Obligation TD Bank 8% ( US89114RAN61 ) en USD

TD Bank

100 % ▲

Canada

US89114RAN61 ( en USD )

8% par an ( paiement semestriel )

07/01/2021 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114RAN61 en USD 8%, échue

1 000 USD

1 210 000 USD

89114RAN6

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 Toronto-Dominion Bank (ISIN : US89114RAN61, CUSIP : 89114RAN6), émise au Canada en USD, d'une valeur nominale de 1 210 000 USD avec un prix actuel au marché de 100%, un coupon de 8% et une échéance le 07/01/2021, payable semestriellement par tranche minimale de 1 000 USD, est arrivée à maturité et a été remboursée.

424B2 1 form424b2.htm PRICING SUPPLEMENT
Pricing Supplement dated December 20, 2019 to the
Filed Pursuant to Rule 424(b)(2)
Product Prospectus Supplement MLN -ES -ETF-1 dated June 19, 2019 and
Registration Statement No. 333 -231751
Prospectus Dated June 18, 2019
T he T oront o-Dom inion Ba nk
$ 1 ,2 1 0 ,0 0 0
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s w it h M e m ory I nt e re st

Link e d t o t he Com m on St oc k of M c Dona ld's Corpora t ion Due J a nua ry 7 , 2 0 2 1
Se nior De bt Se c urit ie s, Se rie s E
Ge ne ra l
·
The Notes are designed for investors who (i) wish to receive a Contingent Interest Payment (as defined below), plus any previously unpaid Contingent Interest Payments, if on any
Review Date the Closing Price or Final Price, as applicable, of the common stock of McDonald's Corporation (the "Reference Asset") is greater than or equal to the Barrier Price
(as defined below), (ii) are willing to accept the risk of losing a significant portion or all of their Principal Amount and of not receiving any Contingent Interest Payments over the
term of the Notes and (iii) are willing to forgo fixed interest and dividend payments. Contingent Interest Payments should not be viewed as periodic interest payments.
·
The Notes will be automatically called prior to the Maturity Date if the Closing Price of the Reference Asset is greater than or equal to the Initial Price on any Review Date other
than the Final Review Date. If the Notes are not automatically called and the arithmetic average of the Closing Price of the Reference Asset on each Averaging Date (the "Final
Price") is less than the Barrier Price, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Price is less than the Initial Price, and may lose the
entire Principal Amount.
·
Any payments on the Notes, including any repayment of principal, are subject to our credit risk.
K e y T e rm s
Issuer:
The Toronto -Dominion Bank ("TD")
Reference Asset:
The Common Stock of McDonald's Corporation (Bloomberg ticker: "MCD")
Principal Amount:
$1,000 per Note, subject to a minimum investment of $10,000 and integral multiples of $1,000 in excess thereof.
Term:
Approximately 54 weeks, subject to an automatic call.
Pricing Date:
December 20, 2019
Issue Date:
December 26, 2019, which is three Business Days following the Pricing Date. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
Maturity Date:
January 7, 2021, subject to postponement as described further under "Additional Terms -- Market Disruption Events".
Call Feature:
If the Closing Price of the Reference Asset on any Review Date other than the Final Review Date is greater than or equal to the Initial Price, we will automatically
call the Notes and, on the applicable Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plus the Contingent Interest Payment
otherwise due and any previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature. No
further amounts will be owed to you under the Notes.
Call Payment Dates:
If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment Date immediately following the relevant Review Date.
Review Dates:
April 2, 2020, July 2, 2020, October 1, 2020 and January 4, 2021 (the "Final Review Date"). Each Review Date is subject to postponement as described further
under "Additional Terms -- Review Dates" herein.
Contingent Interest
If the Closing Price of the Reference Asset on any Review Date other than the Final Review Date, or the Final Price as of the Final Review Date, is greater than
Payment Feature:
or equal to the Barrier Price, a Contingent Interest Payment, plus any previously unpaid Contingent Interest Payments with respect to any previous Review Dates
pursuant to the Memory Interest Feature, will be paid to you on the corresponding Contingent Interest Payment Date . Cont inge nt I nt e re st Pa ym e nt s on t he
N ot e s a re not gua ra nt e e d. Y ou w ill not re c e ive t he Cont inge nt I nt e re st Pa ym e nt w it h re spe c t t o a Re vie w Da t e on t he c orre sponding
Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing Pric e on suc h Re vie w Da t e ot he r t ha n t he Fina l Re vie w Da t e , or t he Fina l Pric e a s of
t he Fina l Re vie w Da t e , is le ss t ha n t he Ba rrie r Pric e . Any Contingent Interest Payment due on a Note will be paid to the registered holder of such
Note, as determined on the record date, which will be the Business Day preceding the relevant Contingent Interest Payment Date. All amounts used in or resulting
