Obbligazione TD Bank 0% ( US89114QGP72 ) in USD

TD Bank

187.219 USD ⇌

Canada

US89114QGP72 ( in USD )

03/07/2025 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QGP72 in USD 0%, scaduta

1 000 USD

1 270 000 USD

89114QGP7

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 US89114QGP72, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 03/07/2025

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QGP72, was rated NR by Moody's credit rating agency.

424B2 1 e3434_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 December 31, 2018 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$1,270,000
Leveraged Barrier Notes Linked to the Least Performing of the Russell 2000® Index and the S&P 500® Index Due July 3,
2025

The Toronto-Dominion Bank ("TD" or "we") has offered the Leveraged Barrier Notes (the "Notes") linked to the least performing of the Russell 2000® Index
and the S&P 500® Index (each, a "Reference Asset" and together, the "Reference Assets").
The Notes provide 200% leveraged participation in the positive return of the Least Performing Reference Asset if the value of each Reference Asset
increases from its Initial Value to its Final Value. The "Least Performing Reference Asset" is the Reference Asset with the lowest percentage change from its
Initial Value to its Final Value. The Percentage Change for each Reference Asset is the quotient, expressed as a percentage, of (i) its Final Value minus its
Initial Value divided by (ii) its Initial Value. Investors will receive their Principal Amount at maturity if the Final Value of each Reference Asset is below its
Initial Value by up to 50%. If the Final Value of any Reference Asset is below its Initial Value by more than 50%, investors will lose will lose 1% of the
Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose their
entire Principal Amount. In this scenario, investors will suffer a loss on their initial investment that is proportionate to the "Least Performing
Percentage Change", which is the Percentage Change of the Least Performing Reference Asset over the term of the Notes. Specifically, investors
will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial
Value, and may lose the entire Principal Amount. Any payments on the Notes are subject to our credit risk.
I nve st ors a re e x pose d t o t he m a rk e t risk of e a c h Re fe re nc e Asse t a nd a ny de c line in t he va lue of one Re fe re nc e Asse t w ill
not be offse t or m it iga t e d by a le sse r de c line or pot e nt ia l inc re a se in t he va lue of a ny ot he r Re fe re nc e Asse t . 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 of e a c h Re fe re nc e Asse t 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 1 0 0 % of t he ir
inve st m e nt in t he N ot e s if t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n it s I nit ia l V a lue by m ore t ha n 5 0 % . Any
pa ym e nt s on t he N ot e s a re subje c t t o our c re dit risk .
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
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-5 in
t he produc t prospe c t us supple m e nt M LN -EI -1 da t e d J une 3 0 , 2 0 1 6 (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors"
on pa ge 1 of t he prospe c t us da t e d J une 3 0 , 2 0 1 6 (t he "prospe c t us").
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on January 4, 2019 against payment in immediately
available funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $942.80 per Note, 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-27
of this pricing supplement. The estimated value was 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
$10.00
$990.00
Total
$1,270,000.00
$12,700.00
$1,257,300.00
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.

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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 $990.00 (99.00%) per $1,000.00 Principal Amount of the Notes.
2
TD Securities (USA) LLC ("TDS") will receive a commission of $10.00 (1.00%) per $1,000.00 principal amount of the Notes and will use all of that commission to allow
selling concessions to other dealers in connection with the distribution of the Notes, or has offered the Notes directly to investors. TDS may resell the Notes to other
securities dealers at the Principal Amount less a concession of $10.00 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling
concessions. TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its
role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-26 of this pricing supplement.

Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Leveraged Barrier Notes
T e rm :
Approximately 6.5 years
Re fe re nc e Asse t s:
The Russell 2000® Index (Bloomberg ticker: RTY, the "RTY") and the S&P 500® Index (Bloomberg ticker:
SPX, the "SPX")
CU SI P / I SI N :
89114QGP7 / US89114QGP72
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 :
December 31, 2018
I ssue Da t e :
January 4, 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.
Fina l V a lua t ion Da t e :
June 30, 2025, subject to postponement as described below under "Final Value" and as described under
"General Terms of the Notes--Market Disruption Events" in the product prospectus supplement. If such day
is not a Trading Day, the Final Valuation Date will be the next succeeding Trading Day.
M a t urit y Da t e :
July 3, 2025, subject to postponement as described below under "Final Value" or, if such day is not a
Business Day, the next following Business Day.
Pa ym e nt a t M a t urit y:
If, on the Final Valuation Date, the Percentage Change of each Reference Asset is posit ive , then the
investor will receive an amount per $1,000 Principal Amount of the Notes equal to:
Principal Amount + (Principal Amount x Least Performing Percentage Change x Leverage Factor)
If, on the Final Valuation Date, the Least Performing Percentage Change is less than or equal to 0%, but not
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by more than -50% (that is, the Least Performing Percentage Change is between 0% and -50%), then the
investor will receive an amount per $1,000 Principal Amount of the Notes equal to:
Principal Amount of $1,000
If, on the Final Valuation Date, the Least Performing Percentage Change is ne ga t ive by more than
TD SECURITIES (USA) LLC
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-50% (that is, the Least Performing Percentage Change is between -50% and -100%), then the investor will
receive less than $1,000 per $1,000 Principal Amount of the Notes, calculated using the following formula:
$1,000 + $1,000 x Least Performing Percentage Change
I f t he Fina l V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t is le ss t ha n it s Ba rrie r
V a lue , t he inve st or w ill lose 1 % of t he Princ ipa l Am ount of t he N ot e s for e a c h 1 % t ha t
t he Fina l V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t is le ss t ha n it s I nit ia l V a lue
a nd m a y lose a ll of t he ir inve st m e nt . 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 .
All amounts used in or resulting from any calculation relating to the Notes, including the Payment at
Maturity, will be rounded upward or downward as appropriate, to the nearest cent.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value Initial Value
Initial Value
I nit ia l V a lue :
With respect to the RTY, 1,348.559.
With respect to the SPX, 2,506.85.
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent.
Closing V a lue :
For each Reference Asset, the Closing Value will be the official closing value published by its sponsor, as
specified under "Information Regarding the Reference Assets" herein (its "Index Sponsor") or
any
"successor index" (as defined in the product prospectus supplement) on any Trading Day for such
Reference Asset.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on the Final Valuation Date.
If the originally scheduled Final Valuation Date is not a Trading Day with respect to a Reference Asset or a
Market Disruption Event with respect to a Reference Asset occurs or is continuing on that day, the Closing
Value for such Reference Asset will be its Closing Value on the first Trading Day for such Reference Asset
following the originally scheduled Final Valuation Date on which the Calculation Agent determines that a
Market Disruption Event does not occur or is not continuing with regard to such Reference Asset. If a Market
Disruption Event with respect to a Reference Asset occurs or is continuing on each Trading Day to and
including the tenth Trading Day following the originally scheduled Final Valuation Date, the Closing Value for
such Reference Asset will be determined (or, if not determinable, estimated by the Calculation Agent in a
manner which is considered commercially reasonable under the circumstances) by the Calculation Agent on
that tenth Trading Day, regardless of the occurrence or continuation of a Market Disruption Event with
regard to such Reference Asset on that day. For the avoidance of doubt, if the originally scheduled Final
Valuation Date is a Trading Day and no Market Disruption Event exists on that day with respect to a
Reference Asset, the determination of that Reference Asset's Closing Value will be made on the originally
scheduled Final Valuation Date, irrespective of the non-Trading Day status or the existence of a Market
Disruption Event with respect to any other Reference Asset. For the definition of a market disruption event,
see "General Terms of the Notes--Market Disruption Events" in the accompanying product prospectus
supplement. If the Final Valuation Date is postponed due to a Market Disruption Event or non-Trading Day
for a Reference Asset, the Maturity Date will be postponed to maintain the same number of Business Days
between the final postponed Final Valuation Date and Maturity Date as existed prior to
such
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postponement(s).
Ba rrie r V a lue :
With respect to the RTY, 674.280 (50.00% of its Initial Value).
With respect to the SPX, 1,253.425 (50.00% of its Initial Value).
In each case, as determined by the Calculation Agent on the Pricing Date.
Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Re fe re nc e Asse t :
other Reference Asset.
TD SECURITIES (USA) LLC
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Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge Cha nge :
Le ve ra ge Fa c t or:
200%
M onit oring Pe riod:
Final Valuation Date Monitoring
Lim it e d Eve nt s of De fa ult :
Notwithstanding anything to the contrary set forth in the prospectus, the only events of default for the Notes
are expected to be (i) principal payment defaults that continue for 30 business days and (ii) certain
bankruptcy, insolvency or reorganization events. No other breach or default under our indenture or the
Notes will result in an event of default for the Notes or permit the trustee or holders to accelerate the
maturity of any debt securities that is, they will not be entitled to declare the principal amount of any Notes
to be immediately due and payable. See "Additional Risk Factors -- Notwithstanding Anything to the
Contrary Set Forth in the Prospectus, the Indenture Will Provide Only Limited Acceleration and Enforcement
Rights for the Notes".
T ra ding Da y:
For each Reference Asset, a Trading Day means a day on which (1) the NYSE and the NASDAQ Stock
Market, or their successors, are scheduled to be open for trading and (2) such Reference Asset or any
successor thereto is calculated and published by its Index Sponsor.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law to close in New York City or Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S. federal
income tax purposes, as prepaid derivative contracts with respect to the Reference Assets. Based on
certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham &
Taft LLP, is of the opinion that it would be reasonable to treat the Notes in the manner described above.
However, because there is no authority that specifically addresses the tax treatment of the Notes, it is
possible that your Notes could alternatively be treated for tax purposes as a single contingent payment debt
instrument, or pursuant to some other characterization, and the timing and character of your income from
the Notes could differ materially and adversely from the treatment described above, as discussed further
under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and in the product prospectus
