Obbligazione TD Bank 0% ( US89114QLJ57 ) in USD

TD Bank

100 USD ▼

Canada

US89114QLJ57 ( in USD )

25/02/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QLJ57 in USD 0%, scaduta

1 000 USD

31 643 000 USD

89114QLJ5

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.

Un'obbligazione emessa da Toronto-Dominion Bank, una delle principali banche canadesi che opera a livello globale offrendo una vasta gamma di servizi finanziari, identificata dal codice ISIN US89114QLJ57 e dal codice CUSIP 89114QLJ5, denominata in USD, caratterizzata da un tasso d'interesse dello 0% e un lotto minimo di acquisto di 1.000 USD, con una dimensione totale di emissione di 31.643.000 USD, emessa dal Canada e con scadenza fissata al 25 febbraio 2021, è stata regolarmente rimborsata alla maturità, al 100% del suo valore di mercato, completando il suo ciclo di vita finanziario.

424B2 1 e77927_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

T he T oront o-Dom inion Ba nk
$ 3 1 ,6 4 3 ,0 0 0
Buffered Digital EURO STOXX 50® Index-Linked Notes due February 25, 2021

T he not e s do not be a r int e re st . The amount that you will be paid on your notes on the maturity date (February 25, 2021)
is based on the performance of the EURO STOXX 50® Index as measured from the pricing date (February 23, 2018) to and
including the valuation date (February 23, 2021).
If the final level on the valuation date is greater than or equal to the initial level of 3,441.46, you will receive the threshold
settlement amount of $1,430.00 for each $1,000 principal amount of your notes. If the final level declines by up to 10.00% from
the initial level, you will receive the principal amount of your notes. If the final level on the valuation date is less than the buffer
level of 90.00% of the initial level, your payment will be less than the principal amount and you will have a loss equal to the
percentage decrease below the buffer level times the downside multiplier of approximately 1.1111. I f t he fina l le ve l
de c line s by m ore t ha n 1 0 .0 0 % from t he init ia l le ve l, t he re t urn on your not e s w ill be ne ga t ive a nd you w ill
lose a pprox im a t e ly 1 .1 1 1 1 % of t he princ ipa l a m ount of your not e s for e ve ry 1 % t ha t t he fina l le ve l ha s
de c line d be low t he buffe r le ve l of 9 0 .0 0 % of t he init ia l le ve l. De spit e t he inc lusion of t he buffe r le ve l, due
t o t he dow nside m ult iplie r you m a y lose your e nt ire princ ipa l a m ount .
To determine your payment at maturity, we will calculate the percentage change of the EURO STOXX 50® Index, which is the
percentage increase or decrease in the final level from the initial level. On the maturity date, for each $1,000 principal amount of
your notes, you will receive an amount in cash equal to:
? if the percentage change is greater than or equal to 0.00% (the final level is greater than or equal to the initial level), the
threshold settlement amount;
? if the percentage change is less than 0.00% but greater than or equal to -10.00%, $1,000; or
? if the percentage change is negative and is below -10.00% (the final level is less than the initial level by more than 10.00%),
the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) approximately 1.1111 times (c) the sum of the percentage
change plus 10.00%.
T he not e s do not gua ra nt e e t he re t urn of princ ipa l a t m a t urit y.
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. Any payments on the notes are subject to our credit risk. The notes will not be listed or displayed on
any exchange or electronic communications network.
Y ou should re a d t he disc losure he re in t o be t t e r unde rst a nd t he t e rm s a nd risk s of your inve st m e nt . Se e
"Addit iona l Risk Fa c t ors" be ginning on pa ge P -7 of t his pric ing supple m e nt .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us
supple m e nt or t he prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
T he init ia l e st im a t e d va lue of t he not e s a t t he t im e t he t e rm s of your not e s w e re se t on t he pric ing da t e
w a s $ 9 5 7 .2 0 pe r $ 1 ,0 0 0 princ ipa l a m ount , w hic h is le ss t ha n t he public offe ring pric e list e d be low . See
"Additional Information Regarding the Estimated Value of the Notes" on the following page and "Additional Risk Factors"
beginning on page P-7 of this document for additional information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount
Proc e e ds t o T D
Per Note
$1,000.00
$30.00
$970.00
Total
$31,643,000.00
$949,290.00
$30,693,710.00
TD Securities (USA) LLC

Pricing Supplement dated February 23, 2018

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1 The public offering price for certain investors will be 97.00% of the principal amount, reflecting a foregone underwriting discount with respect to
such notes; see "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-25 herein.

