Obligation TD Bank 8% ( US891160RV77 ) en USD

TD Bank

100 % ⇌

Canada

US891160RV77 ( en USD )

8% par an ( paiement semestriel )

24/06/2021 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US891160RV77 en USD 8%, échue

1 000 USD

3 000 000 USD

891160RV7

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 émise par TD Bank ( Canada ) , en USD, avec le code ISIN US891160RV77, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/06/2021

6/25/2019
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424B5 1 form424b5.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-231751

Pricing Supplement dated June 20, 2019 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$3,000,000
Autocal able Fixed Interest Barrier Notes Linked to the Least Performing among the Common Stock of The Boeing
Company, the Common Stock of Lockheed Martin Corporation, the Common Stock of Northrop Grumman Corporation
and the Common Stock of United Technologies Corporation Due June 24, 2021
The Toronto-Dominion Bank ("TD" or "we") has offered the Autocallable Fixed Interest Barrier Notes (the "Notes") linked to the least performing among the common
stock of The Boeing Company, the common stock of Lockheed Martin Corporation, the common stock of Northrop Grumman Corporation and the common stock of
United Technologies Corporation (each, a "Reference Asset" and together, the "Reference Assets").
The Notes will pay you an Interest Payment on each Interest Payment Date at a per annum rate of 8.00%, regardless of the performance of the Reference Assets,
unless the Notes are subject to an automatic call. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference
Asset is greater than or equal to its Call Threshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically called, on the first following
Interest Payment Date (the "Call Payment Date"), we will pay a cash payment per Note equal to the Principal Amount, plus the Interest Payment otherwise due. No
further amounts will be owed under the Notes. If the Notes are not automatically called, the payment or delivery you receive at maturity, in addition to the Interest
Payment otherwise due, if anything, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its "Final Value") relative to its
Barrier Value, which is equal to 60.00% of its Initial Value, calculated as follows:
·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an amount in cash per Note equal to:
the Principal Amount of $1,000
·
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of shares of the Least Performing Reference Asset per
Note equal to:
the Physical Delivery Amount
In this scenario, investors will suffer a loss on their initial investment that is expected to be proportionate to the percentage decline in the Reference
Asset with the lowest percentage change from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes.
Specifically, if the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will receive a
number of shares of the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is expected to be worth
significantly less than the Principal Amount and may even be worthless. Any payments on or deliveries in respect of the Notes are subject to our credit
risk.
The Notes do not guarantee the return of the Principal Amount. Investors are exposed to the market risk of each Reference Asset and any decline in
the value of one Reference Asset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference Asset. Any
payments on or deliveries in respect of the Notes are subject to our credit risk.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will
not be listed or displayed on any securities exchange or electronic communications network.
The Notes have complex features and investing in the Notes involves a number of risks. See "Additional Risk Factors" beginning on page P-7 of this
pricing supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-6 of the product prospectus supplement MLN-ES-ETF-1
dated June 19, 2019 (the "product prospectus supplement") and "Risk Factors" on page 1 of the prospectus dated June 18, 2019 (the "prospectus").
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these Notes or
determined that this pricing supplement, the product prospectus supplement or the prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on June 25, 2019 against payment in immediately available
funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $949.70 per Note, as discussed further under "Additional
Risk Factors -- Estimated Value" on page P-9 and "Additional Information Regarding the Estimated Value of the Notes" on page P-23 of this pricing supplement.
The estimated value is less than the public offering price of the Notes.

Public Offering Price(1)
Underwriting Discount(2)
Proceeds to TD(2)
Per Note
$1,000.00
$26.75
$973.25
Total
$3,000,000.00
$80,250.00
$2,919,750.00
(1) Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions.
The public offering price for investors purchasing the Notes in these accounts may have been as low as $973.25 (97.325%) per $1,000.00 Principal Amount of the
Notes.
(2)TD Securities (USA) LLC ("TDS") will receive a commission of $26.75 (2.675%) per $1,000.00 principal amount of the Notes and will use all of that commission
to allow selling concessions to other dealers in connection with the distribution of the Notes, or has offered the Notes directly to investors. TDS may resell the Notes
to other securities dealers at the Principal Amount less a concession of $26.75 per Note. The other dealers may forgo, in their sole discretion, some or all of their
selling concessions. TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in
connection with its role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-22 of this pricing supplement.
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.
TD SECURITIES (USA) LLC
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Autocallable Fixed Interest Barrier Notes Linked to the Least Performing
among the Common Stock of The Boeing Company, the Common Stock of