from any calculation relating to a Contingent Interest Payment will be rounded upward or downward as appropriate, to the nearest tenth of a cent.
Memory Interest
If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity Date) because the Closing Price of the Reference
Feature:
Asset is less than the Barrier Price on the related Review Date, such Contingent Interest Payment will be made on a later Contingent Interest Payment Date if the
Closing Price of the Reference Asset (in the case of any Review Date other than the Final Review Date) or the Final Price (in the case of the Final Review Date),
as applicable, is greater than or equal to the Barrier Price on the relevant Review Date. For the avoidance of doubt, once a previously unpaid Contingent Interest
Payment has been made on a later Contingent Interest Payment Date, it will not be made again on any subsequent Contingent Interest Payment Date. If the
Closing Price of the Reference Asset (in the case of any Review Date other than the Final Review Date) and the Final Price (in the case of the Final Review
Date) are less than the Barrier Price on each of the Review Dates, you will receive no Contingent Interest Payments during the term of, and will not receive a
positive return on, the Notes.
Contingent Interest
$20.00 per $1,000 Principal Amount of the Notes, if payable.
Payment:
Contingent Interest
With respect to each Review Date, the third Business Day following the related Review Date, with the exception that the final Contingent Interest Payment Date will
Payment Dates:
be the Maturity Date, subject to postponement as described under "Additional Terms -- Review Dates" or, if such day is not a Business Day, the next following
Business Day.
Payment at Maturity
If the Notes are not automatically called, on the Maturity Date, we will pay a cash payment, if anything, per Note equal to:
(if not called):
· If the Final Price is greater than or equal to the Barrier Price: The Principal Amount of $1,000.
As discussed under "Contingent Interest Payment Feature" above, we will also pay any Contingent Interest Payment otherwise due and any previously
unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature.
· If the Final Price is less than the Barrier Price: The sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Percentage Change.
I f t he N ot e s a re not a ut om a t ic a lly c a lle d a nd t he Fina l Pric e is le ss t ha n t he Ba rrie r Pric e , you w ill lose 1 % of t he Princ ipa l Am ount of
t he N ot e s for e a c h 1 % t ha t t he Fina l Pric e is le ss t ha n t he I nit ia l Pric e , a nd m a y lose your e nt ire Princ ipa l Am ount . Any pa ym e nt s on
t he N ot e s a re subje c t t o our c re dit risk . All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded upward
or downward as appropriate, to the nearest cent.
Percentage Change:
The Percentage Change is the quotient, expressed as a percentage, of the following formula:
Final Price Initial Price
Initial Price
Initial Price:
$197.14, which is the Closing Price of the Reference Asset on the Pricing Date, as determined by the Calculation Agent and as subject to adjustment as described
under "General Terms of the Notes-- Anti-Dilution Adjustments" in the product prospectus supplement.
Final Price:
The arithmetic average of the Closing Price of the Reference Asset on each of the "Averaging Dates" specified below, as determined by the Calculation Agent.
Averaging Dates:
December 28, 2020, December 29, 2020, December 30, 2020, December 31, 2020 and the Final Review Date. Each "Averaging Date" is a "Valuation Date" for the
purposes of the product prospectus supplement and is subject to postponement as described under "Additional Terms -- Market Disruption Events" herein.
Barrier Price:
$170.1318, which is 86.30% of the Initial Price, as determined by the Calculation Agent and as subject to adjustment as described under "General Terms of the
Notes -- Anti-Dilution Adjustments" in the product prospectus supplement.
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CUSIP / ISIN:
89114RAN6 / US89114RAN61
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $985.30 per Note, as discussed further under "Additional Risk Factors --
Estimated Value" beginning on page P -5 and "Additional Information Regarding the Estimated Value of the Notes" on page P -17 of this pricing supplement. The estimated value is less
than the public offering price of the Notes.
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.The Notes will not be listed or displayed on any securities exchange or any electronic
communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P -3 of t his
pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-6 of t he produc t prospe c t us supple m e nt M LN -ES-ET F -1 da t e d
J une 1 9 , 2 0 1 9 , (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors" on pa ge 1 of t he prospe c t us da t e d J une 1 8 , 2 0 1 9 (t he "prospe c t us"). N e it he r
t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se N ot e s or de t e rm ine d
t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a
c rim ina l offe nse .