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.
We, TD Securities (USA) LLC ("TDS"), or any of our affiliates, may use this pricing supplement in the initial sale of the notes. In
addition, we, TDS or any of our affiliates may use this pricing supplement in a market-making transaction in a note after its initial
sale. U nle ss w e , T DS or a ny of our a ffilia t e s inform s t he purc ha se r ot he rw ise in t he c onfirm a t ion of sa le , t his
pric ing supple m e nt w ill be use d in a m a rk e t -m a k ing t ra nsa c t ion.
Additional Information Regarding the Estimated Value of the Notes
The final terms for the Notes were determined on the Pricing Date, based on prevailing market conditions and are set forth in this
pricing supplement. The economic terms of the Notes are based on TD's internal funding rate (which is TD's internal borrowing rate
based on variables such as market benchmarks and TD's appetite for borrowing), and several factors, including any sales
commissions expected to be paid to TDS, any selling concessions, discounts, commissions or fees expected to be allowed or paid
to non-affiliated intermediaries, the estimated profit that TD or any of TD's affiliates expect to earn in connection with structuring the
Notes, the estimated cost TD may incur in hedging its obligations under the Notes and the estimated development and other costs
which TD may incur in connection with the Notes. Because TD's internal funding rate generally represents a discount from the
levels at which TD's benchmark debt securities trade in the secondary market, the use of an internal funding rate for the Notes
rather than the levels at which TD's benchmark debt securities trade in the secondary market is expected to have had an adverse
effect on the economic terms of the Notes. On the cover page of this pricing supplement, TD has provided the initial estimated
value for the Notes. This initial estimated value was determined by reference to TD's internal pricing models which take into
account a number of variables and are based on a number of assumptions, which may or may not materialize, typically including
volatility, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the Notes, and TD's
internal funding rate. For more information about the initial estimated value, see "Additional Risk Factors" beginning on page P-7.
Because TD's internal funding rate generally represents a discount from the levels at which TD's benchmark debt securities trade in
the secondary market, the use of an internal funding rate for the Notes rather than the levels at which TD's benchmark debt
securities trade in the secondary market is expected, assuming all other economic terms are held constant, to increase the
estimated value of the Notes. For more information see the discussion under "Additional Risk Factors -- TD's and TDS's Estimated
Value of the Notes are Determined By Reference to TD's Internal Funding Rates and are Not Determined By Reference to Credit
Spreads or the Borrowing Rate TD Would Pay for its Conventional Fixed-Rate Debt Securities".
TD's estimated value on the Pricing Date is not a prediction of the price at which the Notes may trade in the secondary market, nor
will it be the price at which TDS may buy or sell the Notes in the secondary market. Subject to normal market and funding
conditions, TDS or another affiliate of TD's intends to offer to purchase the Notes in the secondary market but it is not obligated to
do so.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which TDS may initially buy or sell the Notes
in the secondary market, if any, may exceed TD's estimated value on the Pricing Date for a temporary period expected to be
approximately 3 months after the Pricing Date because, in its discretion, TD may elect to effectively reimburse to investors a portion
of the estimated cost of hedging its obligations under the Notes and other costs in connection with the Notes which TD will no
longer expect to incur over the term of the Notes. TD made such discretionary election and determined this temporary
reimbursement period on the basis of a number of factors, including the tenor of the Notes and any agreement TD may have with
the distributors of the Notes. The amount of TD's estimated costs which is effectively reimbursed to investors in this way may not
be allocated ratably throughout the reimbursement period, and TD may discontinue such reimbursement at any time or revise the
duration of the reimbursement period after the Issue Date of the Notes based on changes in market conditions and other factors
that cannot be predicted.
If a party other than TDS or its affiliates is buying or selling your Notes in the secondary market based on its own estimated value
of your Notes which was calculated by reference to TD's credit spreads or the borrowing rate TD would pay for its conventional
fixed-rate debt securities (as opposed to TD's internal funding rate), the price at which such party would buy or sell your Notes
could be significantly lower.
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We urge you t o re a d t he "Addit iona l Risk Fa c t ors" be ginning on pa ge P -7 of t his pric ing supple m e nt .

