00 for the EFA Notes, as discussed further under "Additional Risk Factors -- Estimated Value" beginning on page P -7 and "Additional Information Regarding the Estimated Value of
the Notes" on page P -33 of this pricing supplement. The estimated value is less than the public offering price of the Notes.
The public offering price, underwriting discount and proceeds to TD listed above for each Note offering 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 $995.00 (99.50%) per $1,000.00 Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") has agreed to purchase the Notes from TD at the public offering price less an underwriting discount of $5.00 (0.50%) per Note and will use all of that commission to allow selling
concessions to other registered broker-dealers in connection with the distribution of the Notes. The underwriting discount represents the selling concessions for other dealers in connection with the distribution of the
Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. TD has agreed to reimburse TDS for certain expenses in connection with its role in the offer and sale of the
Notes, and TD has agreed to pay TDS a fee in connection with its role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
T D SECU RI T I ES (U SA) LLC
P-1
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Ca ppe d Le ve ra ge d Buffe re d N ot e s

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.
This pricing supplement relates to two separate Notes offerings. Each offering of the Notes is linked to its own Reference Asset and has its own
Initial Level, Leverage Factor, Buffer Percentage, Buffer Level, Cap Level and Maximum Redemption Amount. The performance of each Note
offering will not depend on the performance of any other Note offering.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Capped Leveraged Buffered Notes
T e rm :
Approximately 2 years
Re fe re nc e Asse t &
Shares of an Exchange-traded Fund (an "ETF"), as indicated on the cover hereof.
CU SI P/I SI N :
T a rge t I nde x :
With respect to the EEM Notes and EEM, the MSCI® Emerging Markets IndexSM.
With respect to EFA Notes and EFA, the MSCI® EAFE IndexSM.
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 28, 2019
I ssue Da t e :
July 5, 2019, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market
generally are required to settle in two Business Days ("T+2"), unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes in the secondary market on any
date prior to two Business Days before delivery of the Notes will be required, by virtue of the fact that
each Note initially will settle in three Business Days ("T+3"), to specify alternative settlement
arrangements to prevent a failed settlement of the secondary market trade.
V a lua t ion Da t e :
June 28, 2021, subject to postponement for market and other disruptions under "Market Disruption
Events" herein.

If the Valuation Date is not a Trading Day, the Valuation Date will be the next following Trading Day. A
disruption event or other postponement for a particular Note offering will not be a disruption event for
any other Note offering.
M a t urit y Da t e :
June 30, 2021, or if such day is not a Business Day, the Maturity Date will be the next following
Business Day. If the Valuation Date is postponed for a particular offering, the Maturity Date for such
offering will also be postponed to maintain the same number of Business Days between such dates as
existed prior to the postponement(s).

A disruption event or other postponement for a particular Note offering will not be a disruption event for
any other Note offering.
T D SECU RI T I ES (U SA) LLC
P-2
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 :
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(i) Principal Amount + (Principal Amount x Percentage Change x Leverage Factor); and
(ii) The Maximum Redemption Amount
If, on the Valuation Date, the Percentage Change is le ss t ha n or e qua l t o 0 % , but not by m ore
t ha n t he Buffe r Pe rc e nt a ge (that is, the Percentage Change is between 0% and -10%), then the
investor will receive only $1,000 per $1,000 Principal Amount of the Notes.
If, on the Valuation Date, the Percentage Change is ne ga t ive by m ore t ha n the Buffer Percentage
(that is, the Percentage Change is between -10% and -100%), then the investor will receive less than
$1,000 per $1,000 Principal Amount of the Notes, calculated using the following formula:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
I f t he Fina l Le ve l is le ss t ha n Buffe r Le ve l, t he inve st or w ill re c e ive le ss t ha n t he
Princ ipa l Am ount of t he N ot e s a t m a t urit y a nd m a y lose a subst a nt ia l port ion of t he ir
inve st m e nt .