Lockheed Martin Corporation, the Common Stock of Northrop Grumman
Corporation and the Common Stock of United Technologies Corporation
Due June 24, 2021

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.
Issuer:
TD
Issue:
Senior Debt Securities, Series E
Type of Note:
Autocallable Fixed Interest Barrier Notes
Term:
Approximately 24 months, subject to an automatic call
Reference Assets:
The common stock of The Boeing Company (Bloomberg ticker: BA, "BA"), the common stock of
Lockheed Martin Corporation (Bloomberg ticker: LMT, "LMT"), the common stock of Northrop Grumman
Corporation (Bloomberg ticker: NOC, "NOC") and the common stock of United Technologies Corporation
(Bloomberg ticker: UTX, "UTX")
CUSIP / ISIN:
891160RV7 / US891160RV77
Agent:
TDS
Currency:
U.S. Dollars
Minimum Investment:
$1,000 and minimum denominations of $1,000 in excess thereof
Principal Amount:
$1,000 per Note
Pricing Date:
June 20, 2019
Issue Date:
June 25, 2019, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market
generally are required to settle in two Business Days ("T+2"), unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes in the secondary market on any
date prior to two Business Days before delivery of the Notes will be required, by virtue of the fact that
each Note initially will settle in three Business Days ("T+3"), to specify alternative settlement
arrangements to prevent a failed settlement of the secondary market trade.
Final Valuation Date:
June 21, 2021, subject to postponement in the same manner as a Call Observation Date, as described
below under "Call Observation Dates" and as described herein. If such day is not a Trading Day, the Final
Valuation Date shall be the first following Trading Day.
Maturity Date:
June 24, 2021, subject to postponement as described below under "Call Observation Dates" or, if such
day is not a Business Day, the next following Business Day.
Call Feature:
If the Closing Value of each Reference Asset on any Call Observation Date is greater than or equal to its
Call Threshold Value, we will automatically call the Notes and, on the related Call Payment Date, will pay
you a cash payment equal to the Principal Amount, plus the Interest Payment otherwise due. No further
amounts will be owed to you under the Notes.
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Call Threshold Value:
With respect to BA, $374.88 (100.00% of its Initial Value).
With respect to LMT, $362.80 (100.00% of its Initial Value).
With respect to NOC, $323.82 (100.00% of its Initial Value).
With respect to UTX, $130.03 (100.00% of its Initial Value).
Each Call Threshold Value is subject to adjustment as described herein.
Call Observation Dates:
Monthly, on the 20th calendar day of each month, commencing on December 20, 2019 and ending on
May 20, 2021, or, if such day is not a Trading Day, the next following Trading Day. If a Market Disruption
Event occurs or is continuing with respect to a Reference Asset on any Call Observation Date, the Call
Observation Date for the affected Reference Asset will be postponed until the next Trading Day on which
no Market Disruption Event occurs or is continuing for that Reference Asset. In no event, however, will
any Call Observation Date for any Reference Asset be postponed by more than eight Trading Days. If the
determination of the Closing Value of a Reference Asset for any Call Observation 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 Value of such Reference Asset will be determined. In such
an event, the Calculation Agent will estimate the Closing Value that would have prevailed in the absence
of the Market Disruption Event. For the avoidance of doubt, if on any Call Observation Date, no Market
Disruption Event is occurring with respect to a particular Reference Asset, the Call Observation Date for
such Reference Asset will be made on the originally scheduled Observation Date irrespective of the
occurrence of a Market Disruption event with respect to another Reference Asset. If a Call Observation
Date or the Final Valuation Date is postponed, the corresponding Call Payment Date, Interest Payment
Date and/or Maturity Date, as applicable, will be postponed to maintain the same number of Business
Days between such dates as existed prior to the postponement(s).
Call Payment Date:
If the Notes are subject to an automatic call, the Call Payment Date will be the Interest Payment Date
immediately following the relevant Call Observation Date, subject to postponement as described above
under "Call Observation Dates" if the related Call Observation Date is postponed or, if such day is not a
Business Day, the next following Business Day.
Interest Payment:
An Interest Payment will be paid to you on the corresponding Interest Payment Date regardless of the
performance of each Reference Asset (unless the Notes are subject to an automatic call), in an amount
equal to:
Principal Amount x Interest Rate x 1/12
All amounts used in or resulting from any calculation relating to an Interest Payment will be rounded
upward or downward, as appropriate, to the nearest tenth of a cent.
Interest Rate:
8.00% per annum
Interest Payment Dates:
For each Interest Payment Date prior to the final Interest Payment Date, the 25th calendar day of each
month, commencing on July 25, 2019 and ending on the Maturity Date, provided that if such day is less
than three Business Days following the preceding Call Observation Date, that Interest Payment Date will
be the day that is the third Business Day after the applicable Call Observation Date. If an Interest
Payment Date falls on a day that is not a Business Day, that Interest Payment Date will be the next
following Business Day. Each Interest Payment Date is subject to postponement as described above
under "-- Call Observation Dates".
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Payment at Maturity:
If the Notes are not automatically called, on the Maturity Date, in addition to the Interest Payment
otherwise due, we will pay a cash payment, if anything, per Note equal to:
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an
amount in cash per Note equal to:
the Principal Amount of $1,000
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of
shares of the Least Performing Reference Asset per Note equal to:
the Physical Delivery Amount
In this scenario, investors will suffer a percentage loss on their initial investment that is expected
to be proportionate to the percentage decline in the Least Performing Reference Asset over the
term of the Notes. Specifically, if the Notes are not automatically called and the Final Value of any
Reference Asset is less than its Barrier Value, investors will receive a number of shares of the
Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is
expected to be worth significantly less than the Principal Amount and may even be worthless.
Any payments on or deliveries in respect of the Notes are subject to our credit 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:
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value Initial Value
Initial Value
Initial Value:
With respect to BA, $374.88
With respect to LMT, $362.80
With respect to NOC, $323.82
With respect to UTX, $130.03
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent and
subject to adjustment, as described herein.
Closing Value:
For each Reference Asset, the Closing Value will be the closing sale price or last reported sale price (or,
in the case of NASDAQ, the official closing price) for that Reference Asset on a per-share or other unit
basis, on any Trading Day for that Reference Asset or, if such Reference Asset is not quoted on any
national securities exchange on that day, on any other market system or quotation system that is the
primary market for the trading of such Reference Asset.
Final Value:
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Barrier Value:
With respect to BA, $224.928 (60.00% of its Initial Value).
With respect to LMT, $217.680 (60.00% of its Initial Value).
With respect to NOC, $194.292 (60.00% of its Initial Value).
With respect to UTX, $78.018 (60.00% of its Initial Value).
Each Barrier Value is subject to adjustment as described herein.
Least Performing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Reference
other Reference Asset.
Asset:
Least Performing
The Percentage Change of the Least Performing Reference Asset.
Percentage
Change:
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Physical Delivery Amount: With respect to BA, 2.6675 shares per Note,
with respect to LMT, 2.7563 shares per Note,
with respect to NOC, 3.0881 shares per Note and
with respect to UTX, 7.6905 shares per Note,

