Obligation TD Bank 0% ( US89114RCF10 ) en USD

TD Bank

100 % ▼

Canada

US89114RCF10 ( en USD )

15/09/2021 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114RCF10 en USD 0%, échue

1 000 USD

1 668 000 USD

89114RCF1

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 US89114RCF10 (CUSIP 89114RCF1) émise par la Toronto-Dominion Bank (Canada), d'une valeur nominale totale de 1 668 000 USD, avec un prix de marché actuel de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD, une maturité fixée au 15 septembre 2021 et une fréquence de paiement semestrielle, est arrivée à échéance et a été intégralement 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 ,6 6 8 ,0 0 0
Leveraged Capped Basket-Linked Notes due September 15, 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 (September 15, 2021) is
based on the performance of an unequally weighted basket of five indices: the EURO STOXX 50® Index (36% weighting), TOPIX
(27% weighting), the FTSE® 100 Index (19% weighting), the Swiss Market Index (10% weighting), and the S&P/ASX 200 Index
(8% weighting), as measured from the pricing date (January 30, 2020) to and including the valuation date (September 13, 2021).
If the final basket level on the valuation date is greater than the initial basket level, the return on your notes will be positive and will
equal the participation rate of 300% times the percentage change of the basket, subject to the maximum payment amount of
$1,682.50 for each $1,000 principal amount of your notes. If the final basket level is equal to the initial basket level, you will receive
the principal amount of your notes. I f t he fina l ba sk e t le ve l is le ss t ha n t he init ia l ba sk e t 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
ba sk e t le ve l ha s de c line d be low t he init ia l ba sk e t le ve l. Y ou m a y lose your e nt ire princ ipa l a m ount .
The initial basket level was set to 100 on the pricing date and the final basket level will equal (i) 100 times (ii) the sum of 1 plus, as
calculated for each basket component, (a) the percentage change of each basket component from the pricing date to the valuation
date multiplied by (b) its weighting in the basket. The initial index level of each basket component is: 3,690.78 with respect to the
EURO STOXX 50® Index, 1,674.77 with respect to TOPIX, 7,381.96 with respect to the FTSE® 100 Index, 10,748.92 with respect
to the Swiss Market Index and 7,008.429 with respect to the S&P/ASX 200 Index.
To determine your payment at maturity, we will calculate the percentage change of the basket, which is the percentage increase or
decrease in the final basket level from the initial basket 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 basket level is greater than the initial basket 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 basket level is equal to the initial basket level), $1,000; or
? if the percentage change is negative (the final basket level is less than the initial basket 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.
De c re a se s in t he le ve ls of t he ba sk e t c om pone nt s m a y offse t inc re a se s in t he le ve ls of ot he r ba sk e t
c om pone nt s. T he pe rform a nc e of t he ba sk e t c om pone nt s w it h highe r w e ight ings w ill ha ve a la rge r im pa c t
on your re t urn on t he 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 -8 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 5 .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-8 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
$1,668,000.00
$0.00
$1,668,000.00
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TD Securities (USA) LLC
Pricing Supplement dated January 30, 2020
1 See "Supplemental Plan of Distribution (Conflicts of Interest)" 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 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" herein. 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 lower.
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We urge you t o re a d t he "Addit iona l Risk Fa c t ors" he re in.
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, Series E
T ype of N ot e :
Leveraged Capped Basket-Linked Notes (the "Notes")
T e rm :
Approximately 19 months
Ba sk e t :
An unequally weighted basket consisting of the following indices (each, a "Basket Component"):