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 :
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, Le ve ra ge Fa c t or,
N ot e s
I nit ia l
Buffe r
Buffe r Le ve l (2)
Le ve ra ge
Buffe r Pe rc e nt a ge a nd Buffe r
Offe ring
Le ve l (1)(2)
Pe rc e nt a ge
Fa c t or
Le ve l:
$38.619, which is 90% of the Initial
EEM Notes
$42.91
10%
200%
Level
$59.157, which is 90% of the Initial
EFA Notes
$65.73
10%
200%
Level
(1) The Initial Level is the Closing Level of the Reference Asset on the Pricing Date.
(2) The Initial Level and the Buffer Level are subject to adjustment as described under "Anti-Dilution
Adjustments" herein.
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 sale price or last reported sale price (or, in the case of NASDAQ, the official closing price)
Asse t :
for the Reference Asset on a per-share or other unit basis, on any Trading Day for the 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.
M onit oring Pe riod:
Valuation Date Monitoring
Ca p Pric e & M a x im um
N ot e s Offe ring
Ca p Le ve l (1)
M a x im um Re de m pt ion Am ount
Re de m pt ion Am ount :
(pe r Se c urit y) (1)
$48.18793, which is 112.30% of the
EEM Notes
$1,246.00
Initial Level
$72.56592, which is 110.40% of the
EFA Notes
$1,208.00
Initial Level

(1) The Cap Level is subject to adjustment as described under "Anti-Dilution Adjustments" herein.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law to close in New York City or Toronto.
T D SECU RI T I ES (U SA) LLC
P-3
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S. federal
income tax purposes, as prepaid derivative contracts with respect to the Reference Asset. Based on
certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham
& Taft LLP, is of the opinion that it would be reasonable to treat the Notes in the manner described
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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, and the timing and character of your income from the Notes
could differ materially and adversely from the treatment described above, as discussed further under
"Material U.S. Federal Income Tax Consequences" herein and in the product prospectus supplement.
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as
described under "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.
T D SECU RI T I ES (U SA) LLC
P-4
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,
relating to our Senior Debt Securities, Series E, of which each of the Note offerings 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 two separate Note offerings and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-6 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" of the product prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the Notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you
invest in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by
reviewing our filings for the relevant date on the SEC website):
¦
Prospectus dated June 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
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.
T D SECU RI T I ES (U SA) LLC
P-5
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 each offering of the Notes, unless otherwise specified. For additional information as to these risks, please see "Additional Risk
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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.
Princ ipa l a t Risk .
Investors in the Notes could lose some or almost all of their Principal Amount if there is a decline in the level of the Reference Asset.
Specifically, you will lose 1% of the Principal Amount of your Notes for each 1% that the Final Level is less than the Initial Level by more than
the Buffer Percentage and you could lose almost all of your investment.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Le ss t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of
Com pa ra ble M a t urit y.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a
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 Le ss T ha n T he Re t urn On A
H ypot he t ic a l Dire c t I nve st m e nt I n T he Re fe re nc e Asse t .
The opportunity to participate in the possible increases in the level of the Reference Asset through an investment in the Notes will be limited
because the Payment at Maturity will not exceed the applicable Maximum Redemption Amount. Furthermore, the effect of the Leverage Factor
will not be taken into account for any Final Level of the Reference Asset exceeding the Cap Level, regardless of how much the Reference Asset
appreciates. Accordingly, your return on the Notes may be less than your return would be if you made an investment in a note directly linked to
the performance of the Reference Asset or made a hypothetical investment in the Reference Asset, or the stocks comprising the Reference
Asset (the "Reference Asset Constituents").
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes on the Maturity Date and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , if a ny, Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry
M a rk e t Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
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 any dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or
trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the Principal Amount irrespective of the
level of the Reference Asset, and as a result, you may suffer substantial losses.
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not result
in a comparable change in the market value of your Notes. Even if the level of the Reference Asset increases above the Initial Level during the
life of the Notes, the market value of your Notes may not increase by the same amount and could decline.
T D SECU RI T I ES (U SA) LLC
P-6
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T he Pa ym e nt a t M a t urit y I s N ot Link e d t o t he Closing Le ve l of t he Re fe re nc e Asse t a t Any T im e Ot he r t ha n t he
V a lua t ion Da t e .