in each case, per Note, a number of shares of such Reference Asset equal to the quotient of the Principal
Amount divided by its Initial Level (observed to four decimal places), as determined by the Calculation
Agent and as subject to adjustment as described herein. Any fractional share shall be paid in cash in an
amount equal to the product of such fraction and the Final Level of the Least Performing Reference
Asset.
Investors should note that the value of the Physical Delivery Amount investors receive on the
Maturity Date may be less than the payment that investors would have received had the Issuer
instead paid an amount in cash, as a result of any decrease in the market value of the Least
Performing Reference Asset during the period between the Final Valuation Date and the Maturity
Date.
Monitoring Period:
Final Valuation Date Monitoring
Trading Day:
A day on which the principal trading market(s) for each Reference Asset is open for trading, as
determined by the Calculation Agent.
Business Day:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law to close in New York City or Toronto.
U.S. Tax Treatment:
By purchasing the Notes, you agree, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to treat each Note, for U.S. federal income
tax purposes, as consisting of two components for U.S. federal income tax purposes: (1) a non-
contingent debt instrument (the "Debt Component"); and (2) a put option contract in respect of the
Reference Assets (the "Put Option Component"), allocated as specified herein under "Supplemental
Discussion of U.S. Federal Income Tax Consequences". 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, as described further herein under
"Supplemental Discussion of U.S. Federal Income Tax Consequences" beginning on page P-19 and in
the product prospectus supplement under "Material U.S. Federal Income Tax Consequences".
Canadian Tax Treatment:
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
Record Date:
The Business Day preceding the relevant Interest Payment Date.
Calculation Agent:
TD
Listing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Clearance and Settlement: DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the
prospectus).
Canadian Bail-in:
The Notes are not bail-inable notes under the Canada Deposit Insurance Corporation Act.
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Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-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-7 of this pricing
supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-6 of the product prospectus supplement and "Risk
Factors" on page 1 of the prospectus, as the Notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access these documents on
the 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. Alternatively, The Toronto-Dominion Bank, any Agent or any dealer
participating in this offering will arrange to send you the product prospectus supplement and the prospectus if you so request by calling
1-855-303-3234. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to The Toronto-Dominion Bank and its
subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any
changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
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Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant
risks relating to the terms of the Notes. For additional information as to these and other risks, please see "Additional Risk Factors
Specific to the Notes" in the product prospectus supplement and the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them.
Accordingly, prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by
an investment in the Notes and the suitability of the Notes in light of their particular circumstances.
Your Investment in the Notes May Result in a Loss and You May Receive Shares of the Least Performing Reference Asset in
Lieu of Any Cash Payment on the Maturity Date.
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 Value of any Reference Asset is less than its Barrier Value, investors
will receive a number of shares of the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is
expected to be less than the Principal Amount and may even be worthless. The value of the Physical Delivery Amount received on the
Maturity Date may be less than the payment that investors would have received had the Issuer instead paid an amount in cash, as a
result of any decrease in the market value of the Least Performing Reference Asset during the period between the Final Valuation Date
and the Maturity Date.
The Potential Positive Return on the Notes Is Limited to the Interest Payments Paid on the Notes, Regardless of Any
Appreciation in the Price of Any Reference Asset.
The potential positive return on the Notes is limited to the Interest Payments paid, meaning any positive return on the Notes will be
composed solely by the sum of the Interest Payments paid over the term of the Notes. Therefore, if the appreciation of any Reference
Asset exceeds the sum of the Interest Payments actually paid on the Notes, the return on the Notes will be less than the return would be
if you made a direct investment in such Reference Asset or a security directly linked to the positive performance of such Reference
Asset.
Your Return May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity.
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. Even if the Notes are not subject to an automatic call and your return on the Notes 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 with the same maturity date or if you
invested directly in any of the Reference Assets. Your investment may not reflect the full opportunity cost to you when you take into
account factors that affect the time value of money.
The Notes May Be Automatically Called Prior to the Maturity Date And Are Subject to Reinvestment 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.
Investors Are Exposed to the Market Risk of Each Reference Asset.
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance
of each Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities,
in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to
each Reference Asset on the Final Valuation Date. Poor performance by any Reference Asset over the term of the Notes will negatively
affect your return and will not be offset or mitigated by a positive performance by any other Reference Asset. For instance, if the Final
Value of any Reference Asset is less than its Barrier Value on its Final Valuation Date, you will receive a number of shares of the Least
Performing Reference Asset equal to its Physical Delivery Amount, the decline in the value of which is expected to be proportionate to
the Least Performing Percentage Change, even if the Percentage Change of another Reference Asset is positive or has not declined as
much. Accordingly, your investment is subject to the market risk of each Reference Asset.
Because the Notes are Linked to the Least Performing Reference Asset, You Are Exposed to a Greater Risk of Losing a
Significant Portion or All of Your Initial Investment at Maturity than if the Notes Were Linked to a Single Reference Asset.
The risk that (i) the Final Value of any Reference Asset is less than its Barrier Value and (ii) that you will lose a significant portion or all of
your initial investment in the Notes is greater if you invest in the Notes than the risk of investing in substantially similar securities that are
linked to the performance of only one Reference Asset. With more Reference Assets, it is more likely that the Final Value of any
Reference Asset will be less than its Barrier Value on the Final Valuation Date than if the Notes were linked to a single Reference Asset.
In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the
Reference Assets will decline in value to a Final Value that is less than its Barrier Value on the Final Valuation Date. Although the
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correlation of the Reference Assets' performance may change over the term of the Notes, the economic terms of the Notes, including
