Obligation TD Bank 0% ( US89114R4F07 ) en USD

TD Bank

100 % ⇌

Canada

US89114R4F07 ( en USD )

07/04/2021 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114R4F07 en USD 0%, échue

1 000 USD

137 000 USD

89114R4F0

N/A

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

L'obligation US89114R4F07 émise par la Toronto-Dominion Bank (CUSIP : 89114R4F0), libellée en USD, d'un montant total de 137 000 unités avec un minimum de transaction de 1 000 unités, a atteint sa maturité le 07/04/2021 à un prix de marché de 100%, son taux d'intérêt étant de 0%, et a été remboursée.

424B2 1 form424b2.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 1 7 5 1
T he T oront o-Dom inion Ba nk
$ 1 3 7 ,0 0 0
Leveraged Capped S&P 500® Index-Linked Notes due April 7, 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 (April 7, 2021) is based
on the performance of the S&P 500® Index as measured from the pricing date (November 5, 2019) to and including the valuation
date (April 5, 2021). If the final level on the valuation date is greater than the initial level of 3,074.62, the return on your notes will
be positive, subject to the maximum payment amount of $1,186.90 for each $1,000 principal amount of your notes. If the final level
is equal to the initial level, you will receive the principal amount of your notes. I f t he fina l le ve l is le ss t ha n 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 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 init ia l le ve l. Y ou 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 S&P 500® Index, which is the percentage
increase or decrease in the final level from the initial level. At maturity, for each $1,000 principal amount of your notes, you will
receive an amount in cash equal to:
? if the percentage change is positive (the final level is greater than the initial level), the sum of (i) $1,000 plus (ii) the product of
(a) $1,000 times (b) 300.00% times (c) the percentage change, subject to the maximum payment amount;
? if the percentage change is zero (the final level is equal to the initial level), $1,000; or
? if the percentage change is negative (the final level is less than the initial level), the sum of (i) $1,000 plus (ii) the product of (a)
$1,000 times (b) the percentage change. Y ou w ill re c e ive le ss t ha n t he princ ipa l a m ount of your not e s.
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 securities
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 9 4 .9 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 1
Proc e e ds t o T D
Per Note
$1,000.00
$0.00
$1,000.00
Total
$137,000.00
$0.00
$137,000.00
TD Securities (USA) LLC
Pricing Supplement dated November 5, 2019
1 See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-26 herein.
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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. The 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 Pricing 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 less.
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
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product prospectus supplement and the prospectus.
I ssue r:
The Toronto-Dominion Bank ("TD")
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Leveraged Capped Notes (the "Notes")
T e rm :
Approximately 17 months
Re fe re nc e Asse t :
S&P 500® Index (Bloomberg Ticker: SPX)
CU SI P / I SI N :
89114R4F0 / US89114R4F07
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; $137,000 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 :
November 5, 2019
I ssue Da t e :
November 13, 2019
V a lua t ion Da t e :
April 5, 2021, subject to postponement for market disruption events and other disruptions, as
described under "General Terms of the Notes--Valuation Date(s)" on page PS-19 in the product
prospectus supplement.
M a t urit y Da t e :
April 7, 2021, subject to postponement for market disruption events and other disruptions, as
described under "General Terms of the Notes--Maturity Date" beginning on page PS-19 in the
product prospectus supplement.
P-3
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 Cap Level, the Maximum Payment Amount;
? if the Final Level is greater than the Initial Level but less than the Cap Level, the sum of (i)
$1,000 plus (ii) the product of (a) $1,000 times (b) the Leverage Factor times (c) the
Percentage Change;
? if the Final Level is equal to the Initial Level, $1,000; or
? if the Final Level is less than the Initial Level, the sum of (i) $1,000 plus (ii) the product of (a)
$1,000 times (b) the Percentage Change.
I f t he Fina l Le ve l is le ss t ha n t he I nit ia l Le ve l, t he inve st or w ill re c e ive le ss t ha n
t he Princ ipa l Am ount of t he N ot e s a t m a t urit y a nd m a y lose t he ir e nt ire Princ ipa l
Am ount .
All amounts used in or resulting from any calculation relating to the Payment at Maturity will be
rounded upward or downward, as appropriate, to the nearest cent.
Le ve ra ge Fa c t or:
300.00%
Ca p Le ve l:
106.23% of the Initial Level
M a x im um Pa ym e nt
$1,186.90 per $1,000 Principal Amount of the Notes (118.69% of the Principal Amount of the
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Am ount :
Notes). As a result of the Maximum Payment Amount, the maximum return at maturity of the Notes
is 18.69% of the Principal Amount of the Notes.
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:
3,074.62
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-21 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; Modification to
Method of Calculation" beginning on page PS-20 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 "SPX
<INDEX>" or any successor page on Bloomberg or any successor service, as applicable.
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
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S.
federal income tax purposes, as prepaid derivative contracts with respect to the Reference Asset.
Based on certain factual representations received from us, our special U.S. tax counsel,
Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to treat the
Notes in the manner described 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 and adversely from the treatment described above. Please see the discussion below
under "Material U.S. Federal Income Tax Consequences".
Ca na dia n T a x Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
T re a t m e nt :
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
Se t t le m e nt :
described under "Description of the Debt Securities -- Forms of the Debt Securities" and