The Final Level will be based on the closing level of the Reference Asset on the Valuation Date, as may be adjusted as described herein.
Therefore, if the closing level of the Reference Asset dropped precipitously on the Valuation Date, the Payment at Maturity for your Notes may
be significantly less than it would have been had the Payment at Maturity been linked to the closing level of the Reference Asset prior to such
drop. Although the actual closing level of the Reference Asset on the Maturity Date or at other times during the life of your Notes may be higher
than its closing level on the Valuation Date, you will not benefit from the closing level of the Reference Asset at any time other than the Valuation
Date.
We M a y Se ll a n Addit iona l Aggre ga t e Princ ipa l Am ount of t he N ot e s a t a Diffe re nt Public Offe ring Pric e .
At our sole option, we may decide to sell an additional aggregate principal amount of the Notes subsequent to the date of the final pricing
supplement. The public offering price of the Notes in the subsequent sale may differ substantially (higher or lower) from the original public
offering price you paid as provided on the cover of the final pricing supplement.
I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Princ ipa l Am ount , t he Re t urn on Y our I nve st m e nt Will Be Le ss T ha n t he
Re t urn on N ot e s Purc ha se d a t Princ ipa l Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will be
N e ga t ive ly Affe c t e d.
The Payment at Maturity will not be adjusted based on the public offering price you pay for the Notes. If you purchase Notes at a price that
differs from the Principal Amount of the Notes, then the return on your investment in such Notes held to the Maturity Date will differ from, and
may be substantially less than, the return on Notes purchased at principal amount. If you purchase your Notes at a premium to Principal Amount
and hold them to the Maturity Date, the return on your investment in the Notes will be less than it would have been had you purchased the Notes
at Principal Amount or a discount to Principal Amount. In addition, the impact of the Buffer Level and the Cap Level on the return on your
investment will depend upon the price you pay for your Notes relative to Principal Amount. For example, if you purchase your Notes at a
premium to Principal Amount, the Cap Level will only permit a lower positive return on your investment in the Notes than would have been the
case for Notes purchased at Principal Amount or a discount to Principal Amount. Similarly, the Buffer Level, while still providing some protection
for the return on the Notes, will allow a greater percentage decrease in your investment in the Notes than would have been the case for Notes
purchased at Principal Amount or a discount to Principal Amount.
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 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 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 D SECU RI T I ES (U SA) LLC
P-7
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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.
T he T e m pora ry Pric e a t Whic h T he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as discussed further
under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy or sell the Notes
in the secondary market may not be indicative of future prices of your Notes.
T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors.
When we refer to the market value of your Notes, we mean the value that you could receive for your Notes if you chose to sell them in the open
market before the Maturity Date. A number of factors, many of which are beyond our control, will influence the market value of your Notes,
including:
·
the level of the Reference Asset;
·
the volatility i.e., the frequency and magnitude of changes in the level of the Reference Asset;
·
the dividend rates, if applicable, of the Reference Asset Constituents ;
·
economic, financial, regulatory and political, military or other events that may affect the prices of any of the Reference Asset
Constituents and thus the level of the Reference Asset;
·
the correlation among the Reference Asset Constituents;
·
interest rate and yield rates in the market;
·
the time remaining until maturity;
·
any fluctuations in the exchange rate between currencies in which the Reference Asset Constituents are quoted and traded and the
U.S. dollar; and
·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or
changes in other credit measures.
These factors will influence the price you will receive if you sell your Notes before maturity, including the price you may receive for your Notes in
any market-making transaction. If you sell your Notes prior to maturity, you may receive less than the Principal Amount of your Notes.
The future levels of the Reference Asset cannot be predicted. The actual change in the level of the Reference Asset over the life of the Notes,
as well as the Payment at Maturity, may bear little or no relation to the hypothetical historical closing levels of the Reference Asset or to the
hypothetical examples shown elsewhere in this pricing supplement.
We H a ve N o Affilia t ion w it h t he I nve st m e nt Advise r or t he T a rge t I nde x Sponsor a nd Will N ot Be Re sponsible for
Any Ac t ions t a k e n by Suc h Ent it y.