supplement under "Supplemental Discussion of U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion 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
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described
Se t t le m e nt :
under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the prospectus).
Ca na dia n Ba il-in:
The Notes are not bail-inable notes under the Canada Deposit Insurance Corporation Act.
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TD SECURITIES (USA) LLC
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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 MLN-EI-1 (the
"product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used but
not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict
the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The
Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this pricing
supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-6 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" beginning on page PS-5 in 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. 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. 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.
TD SECURITIES (USA) LLC
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Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other risks, please see "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement and the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes if there is a
decline in the value of any Reference Asset by more than 50% from the Pricing Date to the Final Valuation Date. Specifically, if the Final Value
of the Least Performing Reference Asset is less than its Initial Value by more than 50%, investors will lose 1% of the Principal Amount of the
Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose the entire Principal
Amount.
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.
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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.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any amount due on
the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all
amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
N ot w it hst a nding Anyt hing t o t he Cont ra ry Se t Fort h in t he Prospe c t us, t he I nde nt ure Will Provide Only Lim it e d
Ac c e le ra t ion a nd Enforc e m e nt Right s for t he N ot e s.
In connection with the implementation of certain Canadian federal statutes, and notwithstanding anything to the contrary set forth in the
prospectus, the indenture under which the Notes are issued has been supplemented to provide that, for any Notes of a series issued on or after
September 23, 2018, including the Notes offered by this pricing supplement, acceleration will only be permitted if (i) we default in the payment of
the principal of, or interest on, any note of that series and, in each case, the default continues for a period of 30 business days, or (ii) certain
bankruptcy, insolvency or reorganization events occur. As a result, before you invest in the Notes, you should consider the risk that your
safeguards and your ability to effect remedies under the indenture will be limited. See "Events of Default" herein for additional information.
I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t .
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance of each
Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is
mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each Reference Asset.
Poor performance by any Reference Asset over the term of the Notes will negatively affect your return and will not be offset or mitigated by a
positive performance by any other Reference Asset. For instance, you will receive a negative percentage return equal to the Least Performing
Percentage Change if the Final Value of any Reference Asset is less than its Barrier Value on the Final Valuation Date, even if the Percentage
Change of another Reference Asset is positive or has not declined as much. Accordingly, you are subject to the market risk of each Reference
Asset and may lose a significant portion or all of your Principal Amount if the Final Value of any Reference Asset is less than its Barrier Value.
Therefore, your investment is subject to the market risk of each Reference Asset.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of
Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if t he N ot e s We re Link e d t o a Single
Re fe re nc e Asse t .
The risk that you will lose a significant portion or all of your initial investment in the Notes is greater if you invest in the Notes than the risk of
investing in substantially similar securities that are linked to the performance of only one Reference Asset. With more Reference Assets, it is
more likely that the Final Value of any Reference Asset will be less than its Barrier Value on the Final Valuation Date than if the Notes were
linked to a single Reference Asset.
In addition, the lower the correlation between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in value to a Final Value that is less than its Barrier Value on the Final Valuation Date. Although the
TD SECURITIES (USA) LLC
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correlation of the Reference Assets' performance may change over the term of the Notes, the economic terms of the Notes, including the Barrier
Value and Leverage Factor, are determined, in part, based on the correlation of the Reference Assets' performance calculated using our internal
models at the time when the terms of the Notes are finalized. All things being equal, a higher Leverage Factor and lower Barrier Values are
generally associated with lower correlation of the Reference Assets. Therefore, if the performance of a pair of Reference Assets is not correlated
to each other or is negatively correlated, the risk that the Final Value of any Reference Asset is less than its Barrier Value on the Final Valuation
Date is even greater despite a lower Barrier Value. Therefore, it is more likely that you will lose a significant portion or all of your initial
investment at maturity.
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, 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
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such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or
trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial.
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
value of the then-current least performing Reference Asset, and as a result, you may suffer substantial losses.
I f t he V a lue of a ny 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 any of the Reference Assets. Any payments on the Notes will be based solely on
the Final Value of the Least Performing Reference Asset on the Final Valuation Date. Changes in the value of any Reference Asset may not
result in a comparable change in the market value of your Notes. Even if the Closing Value of each Reference Asset remains equal to or greater
than its Barrier Value or increases greater than its Initial Value 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 Are M a rk e t Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset, the Reference Asset Constituents
and their issuers (the "Reference Asset Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry
and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock
and commodity market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make
your own investigation into the Reference Assets for your Notes. For additional information, see "Information Regarding the Reference Assets" in
this pricing supplement.
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Le ss T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is less than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional fixed-rate
debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional fixed-rate debt
securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the
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.