P-2

Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
product prospectus supplement and the prospectus.
I ssue r:
The Toronto-Dominion Bank ("TD")
I ssue :
Senior Debt Securities
T ype of N ot e :
Buffered Digital Notes (the "Notes")
T e rm :
Approximately 36 months
Re fe re nc e Asse t :
The EURO STOXX 50® Index (Bloomberg Ticker: SX5E)
CU SI P / I SI N :
89114QLJ5 / US89114QLJ57
Age nt :
TD Securities (USA) LLC ("TDS")
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note; $31,643,000 in the aggregate for all the offered Notes; the aggregate
principal amount of the offered Notes may be increased if the Issuer, at its sole option,
decides to sell an additional amount of the offered Notes on a date subsequent to the date of
this pricing supplement.
Pric ing Da t e :
February 23, 2018
I ssue Da t e :
March 2, 2018
V a lua t ion Da t e :
February 23, 2021, subject to postponement for market disruption events and other
disruptions, as described under "General Terms of the Notes -- Valuation Date" on page PS-
18 in the product prospectus supplement.
M a t urit y Da t e :
February 25, 2021, subject to postponement for market disruption events and other
disruptions, as described under "General Terms of the Notes -- Maturity Date" on page PS-
18 in the product prospectus supplement. Notwithstanding anything to the contrary in the
accompanying Product Supplement, if the Valuation Date is postponed due to a market
disruption event as set forth in the accompanying Product Supplement, the Maturity Date will
be postponed to the second Business Day after the postponed Valuation Date.

P-3

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Pa ym e nt a t M a t urit y:
For each $1,000 Principal Amount of the Notes, we will pay you on the Maturity
Date an amount in cash equal to:
? if the Final Level is greater than or equal to the Initial Level, the Threshold
Settlement Amount;
? if the Final Level is less than the Initial Level and greater than or equal to
the Buffer Level, $1,000; or
? if the Final Level is less than the Buffer Level, the sum of (i) $1,000 plus (ii)
the

product of (a) $1,000 times (b) the Downside Multiplier times (c) the
sum of the Percentage Change plus the Buffer Percentage.
I f t he Fina l Le ve l is le ss t ha n t he Buffe r Le ve l, inve st ors 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 t he ir e nt ire Princ ipa l Am ount .
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.
T hre shold Se t t le m e nt Am ount :
$1,430.00

Buffe r Pe rc e nt a ge :
10.00%

Buffe r Le ve l:
3,097.314, which is 90.00% of the Initial Level

Dow nside M ult iplie r:
The quotient of the Initial Level divided by the Buffer Level, which equals
approximately 1.1111.
Pe rc e nt a ge Cha nge :
The quotient of (1) the Final Level minus the Initial Level divided by (2) the
Initial Level, expressed as a percentage.
I nit ia l Le ve l:
3,441.46

Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date, except in the
limited circumstances described under "General Terms of the Notes -- Market
Disruption Events" beginning on page PS-19 of the product prospectus
supplement and subject to adjustment as provided under "General Terms of the
Notes -- Unavailability of the Level of the Reference Asset" beginning on page
PS-18 of the product prospectus supplement.
Closing Le ve l:
The Closing Level of the Reference Asset will be the closing level of the
Reference Asset or any successor index (as defined in the product prospectus
supplement) on any Trading Day for the Reference Asset, as displayed on
Bloomberg Professional® service ("Bloomberg") page "SX5E <INDEX>" or any
successor page on Bloomberg or any successor service, as applicable.
T ra ding Da y:
A day on which the Reference Asset is calculated and published by the Index
Sponsor, regardless of whether one or more of the principal securities markets
for the stocks included in the Reference Asset are closed on that day, if the
Index Sponsor publishes the level of the Reference Asset on that day.
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.