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D 2
Per Note
$1,000.00
$ 10.00
$ 990.00
Total
$1,210,000.00
$12,100.00
$1,197,900.00
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes after the date of this pricing supplement, at public offering
prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the Notes will depend in part on the public
offering price you pay for such Notes.
1 The public offering price for investors purchasing the Notes in fiduciary accounts may have been as low as $990.00 (99.00%) per Note.
2 TD Securities (USA) LLC ("TDS" or the "Agent") will receive a commission of $10.00 per $1,000.00 Principal Amount of the Notes sold in this offering. J.P. Morgan Securities LLC , which we refer to as JPMS LLC,
and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes and, from the commission to TDS, will receive a placement fee of $10.00 for each Note they sell in this offering to accounts other than
fiduciary accounts. TDS and the placement agents will forgo a commission and placement fee for sales to fiduciary accounts. TD will reimburse TDS for certain expenses in connection with its role in the offer and
sale of the Notes, and TD will pay TDS a fee in connection with its role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-16 of this pricing supplement.
TD SECURITIES (USA) LLC
P-1
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-ES-ETF-1
(the "product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used
but not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any
conflict the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus.
The Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this
pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-3 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 concerning an investment in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that
address has changed, by reviewing our filings for the relevant date on the SEC website):
?
Prospectus dated June 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011260/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
P-2
Selected Purchase Considerations
·
Lim it e d Re t urn Pot e nt ia l  The return potential of the Notes is limited to any Contingent Interest Payments you may receive over the
term of the Notes and you will not participate in any appreciation in the price of the Reference Asset. If you don't receive any Contingent
Interest Payments over the term of the Notes, you will not have a positive return on your investment.
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·
Pot e nt ia l For Aut om a t ic Ca ll  The Notes will be automatically called if the Closing Price of the Reference Asset is greater than or
equal to the Initial Price on any Review Date other than the Final Review Date and are, therefore, subject to reinvestment risk. If the Notes
are automatically called, on the Call Payment Date, you will receive a cash payment per Note equal to the Principal Amount, plus the
Contingent Interest Payment otherwise due and any previously unpaid Contingent Interest Payments with respect to any previous Review
Dates pursuant to the Memory Interest Feature.
·
Cont inge nt Re pa ym e nt of Princ ipa l, w it h Pot e nt ia l for Full Dow nside Ex posure  If the Notes are not automatically called
and the Final Price is greater than or equal to the Barrier Price, in addition to any Contingent Interest Payment otherwise due on the
Maturity Date and any previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory
Interest Feature, you will receive a cash payment per Note equal to the Principal Amount. If, however, the Notes are not automatically called
and the Final Price is less than the Barrier Price, you will lose 1% of the Principal Amount of the Notes for each 1% that the Final Price is
less than the Initial Price, and may lose your entire investment in the Notes.
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.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if
the Notes are not automatically called and the Final Price is less than the Barrier Price, investors will lose 1% of the Principal Amount of the
Notes for each 1% that the Final Price is less than the Initial Price, and may lose the entire Principal Amount.
Y ou Will N ot Re c e ive t he Cont inge nt I nt e re st Pa ym e nt Wit h Re spe c t t o a Re vie w Da t e on t he c orre sponding
Cont inge nt I nt e re st Pa ym e nt Da t e I f t he Closing Pric e or Fina l Pric e , a s Applic a ble , on suc h Re vie w Da t e I s Le ss
T ha n t he Ba rrie r Pric e .
You will not necessarily receive Contingent Interest Payments on the Notes, and thus Contingent Interest Payments should not be viewed as
periodic interest payments. You will not receive the Contingent Interest Payment with respect to a Review Date on the corresponding Contingent
Interest Payment Date if the Closing Price of the Reference Asset on such Review Date (in the case of any Review Date other than the Final
Review Date) or the Final Price (in the case of the Final Review Date), as applicable, is less than the Barrier Price. However, if a Contingent
Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity date) because the Closing Price of the Reference
Asset is less than the Barrier Price on the related Review Date, such Contingent Interest Payment will be made on a later Contingent Interest
Payment Date if the Closing Price of the Reference Asset (in the case of any Review Date other than the Final Review Date) or the Final Price
(in the case of the Final Review Date), as applicable, is greater than or equal to the Barrier Price on the relevant Review Date.
If the Closing Price and Final Price, as applicable, of the Reference Asset is less than the Barrier Price on each Review Date over the term of
the Notes, you will not receive any Contingent Interest Payments and you will not receive a positive return on your Notes. Generally, this non-
payment of the Contingent Interest Payment will coincide with a greater risk of principal loss on your Notes. Accordingly, if we do not pay any
Contingent Interest Payment on the Maturity Date, you will incur a loss of principal because the Final Price will be less than the Barrier Price,
and you may lose your entire Principal Amount.
T he Pot e nt ia l Posit ive Re t urn on t he N ot e s I s Lim it e d t o t he Cont inge nt I nt e re st Pa ym e nt s Pa id on t he N ot e s, I f
Any, Re ga rdle ss of Any Appre c ia t ion in t he Pric e of t he Re fe re nc e Asse t .
The potential positive return on the Notes is limited to any Contingent Interest Payments paid, meaning any positive return on the Notes will be
composed solely by the sum of any Contingent Interest Payments paid over the term of the Notes. Therefore, if the appreciation of the
Reference Asset exceeds the sum of any Contingent Interest Payments actually paid on the Notes, the return on the Notes will be less than the
return on a direct investment in the Reference Asset or in a security directly linked to the positive performance of the Reference Asset.
TD SECURITIES (USA) LLC
P-3
Y our Re t urn M a y Be Le ss t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of Com pa ra ble M a t urit y.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. The
Notes do not provide for fixed interest payments and you may not receive any Contingent Interest Payments over the term of the Notes. Even if