TD SECURITIES (USA) LLC
P-7

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
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institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other
financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your
Notes may be materially lower than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Low e r T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date
could result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as
discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
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 a ny I nde x
Sponsor.
No Index Sponsor is an affiliate of ours and no such entity will be involved in the offering of the Notes in any way. Consequently, we have no
control over the actions of any Index Sponsor, including any actions of the type that would require the Calculation Agent to adjust any amounts
payable on the Notes. No Index Sponsor has any obligation of any sort with respect to the Notes. Thus, no Index Sponsor has any obligation to
take your interests into consideration for any reason, including in taking any actions that might affect the value of the applicable Reference
Asset or the Notes. Except pursuant to any license agreement with an Index Sponsor and specified in "Information About the Reference Assets"
below, none of the proceeds from the issuance of the Notes will be delivered to any Index Sponsor.
T he Re fe re nc e Asse t s Re fle c t Pric e Re t urn, not T ot a l Re t urn.
The return on your Notes is based on the performance of the Reference Assets, which reflect the changes in the market prices of their
respective Reference Asset Constituents. They are not, however, linked to a "total return" index or strategy, which, in addition to reflecting those
price returns, would also reflect dividends paid on the Reference Asset Constituents. The return on your Notes will not include such a total return
feature or dividend component.
T he N ot e s a re subje c t t o sm a ll -c a pit a liza t ion st oc k risk s.
The Notes are subject to risks associated with small-capitalization companies because the RTY is comprised of Reference Asset Constituents
that are considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less
liquidity than large-capitalization companies and therefore the RTY may be more volatile than an index in which a greater percentage of the
Reference Asset Constituents are issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization
companies may be thinly traded. In addition, small-capitalization companies are typically less stable financially than large-capitalization
companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization
companies are often given less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such
companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial
resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their
products.
TD SECURITIES (USA) LLC
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T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the Payment at Maturity on the Notes. We will serve as the Calculation Agent but may
appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when performing
its functions and may take into consideration our ability to unwind any related hedges. Since this discretion by the Calculation Agent may affect
payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the Calculation
Agent may have to determine whether a Market Disruption Event affecting a Reference Asset has occurred, and may make certain adjustments
to a Reference Asset if certain events occur. This determination may, in turn, depend on the Calculation Agent's judgment whether the event
has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Since this determination by the
Calculation Agent will affect the payment on the Notes, the Calculation Agent may have a conflict of interest if it needs to make a determination
of this kind. For additional information as to the Calculation Agent's role, see "General Terms of the Notes--Role of Calculation Agent" in the
product prospectus supplement.
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 and our 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 values of the Reference Assets 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 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 values of the Reference Assets or one or more Reference Asset Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our other affiliates may, at present or in the future, engage in business with one or more Reference Asset Constituent
Issuers, 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 other affiliates may have published, and in the future
expect to publish, research reports with respect to the Reference Assets or one or more Reference Asset Constituents. This research is
modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding
the Notes. Any of these activities by us, the Agent or one or more of our other affiliates or the Agents or their affiliates may affect the value of a
Reference Asset or one or more Reference Asset Constituents and, therefore, the market value of the Notes and any payments on the Notes.