P-4

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U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory, regulatory, judicial
or administrative ruling to the contrary, to characterize the Notes, for U.S. federal income tax
purposes, as pre-paid derivative contracts with respect to the Reference Asset. Based on
certain factual representations received from us, in the opinion of our special U.S. tax
counsel, Cadwalader, Wickersham & Taft LLP, it is reasonable to treat the Notes in the
manner described above. However, because there is no authority that specifically addresses
the tax treatment of the Notes, it is possible that your Notes could alternatively be treated for
tax purposes as a single contingent payment debt instrument, or pursuant to some other
characterization, such that the timing and character of your income from the Notes could
differ materially from the treatment described above. Please see the discussion below 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 Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and
Clearstream,
Luxembourg) as described under "Forms of the Debt Securities" and "Book-Entry Procedures
and Settlement" in the prospectus.

P-5

Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement,
relating to our Senior Debt Securities, of which these Notes are a part. Capitalized terms used but not defined in this pricing
supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict the following
hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The
Notes vary from the terms described in the product prospectus supplement in several important ways. You should read
this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in "Additional Risk Factors" beginning on page P-7 of this
pricing supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-5 of the product prospectus supplement
and "Risk Factors" on page 1 of the prospectus, as the Notes involve risks not associated with conventional debt securities. We
urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access
these documents on the Securities and Exchange Commission (the "SEC") website at www.sec.gov as follows (or if that address
has changed, by reviewing our filings for the relevant date on the SEC website):

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

Product Prospectus Supplement MLN-EI-1 dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216015847/e70323_424b2.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or
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"our" refers to The Toronto-Dominion Bank and its subsidiaries. Alternatively, The Toronto-Dominion Bank, any agent or any dealer
participating in this offering will arrange to send you the product prospectus supplement and the prospectus if you so request by
calling 1-855-303-3234.

P-6

Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most
significant risks relating to the terms of the Notes. For additional information as to these risks, please see "Additional Risk Factors
Specific to the Notes" in the product prospectus supplement and "Risk Factors" in the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them.
Accordingly, prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed
by an investment in the Notes and the suitability of the Notes in light of their particular circumstances.
Princ ipa l a t Risk .
Investors in the Notes could lose their entire Principal Amount if there is a decline in the level of the Reference Asset by more than
the Buffer Percentage. If the Final Level is less than the Initial Level by more than 10.00%, you will lose a portion of each $1,000
Principal Amount in an amount equal to the product of (i) the Principal Amount times (ii) the Downside Multiplier times (iii) the sum
of the negative Percentage Change plus the Buffer Percentage. Specifically, you will lose approximately 1.1111% of the Principal
Amount of each of your Notes for every 1% that the Final Level is less than the Initial Level in excess of the Buffer Percentage and
you may lose your 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 on t he N ot e s M a y Be Le ss T ha n t he Re t urn on Conve nt iona l
De bt Se c urit ie s 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 the same term. 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 Pot e nt ia l Pa ym e nt a t M a t urit y on t he N ot e s I s Fix e d a nd Lim it e d t o t he T hre shold Se t t le m e nt Am ount
a nd Y ou Will N ot Pa rt ic ipa t e in Any Appre c ia t ion in t he Le ve l of t he Re fe re nc e Asse t .
Your potential Payment at Maturity on the Notes is fixed as of the Pricing Date and is limited to the Threshold Settlement Amount,
which you will receive only if the Final Level is equal to or greater than the Initial Level. The Notes do not provide for any
participation in the positive performance of the Reference Asset no matter how much the level of the Reference Asset may rise
above the Initial Level over the life of your Notes. Therefore, if the Closing Level of the Reference Asset dropped to a level that is
less than the Initial Level on the Valuation Date you would not receive the Threshold Settlement Amount and, if the Final Level
dropped below the Buffer Level, you would not receive your full Principal Amount, even though you would have had the Payment at
Maturity been linked to the Closing Level of the Reference Asset prior to such drop in the level of the Reference Asset.
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 depend on the Final Level 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 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 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 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.
In addition, if the dealer from which you purchase Notes, or one of its affiliates, is to conduct hedging activities for us in connection
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with the Notes, that dealer, or one of its affiliates, may profit in connection with such hedging activities and such profit, if any, will
be in addition to any compensation that the dealer receives for the sale of the Notes to you. You should be aware that the potential
for that dealer or one of its affiliates to earn fees in connection with hedging activities may create a further incentive for that dealer
to sell the Notes to you in addition to any compensation they would receive for the sale of the Notes.