you do receive one or more Contingent Interest Payments and your return on the Notes is positive, your return may be less than the return you
would earn if you bought a conventional, interest-bearing senior debt security of TD of comparable maturity or if you invested directly in the
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Reference Asset. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of
money.
T he N ot e s M a y Be Aut om a t ic a lly Ca lle d Prior t o t he M a t urit y Da t e And Are Subje c t t o Re inve st m e nt Risk .
If your Notes are automatically called, no further payments will be owed to you under the Notes after the applicable Call Payment Date.
Therefore, because the Notes could be called as early as the first potential Call Payment Date, the holding period could be limited. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in
the event the Notes are automatically called prior to the Maturity Date. Furthermore, to the extent you are able to reinvest such proceeds in an
investment with a comparable return for a similar level of risk, you may incur transaction costs such as dealer discounts and hedging costs built
into the price of the new notes.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's creditworthiness. Any
decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to adversely affect the
market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts
due under the terms of the Notes.
T he Age nt Disc ount , 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, the 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 dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or
trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial. If you sell your Notes before an automatic call or the
Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of the price of the Reference Asset at
such time, and as a result, you may suffer substantial losses.
T he Am ount s Pa ya ble on t he N ot e s Are N ot Link e d t o t he Pric e of t he Re fe re nc e Asse t a t Any T im e Ot he r T ha n on
t he Applic a ble Re vie w Da t e s or Ave ra ging Da t e s, a nd t he Pa ym e nt a t M a t urit y, if Any, w ill be Ba se d on t he
Arit hm e t ic Ave ra ge of t he Closing Pric e s of t he Re fe re nc e Asse t on Ea c h of t he Ave ra ging Da t e s.
Any payments on the Notes will be based on the Closing Price of the Reference Asset only on the Review Dates and on the Averaging Dates
(including the Final Review Date). Even if the market price of the Reference Asset appreciates at any other time but then declines to a Closing
Price or Final Price, as applicable, that is less than the Barrier Price on a Review Date, you will not receive the Contingent Interest Payment with
respect to such Review Date on the corresponding Contingent Interest Payment Date.
In addition, any Payment at Maturity will be calculated by reference to the Final Price, which will be equal to the arithmetic average of the
Closing Prices of the Reference Asset on each of the Averaging Dates. In calculating the Final Price, positive performance of the Reference
Asset on one or more Averaging Dates that would lead to a positive return on the Notes may be moderated, wholly offset or even reversed by
changes in the price of the Reference Asset on one or more of the other Averaging Dates. Therefore, even if the Closing Price of the Reference
Asset was greater than or equal to the Barrier Price on certain Averaging Dates (including the Final Review Date), the return on the Notes will
be negative if the Closing Price was less than the Barrier Price on other Averaging Dates and the Final Price is less than the Barrier Price.
T he Cont inge nt I nt e re st Pa ym e nt Will Re fle c t , I n Pa rt , t he V ola t ilit y of t he Re fe re nc e Asse t a nd M a y N ot Be
Suffic ie nt t o Com pe nsa t e Y ou for t he Risk of Loss a t M a t urit y.
Generally, the higher the Reference Asset's volatility, the more likely it is that the Closing Price or Final Price, as applicable, of the Reference
Asset could be less than the Initial Price or the Barrier Price on a Review Date or Averaging Date, as applicable. Volatility means the magnitude
and frequency of changes in the price of the Reference Asset. This greater risk will generally be reflected in a higher Contingent Interest
Payment for the Notes than the amount payable on our conventional debt securities of a comparable term. However, while the Contingent
Interest Payment is set on the Pricing Date, the Reference Asset's volatility can change significantly over
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TD SECURITIES (USA) LLC
P-4
the term of the Notes, and may increase. The Closing Price or Final Price, as applicable, of the Reference Asset could fall sharply on the Review
Dates and Averaging Dates, resulting in few or no Contingent Interest Payments and in a significant or entire loss of principal.
T he re Are Single St oc k Risk s Assoc ia t e d w it h t he Re fe re nc e Asse t .
The price of the Reference Asset can rise or fall sharply due to factors specific to the Reference Asset and the issuer of the Reference Asset
(the "Reference Asset Issuer"), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments,
management changes and decisions and other events, as well as general market factors, such as general stock 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 Issuer and the Reference Asset for your Notes. For additional information, see "Information Regarding the Reference Asset" in this pricing
supplement and the Reference Asset Issuer's SEC filings. We urge you t o re vie w fina nc ia l a nd ot he r inform a t ion file d
pe riodic a lly by t he Re fe re nc e Asse t I ssue r w it h t he SEC.
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Le ss T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is less than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional, fixed-rate
debt securities and the borrowing rate we would pay for our conventional, fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt
securities, or the borrowing rate we would pay for our conventional, fixed-rate debt securities were to be used, we would expect the
economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an
internal funding rate for the Notes is expected to increase the estimated value of the Notes at any time.
T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models when the terms of the Notes were set, which take into account a
number of variables, such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are
not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other
financial institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those
of other financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of
your Notes may be materially less than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be less than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be less than the price you paid for your Notes, and any sale prior to the Maturity Date could
result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
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the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as
discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
TD SECURITIES (USA) LLC
P-5
Y ou Will H a ve N o Right s t o Re c e ive Any Sha re s of t he Re fe re nc e Asse t a nd Y ou Will N ot Be Ent it le d t o Divide nds or