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) 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.
TD SECURITIES (USA) LLC
P-9

Hypothetical Returns
The examples and table 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 Assets used to illustrate the calculation
of the Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of the Initial Values, the Final Values or the values
of the Reference Assets on any Trading Day prior to the Maturity Date. All examples assume a Leverage Factor of 200%, a Barrier Value of
each Reference Asset equal to 50% of its Initial Value, 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.
Ex a m ple 1 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Le a st Pe rform ing Pe rc e nt a ge Cha nge is posit ive .

Least Performing
5.00%
Percentage Change:

Payment at Maturity:
= $1,000.00 + ($1,000.00 x 5.00% x 200.00%)
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= $1,000.00 + $100.00
= $1,100.00.

On a $1,000.00 investment, a 5.00% Percentage Change in the Least Performing Reference Asset results in a Payment at

Maturity of $1,100.00, a 10.00% return on the Notes.

Ex a m ple 2 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Pe rc e nt a ge Cha nge of e a c h Re fe re nc e Asse t is
ze ro.

Percentage Change of
0.00%
each Reference Asset:

Payment at Maturity:
At maturity, if the Percentage Change is zero, then the Payment at Maturity will equal the
Principal Amount.

On a $1,000.00 investment, a 0.00% Percentage Change of each Reference Asset results in a Payment at Maturity of

$1,000.00, a 0.00% return on the Notes

Ex a m ple 3 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Le a st Pe rform ing Pe rc e nt a ge Cha nge is ne ga t ive
but not by more than -50%.

Least Performing
-5.00%
Percentage Change:

Payment at Maturity:
At maturity, if the Least Performing Percentage Change is negative BUT not by more than -
50%, then the Payment at Maturity will equal the Principal Amount.

On a $1,000.00 investment, a -5.00% Percentage Change in the Least Performing Reference Asset results in a Payment
at Maturity of $1,000.00, a 0.00% return on the Notes.

Ex a m ple 4 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Le a st Pe rform ing Pe rc e nt a ge Cha nge is ne ga t ive
by m ore t ha n -5 0 % .

Least Performing
-60.00%
Percentage Change:

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

On a $1,000.00 investment, a -60.00% Percentage Change in the Least Performing Reference Asset results in a Payment at
Maturity of $400.00, a -60.00% return on the Notes. I f t he Fina l V a lue of t he Le a st Pe rform ing Re fe re nc e
Asse t is le ss t ha n it s Ba rrie r V a lue , t he inve st or w ill lose 1 % of t he Princ ipa l Am ount of t he N ot e s
for e a c h 1 % t ha t t he Fina l V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t is le ss t ha n it s I nit ia l
V a lue a nd m a y lose a ll of t he ir inve st m e nt . 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 .

TD SECURITIES (USA) LLC
P-10

The following table shows the return profile for the Notes on the Maturity Date, assuming that the investor purchased the Notes with an
aggregate Principal Amount of $1,000 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 of the Least Performing Reference Asset or the return or loss on the Notes. Neither TD nor the
Agent is predicting or guaranteeing any gain or particular return on the Notes.

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Document Outline

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