P-7

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. TDS and our affiliates may make a market for the Notes; however, they are not required to do
so. TDS and our affiliates may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it
may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary
market would be high. As a result, the difference between bid and ask prices for your Notes in any secondary market could be
substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price
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 he Pa ym e nt a t M a t urit y I s N ot Link e d t o t he 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 the Closing Level of the Reference Asset on the Valuation Date (subject to adjustment as described
elsewhere in this pricing supplement). Therefore, if the Closing Level of the Reference Asset dropped to a level that is less than
the Initial Level on the Valuation Date you would not receive the Threshold Settlement Amount and, if the Final Level dropped
below the Buffer Level, you would not receive your full Principal Amount, even though you would have had the Payment at Maturity
been linked to the Closing Level of the Reference Asset prior to such drop in the level of the Reference Asset. Although the actual
level of the Reference Asset on the Maturity Date or at other times during the life of your Notes may be higher than the Final
Level, you will benefit from the Closing Level of the Reference Asset only on 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 this
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 this 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
Low e r 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 lower 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 Threshold Settlement Amount 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 Threshold
Settlement Amount 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.
Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s.
As a holder of the Notes, your potential Payment at Maturity is limited to the Threshold Settlement Amount and you will not
participate in any appreciation of the Reference Asset or the securities included in the Reference Asset (the "Reference Asset
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Constituents"). Additionally, you will not have voting rights or rights to receive cash dividends or other distributions or other rights
that holders of the Reference Asset Constituents would have. The Final Level will not reflect any dividends paid on any Reference
Asset Constituents.

P-8

We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by t he
I nde x Sponsor.
STOXX Limited (the "Index Sponsor") is not an affiliate of ours and will not be involved in any offerings of the Notes in any way.
Consequently, we have no control of any actions of the Index Sponsor, including any actions of the type that would require the
Calculation Agent to adjust the Payment at Maturity. The Index Sponsor does not have any obligation of any sort with respect to
the Notes. Thus, the Index Sponsor has no obligation to take your interests into consideration for any reason, including in taking
any actions that might affect the value of the Notes. None of our proceeds from any issuance of the Notes will be delivered to the
Index Sponsor, except to the extent that we are required to pay the Index Sponsor licensing fees with respect to the Reference
Asset.
T he Re fe re nc e Asse t re fle c t s 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 Asset, which reflects changes in the market prices of the
Reference Asset Constituents. It is 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.
I nve st m e nt in t he Offe re d 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
The value of your Notes is linked to the Reference Asset which holds stocks traded in one or more non-U.S. securities markets.
Investments linked to the value of non-U.S. equity securities involve particular risks. Any non-U.S. securities market may be less
liquid, more volatile and affected by global or domestic market developments in a different way than are the U.S. securities market
or other non-U.S. securities markets. Both government intervention in a non-U.S. securities market, either directly or indirectly, and
cross-shareholdings in non-U.S. companies, may affect trading prices and volumes in that market. Also, there is generally less
publicly available information about non-U.S. companies than about those U.S. companies that are subject to the reporting
requirements of the SEC. Further, non-U.S. companies are likely subject to accounting, auditing and financial reporting standards
and requirements that differ from those applicable to U.S. reporting companies.
The prices of securities in a non-U.S. country are subject to political, economic, financial and social factors that are unique to such
non-U.S. country's geographical region. These factors include: recent changes, or the possibility of future changes, in the
applicable non-U.S. government's economic and fiscal policies; the possible implementation of, or changes in, currency exchange
laws or other laws or restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities; fluctuations, or the
possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster
or adverse public health developments. The United Kingdom has voted to leave the European Union (popularly known as "Brexit").
The effect of Brexit is uncertain, and Brexit has and may continue to contribute to volatility in the prices of securities of companies
located in Europe and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of
these factors, or the combination of more than one of these or other factors, could negatively affect such non-U.S. securities market
and the prices of securities therein. Further, geographical regions may react to global factors in different ways, which may cause
the prices of securities in a non-U.S. securities market to fluctuate in a way that differs from those of securities in the U.S.
securities market or other non-U.S. securities markets. Non-U.S. economies may also differ from the U.S. economy in important
respects, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which
may have a positive or negative effect on non-U.S. securities prices.
T ra ding a nd Busine ss Ac t ivit ie s by T D a nd Our 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.
TD 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 level of the Reference Asset or prices of one or more Reference Asset
Constituents, and we or they 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 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 our affiliates will
have in our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or
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their customers' accounts and in accounts under our or their management. These trading activities could be adverse to the
interests of the holders of the Notes.
We and our affiliates may, at present or in the future, engage in business with one or more issuers of the Reference Asset
Constituents (the "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 us and our affiliates obligations, and your interests as a holder of the Notes. Moreover,
we, and our affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Asset
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