Ot he r Dist ribut ions by t he Re fe re nc e Asse t .
The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer. Investing in the Notes will
not make you a holder of shares of the Reference Asset. Your return on the Notes is limited to the Contingent Interest Payments, if any, and you
will not participate in any appreciation of the Reference Asset even though, if the Final Level is less than the Barrier Level, you are subject to its
downside market risk. Additionally, you will not have any voting rights, any rights to receive dividends or other distributions, or any rights against
the Reference Asset Issuer. As a result, the return on your Notes will not reflect the return you would realize if you actually owned shares of the
Reference Asset, participated in any appreciation of the Reference Asset and received the dividends paid or other distributions made in
connection with the Reference Asset. The amount you receive on the Maturity Date, if anything, will be paid in cash and you have no right to
receive delivery of shares of the Reference Asset.
Y ou Will H a ve Lim it e d Ant i-Dilut ion Prot e c t ion.
The Calculation Agent may adjust the Initial Price and Barrier Price for stock splits, reverse stock splits, stock dividends, extraordinary dividends
and other events that affect the Reference Asset upon the occurrence of certain events affecting the Reference Asset, as described in the
product prospectus supplement under the section "General Terms of the Notes--Anti-Dilution Adjustments". The Calculation Agent is not
required to make an adjustment for every event that may affect the Reference Asset and, even if the Calculation Agent does make an
adjustment for any such event, those events or other actions by the Reference Asset Issuer may nevertheless adversely affect the price of the
Reference Asset and, therefore, adversely affect the market value of, and return on, your Notes.
We Do N ot Cont rol t he Re fe re nc e Asse t I ssue r a nd Are N ot Re sponsible for Any of it s Disc losure .
Neither we nor any of our affiliates have the ability to control the actions of the Reference Asset Issuer and have not conducted any
independent review or due diligence of any information related to the Reference Asset or Reference Asset Issuer. We are not responsible for the
Reference Asset Issuer's public disclosure of information on itself or the Reference Asset, whether contained in SEC filings or otherwise. You
should make your own investigation into the Reference Asset Issuer and the Reference Asset.
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 amounts payable 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. For example, the Calculation Agent may have to determine whether a Market Disruption Event affecting the Reference Asset has
occurred, which 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 may affect the amounts
payable 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.
Any Re vie w Da t e or Ave ra ging Da t e (inc luding t he Fina l Re vie w Da t e ) a nd t he Re la t e d Pa ym e nt Da t e s a re Subje c t t o
M a rk e t Disrupt ion Eve nt s a nd Post pone m e nt .
Each Review Date and Averaging Date (including the Final Review Date) and the related payment dates (including the Maturity Date) are
subject to postponement as described herein and in the product prospectus supplement due to the occurrence of one of 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
"Additional Terms -- Market Disruption Events" herein and "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 or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of, a nd Any Am ount s
Pa ya ble on, t he N ot e s.
We, the Agent and/or one or more of our other affiliates may hedge our obligations under the Notes by purchasing shares of the Reference
Asset, securities, futures, options or other derivative instruments with returns linked or related to changes in the price of the Reference Asset,
and we may adjust these hedges by, among other things, purchasing or selling shares of the Reference Asset, securities, futures, options or
other derivative instruments at any time. It is possible that we and/or one or more of our affiliates could receive substantial returns from these
hedging activities while the market value of, and any amounts payable on, the Notes declines. We and/or one or more of our affiliates may also
issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the performance of the
Reference Asset.
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These trading activities may present a conflict between the holders' interest in the Notes and the interests we and/or our affiliates will have in
our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our and/or their customers'
accounts and in accounts under our and/or their management. These trading activities could be adverse to the interests of the holders of the
Notes.
We, the Agent and/or another of our affiliates may, at present or in the future, engage in business with the Reference Asset Issuer, including
making loans to or providing advisory services to those companies. These services could include investment banking and merger and
acquisition advisory services. These business activities may present a conflict between our and/or one or more of our affiliates' (including the
Agent's) obligations and your interests as a holder of the Notes. Moreover, we, the Agent and/or another of our affiliates may have published,
and in the future expect to publish, research reports with respect to the Reference Asset or the Reference Asset Issuer. This research is
modified from time to time without notice and may express opinions or provide recommendations that are
TD SECURITIES (USA) LLC
P-6
inconsistent with purchasing or holding the Notes. Any of these activities by us, the Agent and/or another of our affiliates may affect the price of
the Reference Asset and, therefore, the market value of, and any amounts 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" in the product prospectus supplement, and the section
entitled "Material U.S. Federal Income Tax Consequences" below. You should consult your tax advisor as to the tax consequences of your
investment in the Notes.
The U.S. federal income tax treatment of the Contingent Interest Payments is unclear with respect to non-U.S. holders. Ac c ordingly, w e
w ill t re a t a ny Cont inge nt I nt e re st Pa ym e nt s on t he N ot e s a s subje c t t o a 3 0 % U .S. w it hholding t a x . T o t he e x t e nt
w e ha ve w it hholding re sponsibilit ie s w it h re spe c t t o a N ot e , w e int e nd t o w it hhold suc h t a x on a ny Cont inge nt
I nt e re st Pa ym e nt a nd w e a nt ic ipa t e t ha t ot he r w it hholding a ge nt s w ould do t he sa m e . Y ou a re urge d t o c onsult
your t a x a dvisors re ga rding t he a pplic a t ion of t he w it hholding t a x t o your N ot e s a nd t he a va ila bilit y of a ny re duc t ion
in t a x pursua nt t o a n inc om e t a x t re a t y. N o a ssura nc e c a n be give n t ha t you w ill be a ble t o suc c e ssfully c la im a
re duc t ion in t a x pursua nt t o a n a pplic a ble inc om e t a x t re a t y. We w ill not pa y a ny a ddit iona l a m ount s in re spe c t of
a ny suc h w it hholding.
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.
TD SECURITIES (USA) LLC
P-7
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s w it h M e m ory I nt e re st