Neither the Investment Adviser nor the Target Index Sponsor is an affiliate of ours and neither will be involved in the Notes offering in any way.
Consequently, we have no control over the actions of such entities, including any actions of the type that would require the Calculation Agent to
adjust any amounts payable on the Notes. Neither the Investment Adviser nor the Target Index Sponsor has any obligation of any sort with
respect to the Notes, and thus neither has any obligation to take your interests into consideration for any reason, including in taking any actions
that might affect the value of the Notes. None of our proceeds from the issuance of the Notes will be delivered to the Investment Adviser or the
Target Index Sponsor.
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T D SECU RI T I ES (U SA) LLC
P-8
M a rk e t Disrupt ion Eve nt s a nd Post pone m e nt s.
The Valuation Date, and therefore the Maturity Date, are subject to postponement as described in the product prospectus supplement due to the
occurrence of one or more market disruption events. For a description of what constitutes a market disruption event as well as the
consequences of that market disruption event, see "Market Disruption Events" herein. A market disruption event for a particular Note offering will
not constitute a market disruption event for any other Note offering.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment on the Notes. We will serve as the Calculation Agent and
may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when
performing its functions and may take into consideration our ability to unwind any related hedges. Because this discretion by the Calculation
Agent may affect payment 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. Because 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.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of t he N ot e s.
We, the Agent and our respective affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other
derivative instruments with returns linked or related to changes in the level of the Reference Asset or one or more Reference Asset
Constituents, and we may adjust these hedges by, among other things, purchasing or selling securities, futures, options or other derivative
instruments at any time. It is possible that we or one or more of our affiliates could receive substantial returns from these hedging activities while
the market value of the Notes declines. We and/or one or more of our affiliates may also issue or underwrite other securities or financial or
derivative instruments with returns linked or related to changes in the performance of the Reference Asset or one or more Reference Asset
Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and/or our affiliates will have in
our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers'
accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our respective affiliates may, at present or in the future, engage in business with one or more issuers of the Reference Asset
Constituents (each, a "Reference Asset Constituent Issuer"), including making loans to or providing advisory services to those companies. These
services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict
between our, the Agent's and our affiliates' obligations, and your interests as a holder of the Notes. Moreover, we, the Agent or our affiliates may
have published, and in the future expect to publish, research reports with respect to the Reference Asset, one or more Reference Asset
Constituents or one or more Reference Asset Constituent Issuers. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of
our affiliates or the Agents or their affiliates may affect the level of the Reference Asset or one or more Reference Asset Constituents and,
therefore, the market value of the Notes and the Payment at Maturity.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s Are U nc e rt a in.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation and should
read carefully the section entitled "Material U.S. Federal Income Tax Consequences" herein and in the product prospectus supplement.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the product
prospectus supplement under "Material Canadian Tax Consequences".
If you are not a Non-resident Holder (as that term is defined in the prospectus) for Canadian federal income tax purposes or if you acquire the
Notes in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the Notes
and receiving the payments that might be due under the Notes.
T he re Are Liquidit y, M a na ge m e nt a nd Cust ody Risk s Assoc ia t e d w it h a n ET F.
Although shares of the Reference Asset are listed for trading on a securities exchange and a number of similar products have been traded on
various exchanges for varying periods of time, there is no assurance that an active trading market will continue for such shares or that there will
be liquidity in that trading market.
An ETF is subject to management risk, which is the risk that the investment adviser's investment strategy, the implementation of which is subject
to a number of constraints, may not produce the intended results. The Reference Asset is also not actively managed and may be affected by a
general decline in market segments relating to the Target Index. The Investment Adviser invests in securities included in, or representative of,
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the Target Index regardless of their investment merits. The Investment Adviser does not attempt to take defensive positions in declining
markets.
In addition, the Reference Asset is subject to custody risk, which refers to the risks in the process of clearing and settling trades and to the
holding of securities by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets make trades
harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that are
not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of custody problems.