P-9

Notes. Any of these business activities by us or one or more of our affiliates may affect the level of the Reference Asset or one or
more Reference Asset Constituents and, therefore, the market value of the Notes.
T D's I nit ia l Est im a t e d V a lue of t he N ot e s a t t he T im e of Pric ing (Whe n t he T e rm s of Y our N ot e s We re Se t on
t he Pric ing Da t e ) I s Le ss T ha n t he Public Offe ring Pric e of t he N ot e s.
TD's initial estimated value of the Notes is only an estimate. TD's initial estimated value of the Notes is less than the public offering
price of the Notes. The difference between the public offering price of the Notes and TD's initial estimated value reflects costs and
expected profits associated with selling and structuring the Notes, as well as hedging its obligations under the Notes with a third
party. 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 D's a nd T DS's Est im a t e d V a lue of t he N ot e s a re De t e rm ine d By Re fe re nc e t o T D's I nt e rna l Funding Ra t e s
a nd a re N ot De t e rm ine d By Re fe re nc e t o Cre dit Spre a ds or t he Borrow ing Ra t e T D Would Pa y for it s
Conve nt iona l Fix e d -Ra t e De bt Se c urit ie s.
TD's initial estimated value of the Notes and TDS's estimated value of the Notes at any time are determined by reference to TD's
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 TD's conventional fixed-rate debt securities and the borrowing rate TD would pay for its
conventional fixed-rate debt securities. This discount is based on, among other things, TD's 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
TD's 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 TD's conventional fixed-rate debt securities, or the
borrowing rate TD would pay for its conventional fixed-rate debt securities were to be used, TD 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 D's I nit ia l Est im a t e d V a lue of t he N ot e s Doe s N ot Re pre se nt Fut ure V a lue s of t he N ot e s a nd M a y Diffe r
From Ot he rs' (I nc luding T DS's) Est im a t e s.
TD's initial estimated value of the Notes was determined by reference to its internal pricing models when the terms of the Notes
were set. These pricing models take into account a number of variables, such as TD's internal funding rate on the Pricing Date,
and are based on a number of assumptions as discussed further under "Additional Information Regarding the Estimated Value of
the Notes" on page P-2. Different pricing models and assumptions (including the pricing models and assumptions used by TDS)
could provide valuations for the Notes that are different, and perhaps materially lower, from TD's initial estimated value. Therefore,
the price at which TDS would buy or sell your Notes (if TDS makes a market, which it is not obligated to do) may be materially
lower than TD's initial estimated value. 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 t he 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 will not be a prediction of the prices at which TDS, 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,
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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 TDS, 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 DS 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 TDS may initially buy or sell the Notes
in the secondary market (if TDS 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 Pricing Date of
the Notes, as discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which TDS
may initially buy or sell the Notes in the secondary market may not be indicative of future prices of your Notes.

P-10

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;
·
interest rate and yield rates in the market;
·
the time remaining until your Notes mature;
·
any fluctuations in the exchange rate between currencies in which the Reference Asset Constituents are quoted and traded
and the U.S. dollar, as applicable; 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.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment on the Notes. We will serve as the
Calculation Agent and may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent
will exercise its judgment when performing its functions and may take into consideration our ability to unwind any related hedges.
Since this discretion by the Calculation Agent may affect payments on the Notes, the Calculation Agent may have a conflict of
interest if it needs to make any such decision. For example, the Calculation Agent may have to determine whether a market
disruption event affecting the Reference Asset has occurred. This determination may, in turn, depend on the Calculation Agent's
judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge
positions. Since this determination by the Calculation Agent will affect the payment on the Notes, the Calculation Agent may have a
conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role, see
"General Terms of the Notes--Role of Calculation Agent" in the product prospectus supplement.
M a rk e t Disrupt ion Eve nt s a nd Adjust m e nt s.
The 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 "General Terms of the Notes--Market Disruption
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Document Outline

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