Link e d t o t he Com m on St oc k of M c Dona ld's Corpora t ion
Due J a nua ry 7 , 2 0 2 1

Additional Terms
The information in this "Additional Terms" section supplements, and to the extent inconsistent supersedes, the information set forth in the
product prospectus supplement and the prospectus.
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Autocallable Contingent Interest Barrier Notes with Memory Interest
Age nt :
TDS
Curre nc y:
U.S. Dollars
Re vie w Da t e s:
The Review Dates will be the dates specified on the cover hereof and are subject to postponement for
Market Disruption Events as described under "-- Market Disruption Events" below. If any Review Date
other than the Final Review Date is not a Trading Day, such date will be the next following Trading Day. If
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the Final Review Date is not a Trading Day, such date will be the next following Valid Date as described
under "-- Market Disruption Events" below.
M onit oring Pe riod:
For purposes of determination of the Final Price, the Calculation Agent will observe the Closing Price on
each Averaging Date.
M a rk e t Disrupt ion Eve nt s:
If a Market Disruption Event occurs or is continuing on any Review Date other than the Final Review Date
(which is also the final Averaging Date and may be postponed as discussed below), the affected Review
Date will be postponed to the next Trading Day on which no Market Disruption Event occurs or is
continuing, by up to eight Trading Days. If the determination of the Closing Price of the Reference Asset
for such Review Date is postponed to the last possible day, but a Market Disruption Event occurs or is
continuing on that day, that day will nevertheless be the date on which the Closing Price of the Reference
Asset will be determined and the Calculation Agent will estimate the price that would have prevailed in the
absence of the Market Disruption Event. If a Review Date (other than the Final Review Date) is
postponed, the corresponding Contingent Interest Payment Date (other than the Maturity Date, which may
be postponed as discussed below) or Call Settlement Date, as applicable, will be postponed to maintain
the same number of Business Days between such dates as existed prior to the postponement(s).
If a Market Disruption Event occurs or is continuing on an Averaging Date (including the Final Review
Date), the affected Averaging Date will be postponed to the next Valid Date. A "Valid Date" is a Trading
Day (i) on which no Market Disruption Event occurs or is continuing and (ii) which is not otherwise
scheduled to be an Averaging Date. If the first succeeding Valid Date has not occurred as of the close of
trading on the eighth Trading Day immediately following the original date such that, but for the occurrence
of another Averaging Date or a Market Disruption Event, would have been the final Averaging Date, then
(1) that eighth Trading day shall be deemed to be the Averaging Date (irrespective of whether that eighth
Trading Day is already an Averaging Date), and (2) the Calculation Agent shall determine the Closing
Price on such day as specified above. If the Calculation Agent postpones the determination of the Closing
Price on an Averaging Date (and therefore postpones the determination of the Final Price), the Maturity
Date will be postponed to maintain the same number of Business Days between the final Averaging Date
and the Maturity Date as existed prior to the postponement(s)
Each Review Date and each Averaging Date is a "Valuation Date" for purposes of the product prospectus
supplement. See "General Terms of the Notes -- Market Disruption Events" in the product prospectus
supplement for events that constitute a Market Disruption Event.
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
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.
TD SECURITIES (USA) LLC
P-8
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s w it h M e m ory I nt e re st