Basket Component
Bloomberg Ticker
Component Weighting
Initial Index Level*

EURO STOXX 50® Index SX5E
36%
3,690.78

TOPIX
TPX
27%
1,674.77

FTSE® 100 Index
UKX
19%
7,381.96

Swiss Market Index
SMI
10%
10,748.92

S&P/ASX 200 Index
AS51
8%
7,008.429

* With respect to each Basket Component, its Closing Level on the Pricing Date.
CU SI P / I SI N :
89114RCF1 / US89114RCF10
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; $1,668,000.00 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 :
January 30, 2020
I ssue Da t e :
February 6, 2020
V a lua t ion Da t e :
September 13, 2021, subject to postponement for market disruption events and other disruptions, as
described in "-- Final Index Levels" below.
M a t urit y Da t e :
September 15, 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 and in "-- Final Index Level" below.
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 Basket Level is greater than or equal to the Cap Level, the Maximum Payment Amount;
? if the Final Basket Level is greater than the Initial Basket 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 Basket Level is equal to the Initial Basket Level, $1,000; or
? if the Final Basket Level is less than the Initial Basket 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 Ba sk e t Le ve l is le ss t ha n t he I nit ia l Ba sk e t 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 .
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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:
122.75% of the Initial Basket Level
M a x im um Pa ym e nt
$1,682.50 per $1,000 Principal Amount of the Notes (168.25% of the Principal Amount of the Notes). As
Am ount :
a result of the Maximum Payment Amount, the maximum return at maturity of the Notes is 68.25% of the
Principal Amount of the Notes.
Pe rc e nt a ge Cha nge : The quotient of (1) the Final Basket Level minus the Initial Basket Level divided by (2) the Initial Basket
Level, expressed as a percentage.
I nit ia l Ba sk e t Le ve l: 100
Fina l Ba sk e t Le ve l:
100 × [1 + (the sum of the products of the Basket Component Return for each Basket Component
multiplied by its Component Weighting)]
Ba sk e t Com pone nt
With respect to each Basket Component:
Re t urn:
Final Index Level - Initial Index Level
Initial Index Level
I nit ia l I nde x Le ve l:
With respect to each Basket Component, its Closing Level on the Pricing Date, as shown in the table
above.
P-4
Fina l I nde x Le ve l:
With respect to each Basket Component, its Closing Level on the Valuation Date, 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 accompanying product prospectus
supplement.
If the originally scheduled Valuation Date is not a Trading Day with respect to a Basket Component or a
market disruption event with respect to a Basket Component occurs or is continuing on the originally
scheduled Valuation Date, the Final Index Level for that Basket Component will be its Closing Level on
the first Trading Day for such Basket Component following the originally scheduled Valuation Date on
which the Calculation Agent determines that a market disruption event does not occur or is not
continuing. If a market disruption event with respect to such Basket Component occurs or is continuing
on each Trading Day to and including the eighth scheduled Trading Day following the originally
scheduled Valuation Date, or if there are no Trading Days for a period of 8 scheduled Trading Days, the
Final Index Level for that Basket Component will be determined (or, if not determinable, estimated by the
Calculation Agent in a manner which is considered commercially reasonable under the circumstances)
by the Calculation Agent on that eighth scheduled Trading Day, regardless of whether such day is a
Trading Day or the occurrence or continuation of a market disruption event on that day. For the
avoidance of doubt, if the originally scheduled Valuation Date is a Trading Day and no market disruption
event occurs or is occurring on that day with respect to a Basket Component, the determination of that
Basket Component's Final Index Level will be made on the originally scheduled Valuation Date,
irrespective of the non-Trading Day status or the existence of a market disruption event with respect to
any other Basket Component. For the definition of a market disruption event, see "General Terms of the
Notes -- Market Disruption Events" beginning on page PS-21 of the product prospectus supplement. For
the avoidance of doubt, the term "Reference Asset" in the definition of market disruption event refers to a
Basket Component and the term "Reference Asset Constituents" refers to Basket Component
Constituents. If the originally scheduled Valuation Date is postponed due to a non-Trading Day or a
market disruption event for any Basket Component, the Maturity Date will be postponed to the second
Business Day after the postponed Valuation Date.
Closing Le ve l:
With respect to each Basket Component, its Closing Level will be the official closing level of that Basket
Component or any successor index (as defined in the product prospectus supplement) published by the
Index Sponsor (as defined in the product prospectus supplement) on any Trading Day for that Basket
Component.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law to close in New York City or Toronto.
T ra ding Da y:
A Trading Day with respect to a Basket Component means a day on which:
(A) the Eurex (as to the EURO STOXX 50® Index), the Tokyo Stock Exchange (as to TOPIX), the
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London Stock Exchange (as to the FTSE® 100 Index), the SIX Swiss Exchange (as to the
Swiss Market Index), or the Australian Stock Exchange (as to the S&P/ASX 200 Index) (or any
successor to the foregoing exchanges), as applicable, is open for trading; and
(B) that Basket Component or its successor thereto is calculated and published.
P-5
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 Basket. 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" and in the product
prospectus supplement 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-6
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
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" herein, "Additional Risk Factors
Specific to the Notes" in the product prospectus supplement and "Risk Factors" in 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
concerning an investment 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:
https://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
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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-7
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, you should consult your
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 your 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 Basket. If the Final Basket
Level is less than the Initial Basket Level, you will lose a portion of each $1,000 Principal Amount in an amount equal to (i) the
negative Percentage Change multiplied by (ii) $1,000. Specifically, you will lose 1% of the Principal Amount of each of your Notes
for every 1% that the Final Basket Level is less than the Initial Basket 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 Ba sk e t Com pone nt s.
The opportunity to participate in the possible increases in the level of the Basket 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 Basket Level exceeding the Cap Level no matter how much the level of the Basket 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 Basket Components.
Cha nge s in t he Le ve l of One Ba sk e t Com pone nt M a y Be Offse t by Cha nge s in t he Le ve l of t he Ot he r Ba sk e t
Com pone nt s.
A change in the level of one Basket Component may not correlate with changes in the levels of the other Basket Components. The
level of one or more Basket Components may increase while the level of one or more other Basket Components may not increase
as much, or may even decrease. Therefore, in determining the level of the Basket as of any time, increases in the level of one