"Ownership, Book-Entry Procedures and Settlement" in the prospectus.
Ca na dia n Ba il-in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada
Deposit Insurance Corporation Act.
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, Series E, of which these Notes are a part. Capitalized terms used but not defined in this
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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-6 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 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or
"our" refers to The Toronto-Dominion Bank and its subsidiaries.
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. Accordingly, 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. If the Final
Level is less than the Initial Level, you will lose a portion of each $1,000 Principal Amount in an amount equal to the negative
Percentage Change times $1,000. Specifically, you will lose 1% of the Principal Amount of each of your Notes for every 1% that the
Final Level is less than the Initial Level 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 Re t urn on t he N ot e s I s Lim it e d by t he M a x im um Pa ym e nt Am ount a nd M a y Be Le ss T ha n t he
Re t urn on a Dire c t I nve st m e nt I n t he Re fe re nc e Asse t .
The opportunity to participate in the possible increases in the level of the Reference Asset through an investment in the Notes will
be limited because the Payment at Maturity will not exceed the Maximum Payment Amount. Furthermore, the effect of the
Leverage Factor will not be taken into account for any Final Level exceeding the Cap Level no matter how much the level of the
Reference Asset may rise above the Cap Level. Accordingly, your return on the Notes may be less than your return would be if you
made an investment in a security directly linked to the performance 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
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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 re Are M a rk e t Risk s Assoc ia t e d w it h t he Re fe re nc e Asse t .
The level of the Reference Asset can rise or fall sharply due to factors specific to the Reference Asset, the securities included in
the 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 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 Asset,
the Reference Asset Constituents and the Reference Asset Constituent Issuers. For additional information, see "Information
Regarding the Reference Asset" herein.
T he Age nt Disc ount , if a ny, Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t
Se c onda ry M a rk e t Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the
Notes will likely be less than the public offering price. The public offering price includes, and any price quoted to you is likely to
exclude, any underwriting discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging
our obligations under the Notes. In addition, any such price is also likely to reflect any dealer discounts, mark-ups and other
transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.
In addition, if the dealer from which you purchase Notes, or one of its affiliates, is to conduct hedging activities for us in connection
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 the dealer or one of its affiliates to earn fees in
P-7
connection with hedging activities may create a further incentive for the dealer to sell the Notes to you in addition to any
compensation they would receive for the sale of the Notes.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in
Signific a nt Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed 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 precipitously on the
Valuation Date, the Payment at Maturity for your Notes may be significantly less than it would have been had the Payment at
Maturity been linked to the Closing Level of the Reference Asset prior to such drop 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
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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 Le ss
T ha n t he Re t urn on N ot e s Purc ha se d a t Princ ipa l Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s
Will be N e ga t ive ly Affe c t e d.
The Payment at Maturity will not be adjusted based on the public offering price you pay for the Notes. If you purchase Notes at a
price that differs from the Principal Amount of the Notes, then the return on your investment in such Notes held to the Maturity Date
will differ from, and may be substantially less than, the return on Notes purchased at Principal Amount. If you purchase your Notes
at a premium to Principal Amount and hold them to the Maturity Date, the return on your investment in the Notes will be less than it
would have been had you purchased the Notes at Principal Amount or a discount to Principal Amount. In addition, the impact of the
Cap Level on the return on your investment will depend upon the price you pay for your Notes relative to Principal Amount. For
example, if you purchase your Notes at a premium to Principal Amount, the Cap Level will only permit a lower positive return on
your investment in the Notes than would have been the case for Notes purchased at Principal Amount or a discount to Principal
Amount.
P-8
Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s.
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that
holders of the Reference Asset Constituents would have. The Final Level will not reflect any dividends paid on any Reference Asset
Constituents.
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.
S&P Dow Jones Indices LLC (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, or any amount payable on, 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 the 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.
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 ) is 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
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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 less, 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 less
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.
P-9
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 Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which 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,
secondary market prices of your Notes will likely be less than the public offering price of your Notes. As a result, the price at which
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 less than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to