Link e d t o t he Com m on St oc k of M c Dona ld's Corpora t ion
Due J a nua ry 7 , 2 0 2 1

Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as
described under "Description of the Debt Securities -- Forms of the Debt Securities" and "Ownership,
Book-Entry Procedures and Settlement" in the prospectus.
Ca na dia n Ba il -in:
The Notes are not bail-inable debt securities (as described in the prospectus) under the Canada Deposit
Insurance Corporation Act.
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TD SECURITIES (USA) LLC
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Hypothetical Returns
The examples set out below are included for illustration purposes only and are hypothetical examples only; amounts below may have been
rounded for ease of analysis. The hypothetical Initial Price, Closing Prices and Percentage Changes of the Reference Asset used to illustrate
the calculation of whether a Contingent Interest Payment is payable on a Contingent Interest Payment Date and the Payment at Maturity does
not reflect the actual Initial Price and are not estimates or forecasts of the actual Initial Price, Closing Price, or Final Price, or the price of the
Reference Asset on any trading day prior to the Maturity Date. All examples assume a hypothetical Initial Price of $100.00, a hypothetical
Barrier Price of $86.30 (86.30%% of the hypothetical Initial Price), a Contingent Interest Payment of $20.00 per Note, that the Notes may be
subject to an automatic call on any Review Date other than the Final Review Date, that a holder purchased Notes with a Principal Amount of
$1,000 and that no Market Disruption Event occurs on any Review Date, including the Final Review Date. The actual terms of the Notes are
indicated on the cover hereof.
Ex a m ple 1 --
T he N ot e s Are Aut om a t ic a lly Ca lle d on t he First Ca ll Pa ym e nt Da t e .
Re vie w Da t e
Closing Pric e
Pa ym e nt (pe r N ot e )

$1,000 (Principal Amount)
First
$115.00 (greater than or equal to the Initial Price)
+ $20.00 (Contingent Interest Payment)

$1,020.00 (Total Payment upon Automatic
Call)
Because the Closing Price is greater than or equal to the Initial Price (and therefore also greater than the Barrier Price) on the first Review Date,
the Notes will be automatically called and, on the Call Payment Date, we will pay you a cash payment equal to $1,020.00 per Note, reflecting the
Principal Amount plus the applicable Contingent Interest Payment, for a return of 2.00% per Note. No further amounts will be owed under the
Notes.
Ex a m ple 2 --
T he N ot e s Are Aut om a t ic a lly Ca lle d on t he T hird Ca ll Pa ym e nt Da t e .
Re vie w Da t e
Closing Pric e
Pa ym e nt (pe r N ot e )

First
$90.00 (less than the Initial Price; greater than or equal to the Barrier Price)
$20.00 (Contingent Interest Payment)

Second
$60.00 (less than the Barrier Price)
$0

Third
$120.00 (greater than or equal to the Initial Price)
$1,000 (Principal Amount)
+ $40.00 (Contingent Interest Payment and
previously unpaid Contingent Interest
Payment in respect of the second Review
Date)

$1,040.00 (Total Payment upon Automatic
Call)
Because the Closing Price on the first Review Date is greater than or equal to the Barrier Price and less than or equal to the Initial Price, we will
pay you the Contingent Interest Payment with respect to such Review Date on the corresponding Contingent Interest Payment Date. Because
the Closing Price of the Reference Asset on the second Review Date is less than the Barrier Price, we will not pay a Contingent Interest
Payment with respect to such Review Date on the corresponding Contingent Interest Payment Date. Because the Closing Price is greater than
or equal to the Initial Price (and therefore also greater than the Barrier Price) on the third Review Date, the Notes will be automatically called
and, on the Call Payment Date, we will pay you a cash payment equal to $1,040.00 per Note, reflecting the Principal Amount plus the
Contingent Interest Payment with respect to such Review Date and the previously unpaid Contingent Interest Payment with respect to the
second Review Date. When added to the Contingent Interest Payment of $20.00 paid in respect of the first Contingent Interest Payment Date,
TD will have paid you a total of $1,060.00 per Note, a return of 6.00% per Note.
Ex a m ple 3 --
T he Closing Pric e of t he Re fe re nc e Asse t is le ss t ha n t he Ba rrie r Pric e on e a c h Re vie w Da t e prior t o
t he Fina l Re vie w Da t e , t he N ot e s Are N ot Aut om a t ic a lly Ca lle d a nd t he Fina l Pric e is Gre a t e r T ha n or
Equa l t o t he Ba rrie r Pric e .
Re vie w Da t e
Closing Pric e
Pa ym e nt (pe r N ot e )