Basket Component may be moderated, or wholly offset, by lesser increases or decreases in the level of one or more other Basket
Components. Because the weightings of the Basket Components are not equal, the performances of the EURO STOXX 50® Index,
TOPIX and the FTSE® 100 Index will have a significantly larger impact on your return on the Notes than the performance of the
Swiss Market Index or the S&P/ASX 200 Index.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t
t he M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Basket, 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, you 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 Ba sk e t Com pone nt s.
The level of the Basket can rise or fall sharply due to factors specific to the Basket Components, the securities included in the
Basket Components (the "Basket Component Constituents") and their issuers (the "Basket Component 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
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political conditions. You, as an investor in the Notes, should make your own investigation into the Basket Components, the Basket
Component Constituents and the Basket Component Constituent Issuers. For additional information, see "Information Regarding the
Basket Components" herein.
P-8
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, 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 the 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.
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 levels of the Basket Components and, as a result, you may suffer substantial losses.
I f t he Le ve l of t he Ba sk e t Com pone nt s Cha nge , 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 Basket Components. Changes in the levels of the Basket
Components may not result in a comparable change in the market value of your Notes. Even if the levels of the Basket
Components increase above the Initial Index Levels 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 ls of t he Ba sk e t Com pone nt s a t Any T im e Ot he r t ha n t he
V a lua t ion Da t e .
The Final Basket Level will be based on the Closing Levels of the Basket Components on the Valuation Date (subject to
adjustment as described elsewhere in this pricing supplement). Therefore, if the Closing Levels of the Basket Components 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 Levels of the Basket Components prior to such drop in the levels of the Basket
Components. Although the actual levels of the Basket Components on the Maturity Date or at other times during the life of your
Notes may be higher than their levels on the Valuation Date, you will only benefit from the Closing Levels of the Basket
Components 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 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
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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.
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Y ou Will N ot H a ve Any Right s t o t he Se c urit ie s I nc lude d in Any Ba sk e t Com pone nt .
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 securities included in a Basket Component (the "Basket Component Constituents") would have. The Final Basket Level
will not reflect any dividends paid on any Basket Component Constituents.
We H a ve N o Affilia t ion w it h Any I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by Any
I nde x Sponsor.
No Index Sponsor is an affiliate of ours or will be involved in any offerings of the Notes in any way. Consequently, we have no
control of any actions of an Index Sponsor, including any actions of the type that would require the Calculation Agent to adjust the
Payment at Maturity. No Index Sponsor has any obligation of any sort with respect to the Notes. Thus, no Index Sponsor has any
obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the
Notes. None of our proceeds from any issuance of the Notes will be delivered to any Index Sponsor, except to the extent that we
are required to pay an Index Sponsor licensing fees with respect to the relevant Basket 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
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" herein. 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 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.
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
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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
P-10
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 levels of the Basket Components;
·
the volatility i.e., the frequency and magnitude of changes in the level of the Basket;
·
the dividend rates, if applicable, of the Basket Component Constituents;
·
economic, financial, regulatory and political, military or other events that may affect the prices of any of the Basket
Component Constituents and thus the level of the Basket;
·
the correlation among the Basket Components;
·
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 Basket Component 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 Basket cannot be predicted. The actual change in the level of the Basket 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 Basket or to the
hypothetical examples shown elsewhere in this pricing supplement.
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 Basket Components which include Basket Component Constituents 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.
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P-11
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.
Y our N ot e s Are Link e d t o Ba sk e t Com pone nt s t ha t a re c om prise d of Ba sk e t Com pone nt Const it ue nt s t ha t
Are T ra de d in N on -U .S. Curre nc ie s But Are N ot Adjust e d t o Re fle c t T he ir U .S. Dolla r V a lue , T he re fore , t he
Re t urn on Y our N ot e s Will N ot Be Adjust e d for Cha nge s in Ex c ha nge Ra t e s.
Because your Notes are linked to Basket Components with Basket Component Constituents that are traded in non-U.S. currencies
but are not adjusted to reflect their U.S. dollar value, the Payment at Maturity will not be adjusted for changes in the applicable
non-U.S. currency/U.S. dollar exchange rates. The Payment at Maturity will be based solely upon the overall change in the levels
of the Basket Components over the life of your Notes. Changes in exchange rates, however, may reflect changes in the economy
of the countries in which the Basket Component Constituents are listed that, in turn, may affect the level of the relevant Basket
Component, and therefore the Basket.
As of t he Da t e of t his Pric ing Supple m e nt , T he re is N o Ac t ua l H ist ory for t he Closing Le ve ls of t he Ba sk e t .
The Payment at Maturity, if any, for each of your Notes is linked to the Percentage Change in the Basket, which began being
calculated on the Pricing Date. Since there will be no actual history for the closing levels of the Basket, no actual historical
information about the Closing Levels of the Basket will be available for you to consider in making an independent investigation of
the performance of the Basket, which may make it difficult for you to make an informed decision with respect to an investment in
your Notes.
H ypot he t ic a l Pa st Ba sk e t Pe rform a nc e is N o Guide t o Fut ure Pe rform a nc e .
The actual performance of the Basket over the life of the Notes, as well as the Payment at Maturity, may bear little relation to the
hypothetical historical closing levels of the Basket (when available) or to the hypothetical return examples set forth elsewhere in
this pricing supplement. The future performance of the Basket cannot be predicted.
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 a Basket Component 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 and "Summary--Final Index Levels" herein.
P-12
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