you.
T he T e m pora ry Pric e a t Whic h T 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.
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.
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P-10
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment on the Notes. We will serve as the
Calculation Agent and may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent
will exercise its judgment when performing its functions and may take into consideration our ability to unwind any related hedges.
Because this discretion by the Calculation Agent may affect 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. Because this determination by the Calculation Agent will affect the payment on the Notes, the Calculation Agent may
have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's
role, see "General Terms of the Notes--Role of Calculation Agent" in the product prospectus supplement.
M a rk e t Disrupt ion Eve nt s a nd Post pone m e nt s.
The Valuation Date, and therefore the Maturity Date, are subject to postponement as described in the product prospectus
supplement due to the occurrence of one or more market disruption events. For a description of what constitutes a market
disruption event as well as the consequences of that market disruption event, see "General Terms of the Notes--Market Disruption
Events" in the product prospectus supplement.
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, a nd Any
Am ount Pa ya ble on, 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, and any amount payable on, 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
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 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 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, and any amount payable 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.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax
situation and should read carefully the section entitled "Material U.S. Federal Income Tax Consequences" herein and in the product
prospectus supplement.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the
product prospectus supplement under "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.
P-11
Hypothetical Returns
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The examples and graph set out below are included for illustration purposes only. They should not be taken as an indication or
prediction of future investment results and merely are intended to illustrate the impact that the various hypothetical levels of the
Reference Asset on the Valuation Date could have on the Payment at Maturity assuming all other variables remain constant.
The examples below are based on a range of Final Levels that are entirely hypothetical; the levels of the Reference Asset on any
day throughout the life of the Notes, including the Final Level on the Valuation Date, cannot be predicted. The Reference Asset
has been highly volatile in the past--meaning that the level of the Reference Asset has changed considerably in relatively short
periods--and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return on the offered Notes assuming that they are
purchased on the Issue Date at the Principal Amount and held to the Maturity Date. If you sell your Notes in a secondary market
prior to the Maturity Date, your return will depend upon the market value of your Notes at the time of sale, which may be affected
by a number of factors that are not reflected in the examples below, such as interest rates, the volatility of the Reference Asset and
our creditworthiness. In addition, the estimated value of your Notes at the time the terms of your Notes were set on the Pricing
Date may be less than the original public offering price of your Notes. For more information on the estimated value of your Notes,
see "Additional Risk Factors-- TD's Initial Estimated Value of the Notes at the Time of Pricing (When the Terms of Your Notes
Were Set on the Pricing Date) is Less Than the Public Offering Price of the Notes." on page P-9 of this pricing supplement. The
information in the examples also reflect the key terms and assumptions in the box below.
K e y T e rm s a nd Assum pt ions
Principal Amount
$1,000
Leverage Factor
300.00%
Cap Level
106.23% of the Initial Level
Maximum Payment Amount
$1,186.90
Neither a market disruption event nor a non-Trading Day occurs on the originally scheduled Valuation Date
No change in or affecting any of the Reference Asset Constituents or the method by which the Index Sponsor
calculates the Reference Asset
Notes purchased on the Issue Date at the Principal Amount and held to the Maturity Date
The actual performance of the Reference Asset over the life of your Notes, as well as the Payment at Maturity, if any, may bear
little relation to the hypothetical examples shown below or to the historical levels of the Reference Asset shown elsewhere in this
pricing supplement. For information about the historical levels of the Reference Asset during recent periods, see "Information
Regarding the Reference Asset--Historical Information" below.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your Notes, tax liabilities could affect the after-tax rate of return on your Notes to a comparatively greater
extent than the after-tax return on the Reference Asset Constituents.
P-12
The levels in the left column of the table below represent hypothetical Final Levels and are expressed as percentages of the Initial
Level. The amounts in the right column represent the hypothetical Payment at Maturity, based on the corresponding hypothetical
Final Level, and are expressed as percentages of the Principal Amount of a Note (rounded to the nearest one-thousandth of a
percent). Thus, a hypothetical Payment at Maturity of 100.000% means that the value of the cash payment that we would pay for
each $1,000 of the outstanding Principal Amount of the offered Notes on the Maturity Date would equal 100.000% of the Principal
Amount of a Note, based on the corresponding hypothetical Final Level and the assumptions noted above.
H ypot he t ic a l Fina l Le ve l
H ypot he t ic a l Pa ym e nt a t M a t urit y
(a s Pe rc e nt a ge of I nit ia l Le ve l)
(a s Pe rc e nt a ge of Princ ipa l Am ount )
150.000%
118.690%
140.000%
118.690%
130.000%
118.690%
120.000%
118.690%
110.000%
118.690%
108.000%
118.690%
1 0 6 .2 3 0 %
1 1 8 .6 9 0 %
106.000%
118.000%
104.000%
112.000%
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Document Outline

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