First through Third
Various (all less than the Barrier Price)
$0.00

Final Review Date
$91.00* (greater than or equal to the Barrier Price)
$1,000 (Principal Amount)
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+ $80.00 (Contingent Interest Payment and
previously unpaid Contingent Interest
Payments in respect of the first through third
Review Dates)

$1,080.00 (Total Payment on Maturity Date)
TD SECURITIES (USA) LLC
P-10
Because the Closing Price of the Reference Asset on each of the first through third Review Dates is less than the Barrier Price, we will not pay
the Contingent Interest Payment on any of the corresponding Contingent Interest Payment Dates and the Notes will not be called. Because the
Final Price is greater than or equal to the Barrier Price on the Final Review Date, we will pay you a cash payment equal to $1,080.00 per Note
on the Maturity Date, reflecting the Principal Amount plus the applicable Contingent Interest Payment with respect to the Final Review Date and
the previously unpaid Contingent Interest Payments with respect to the prior Review Dates. In this scenario, TD will have paid you a total of
$1,080.00 per Note, a return of 8.00% per Note.
* Represents the arithmetic average of the Closing Price of the Reference Asset on each of the Averaging Dates.
Ex a m ple 4 --
T he Closing Pric e of t he Re fe re nc e Asse t is le ss t ha n t he Ba rrie r Pric e on e a c h of t he Re vie w Da t e s,
t he N ot e s Are N ot Aut om a t ic a lly Ca lle d a nd t he Fina l Pric e is Le ss T ha n t he Ba rrie r Pric e .
Re vie w Da t e
Closing Pric e
Pa ym e nt (pe r N ot e )

First through Third
Various (all less than the Barrier Price)
$0

Final Review Date
$40.00* (less than the Barrier Price)
= $1,000 + ($1,000 x Percentage Change)
= $1,000 + ($1,000 x 60.00%)
= $400.00 (Total Payment on Maturity Date)
Because the Closing Price of the Reference Asset on each of the first through third Review Dates is less than the Barrier Price, we will not pay
the Contingent Interest Payment on any of the corresponding Contingent Interest Payment Dates and the Notes will not be called. Because the
Final Price is less than the Barrier Price on the Final Review Date, we will pay you a cash payment equal to the Principal Amount plus the
product of the Principal Amount and Percentage Change on the Maturity Date, for a total of $400.00 per Note, a loss of 60.00% per Note.
* Represents the arithmetic average of the Closing Price of the Reference Asset on each of the Averaging Dates.
The following table illustrates the hypothetical payments per Note that may be realized at maturity for a range of hypothetical Final Prices of the
Reference Asset, based on the hypothetical terms set forth above. The table assumes that the Notes have not been automatically called and
does not reflect any Contingent Interest Payment that may be payable prior to the Maturity Date or any previously unpaid Contingent Interest
Payments otherwise due on the Maturity Date pursuant to the Memory Interest Feature.
The hypothetical returns set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the
Notes. The numbers appearing in the following table may have been rounded for ease of analysis.
H ypot he t ic a l Pe rc e nt a ge Cha nge
a s
H ypot he t ic a l Fina l Pric e (1)
of Fina l Re vie w Da t e
Pa ym e nt a t M a t urit y (2)
Re t urn on t he N ot e s (2)(3)
$140.00
40.00%
$1,020.00
2.00%
$130.00
30.00%
$1,020.00
2.00%
$120.00
20.00%
$1,020.00
2.00%
$110.00
10.00%
$1,020.00
2.00%
$105.00
5.00%
$1,020.00
2.00%
$100.00
0.00%
$1,020.00
2.00%
$95.00
-5.00%
$1,020.00
2.00%
$90.00
-10.00%
$1,020.00
2.00%
$86.30
-13.70%
$1,020.00
2.00%
$85.00
-15.00%
$850.00
-15.00%
$80.00
-20.00%
$800.00
-20.00%
$75.00
-25.00%
$750.00
-25.00%
$70.00
-30.00%
$700.00
-30.00%
$60.00
-40.00%
$600.00
-40.00%
$50.00
-50.00%
$500.00
-50.00%
$40.00
-60.00%
$400.00
-60.00%
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Document Outline

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