T D SECU RI T I ES (U SA) LLC
P-9
Cha nge s t ha t Affe c t t he T a rge t I nde x of t he 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 Asset seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield
performance of the Target Index, as specified herein under "Information Regarding the Reference Asset". The policies of the sponsor of the
Target Index (the "Target Index Sponsor") concerning the calculation of the Index, additions, deletions or substitutions of the components of the
Target Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be
reflected in the Target Index and, therefore, could affect 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 the Target Index Sponsor changes these policies,
for example, by changing the manner in which it calculates the 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.
T he Re fe re nc e Asse t a nd it s T a rge t I nde x Are Diffe re nt a nd t he Pe rform a nc e of t he 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 the applicable Reference Asset may not exactly replicate the performance of its corresponding Target Index because the
Reference Asset will reflect transaction costs and fees that are not included in the calculation of its Target Index. It is also possible that the
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 the Reference
Asset, differences in trading hours between the Reference Asset and its Target Index or due to other circumstances.
T he Le ve l of t he Re fe re nc e Asse t M a y N ot Com ple t e ly T ra c k it s N e t Asse t V a lue .
The net asset value (the "NAV") of the Reference Asset may fluctuate with changes in the market value of the Reference Asset Constituents.
The market prices of the Reference Asset may fluctuate in accordance with changes in NAV and supply and demand on the applicable stock
exchanges. Furthermore, the Reference Asset Constituents may be unavailable in the secondary market during periods of market volatility,
which may make it difficult for market participants to accurately calculate the intraday NAV per share of the Reference Asset and may adversely
affect the liquidity and prices of the Reference Asset, perhaps significantly. For any of these reasons, the market price of the Reference Asset
may differ from its NAV per share and may trade at, above or below its NAV per share.
An I nve st m e nt in t he N ot e s I s Subje c t t o Risk s Assoc ia t e d w it h N on -U .S. Se c urit ie s M a rk e t s.
Because non-U.S. companies or non-U.S. equity securities held by the Reference Asset are publicly traded in the applicable non-U.S. countries
and trade in currencies other than U.S. dollars, investments in the Notes involve particular risks. For example, the non-U.S. securities markets
may be more volatile and have less liquidity than the U.S. securities markets, and market developments may affect these markets differently
from the U.S. or other securities markets. Direct or indirect government intervention to stabilize the securities markets outside the U.S., as well as
cross-shareholdings in certain companies, may affect trading prices and trading volumes in those markets. Also, the public availability of
information concerning the non-U.S. issuers may vary depending on their home jurisdiction and the reporting requirements imposed by their
respective regulators. In addition, the non-U.S. issuers may be subject to accounting, auditing and financial reporting standards and
requirements that differ from those applicable to U.S. reporting companies.
Securities prices outside the U.S. are subject to political, economic, financial, military and social factors that apply in foreign countries. These
factors, which could negatively affect non-U.S. securities markets, include the possibility of changes in a non-U.S. government's economic and
fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or
investments in foreign equity securities, the possibility of fluctuations in the rate of exchange between currencies and the possibility of outbreaks
of hostility or political instability or adverse public health developments. Moreover, non-U.S. economies may differ favorably or unfavorably from
the U.S. economy in important respects such as growth of gross national product, rate of inflation, trade surpluses, capital reinvestment,
resources and self-sufficiency.
An I nve st m e nt in t he N ot e s I s Subje c t t o Ex c ha nge Ra t e Risk .
The level of the Reference Asset will fluctuate based in large part upon their respective net asset values, which will in turn depend in part upon
changes in the value of the currencies in which the Reference Asset Constituents are traded. Accordingly, investors in the Notes will be exposed
to currency exchange rate risk with respect to each of the currencies in which the Reference Asset Constituents are traded. An investor's net
exposure will depend on the extent to which these currencies strengthen or weaken against the U.S. dollar. If the dollar strengthens against
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these currencies, the net asset value and the level of the Reference Asset and the market value of, and amount payable on, the Notes will be
adversely affected.
T im e Z one Diffe re nc e s Be t w e e n t he Cit ie s Whe re t he Re fe re nc e Asse t a nd t he Re fe re nc e Asse t Const it ue nt s T ra de
M a y Cre a t e Disc re pa nc ie s in T ra ding Le ve ls.
As a result of the time zone difference, if applicable, between the cities where the Reference Asset Constituents and where the shares of the
Reference Asset trade, there may be discrepancies between the level of the Reference Asset and the Reference Asset Constituents. In addition,
there may be periods when the non-U.S. securities markets are closed for trading (for example, during holidays in a country other than the
United States) that may result in the values of the Reference Asset remaining unchanged for multiple trading days in the city where the shares of
the Reference Asset trade. Conversely, there may be periods in which the applicable foreign securities markets are open, but the securities
market on which the Reference Asset trade are closed.
Y ou Will H a ve Lim it e d Ant i-Dilut ion Prot e c t ion w it h re spe c t t o t he Re fe re nc e Asse t .
The Calculation Agent will adjust the Initial Level, Cap Level and Buffer Level for stock splits, reverse stock splits, stock dividends, extraordinary
dividends and other events that affect the applicable Reference Asset, but only in the situations we describe herein. The Calculation Agent will
not be required to make an adjustment for every event that may affect the Reference Asset. Those events or other actions by an Investment
Adviser or a third party may nevertheless adversely affect the level of the Reference Asset, and adversely affect the value of, and amount
payable on, your Notes.
T D SECU RI T I ES (U SA) LLC
P-10
Y ou Will H a ve N o Right s t o Re c e ive Any Sha re s of t he Re fe re nc e Asse t or a ny of t he Re fe re nc e Asse t Const it ue nt s
he ld by t he Re fe re nc e Asse t , a nd Y ou Will N ot Be Ent it le d t o Divide nds or Ot he r Dist ribut ions by a ny Re fe re nc e
Asse t or Re fe re nc e Asse t Const it ue nt .
The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer. Investing in the Notes will
not make you a holder of shares of the Reference Asset or any Reference Asset Constituent. Unlike a holder of the share, you will only
participate in the appreciation of the Reference Asset up to the Cap Level and the maximum return on your investment is limited. Furthermore,
you will not have any voting rights, any rights to receive dividends or other distributions, any rights against an Investment Adviser or Reference
Asset Constituent Issuer, or any other rights with respect to the Reference Asset or any Reference Asset Constituent. As a result, the return on
your Notes may not reflect the return you would realize if you actually owned shares of the Reference Asset or Reference Asset Constituent and
received the dividends paid or other distributions made in connection with them. Your Notes will be paid in cash and you have no right to receive
delivery of shares of the Reference Asset or any Reference Asset Constituent.
Risks Related to EEM Notes
An I nve st m e nt in t he N ot e s I s Subje c t t o Em e rging M a rk e t s Risk .
The Target Index of the Reference Asset consists of stocks issued by companies in countries with emerging markets. Countries with emerging
markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and
prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of
countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions
(due to economic dependence upon commodity prices and international trade), and may suffer from extreme and volatile debt burdens, currency
devaluations or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
The Reference Asset Constituents included in the Reference Asset may be listed on a foreign stock exchange. A foreign stock exchange may
impose trading limitations intended to prevent extreme fluctuations in individual security prices and may suspend trading in certain
circumstances. These actions could limit variations in the Closing Levels of the Reference Asset, which could, in turn, adversely affect the value
of, and amount payable on, the Notes.
Risks Related to the EFA Notes
T he U .K .'s re fe re ndum t o le a ve t he Europe a n U nion m a y a dve rse ly a ffe c t t he pe rform a nc e of t he Re fe re nc e Asse t s.
The Target Index of the Reference Asset consists of stocks that have been issued by U.K. and/or European Union member companies. The
U.K.'s referendum on June 23, 2016 to leave the European Union, which we refer to as "Brexit," has and may continue to cause disruptions to
capital and currency markets worldwide and to the markets tracked by the Reference Asset in particular. The full impact of the Brexit decision,
however, remains uncertain. A process of negotiation, which is likely to take a number of years, will determine the future terms of the U.K.'s
relationship with the European Union. The performance of the Reference Asset and, therefore the market value of, and amount payable on, the
Notes may be negatively affected by interest rate, exchange rate and other market and economic volatility, as well as regulatory and political
uncertainty.
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