the Barrier Value and Interest Rate are determined, in part, based on the correlation of the Reference Assets' performance calculated
using our internal models at the time when the terms of the Notes are finalized. All things being equal, a higher Interest Rate and lower
Barrier Values are generally associated with lower correlation of the Reference Assets. Therefore, if the performance of a pair of
Reference Assets is not correlated to each other or is negatively correlated, the risk that the Final Value of any Reference Asset is less
than its Barrier Value on the Final Valuation Date is even greater despite a lower Barrier Value. Therefore, it is more likely that the Final
Value of a Reference Asset will be less than its Barrier Value and that you will lose a significant portion or all of your initial investment at
maturity.
Investors Are Subject to TD's Credit Risk, and TD's Credit Ratings and Credit Spreads May Adversely Affect the Market Value
of the Notes.
Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any
amount due on, or deliveries in respect of, 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.
The Agent Discount, Offering Expenses and Certain Hedging Costs Are Likely to Adversely Affect Secondary Market Prices.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will
likely be lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any
underwriting discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations
under the Notes. In addition, any such price is also likely to reflect 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.
There May Not Be an Active Trading Market for the Notes -- Sales in the Secondary Market May Result in Significant Losses.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or
electronic communications network. The Agent may make a market for the Notes; however, it is not required to do so and may stop any
market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade
at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective
of the value of the then-current least performing Reference Asset, and as a result, you may suffer substantial losses.
The Interest Rate Will Reflect, In Part, the Volatility of each Reference Asset and May Not Be Sufficient to Compensate You for
the Risk of Loss at Maturity.
Generally, the higher the Reference Assets' volatility, the more likely it is that the Closing Value of each Reference Asset could be less
than its Barrier Value on the Final Valuation Date. Volatility means the magnitude and frequency of changes in the values of the
Reference Assets. This greater risk will generally be reflected in a higher Interest Rate for the Notes than the interest rate payable on
our conventional debt securities with a comparable term. However, while the Interest Rate is set on the Pricing Date, the Reference
Assets' volatility can change significantly over the term of the Notes, and may increase. The value of any Reference Asset could fall
sharply during the term of the Notes, including on the Final Valuation Date, resulting in an increased risk of being exposed to the Least
Performing Reference Asset on the Final Valuation Date and an increased risk of losing a significant portion or all of your Principal
Amount.
There Are Single Stock Risks Associated with each Reference Asset.
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset and its issuer (the "Reference
Asset Issuer", and together, the "Reference Asset Issuers"), such as stock price volatility, earnings, financial conditions, corporate,
industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such
as general stock and commodity market volatility and levels, interest rates and economic and political conditions. You, as an investor in
the Notes, should make your own investigation into the Reference Assets and Reference Asset Issuers for your Notes. For additional
information, see "Information Regarding the Reference Assets" in this pricing supplement and each Reference Asset Issuer's SEC
filings. We urge you to review financial and other information filed periodically by the Reference Asset Issuers with the SEC.
TD SECURITIES (USA) LLC
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Estimated Value
The Estimated Value of Your Notes Is Less Than the Public Offering Price of Your Notes.
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.
The Estimated Value of Your Notes Is Based on Our Internal Funding Rate.
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 its 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.
The Estimated Value of the Notes Is Based on Our Internal Pricing Models, Which May Prove to Be Inaccurate and May Be
Different from the Pricing Models of Other Financial Institutions.
The estimated value of your Notes is based on our internal pricing models when the terms of the Notes are 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 lower than the estimated value of the
Notes determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future
may change, and any assumptions may prove to be incorrect.
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary
Market, If Any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Public Offering Price of Your
Notes and May Be Lower Than the Estimated Value of Your Notes.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be
willing to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not
obligated to do). The price at which you may be able to sell your Notes in the secondary market at any time, if any, will be
influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized
trades, and may be substantially less than the estimated value of the Notes. Further, as secondary market prices of your Notes take
into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs
and expected profits associated with selling and structuring the Notes, as well as hedging our obligations under the Notes,
secondary market prices of your Notes will likely be lower than the public offering price of your Notes. As a result, the price at which
the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions, if
any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial
loss to you.
The Temporary Price at Which the Agent May Initially Buy the Notes in the Secondary Market May Not Be Indicative of
Future Prices of Your Notes.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the
Notes in the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated
value of the Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue
Date of the Notes, as discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at
which the Agent may initially buy or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
If the Values of any Reference Asset Changes, the Market Value of Your Notes May Not Change in the Same Manner.
Your Notes may trade quite differently from the performance of any of the Reference Assets. Changes in the value of any Reference
Asset may not result in a comparable change in the market value of your Notes. Even if the Closing Value of each Reference Asset
remains equal to or greater than its Barrier Value or increases greater than its Initial Value during the life of the Notes, the market value
of your Notes may not increase by the same amount and could decline.
TD SECURITIES (USA) LLC
P-9
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There Are Potential Conflicts of Interest Between You and the Calculation Agent.
The Calculation Agent will, among other things, determine the Payment at Maturity on the Notes. We will serve as the Calculation Agent
but may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment
when performing its functions and may take into consideration our ability to unwind any related hedges. 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 Reference Asset
has occurred, and make certain adjustments to the Reference Asset if certain events occur. This determination may, in turn, depend on
the Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to
unwind our hedge positions. 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.
You Will Not Hold Any Shares of Any Reference Asset and You Will Not Be Entitled to Any Dividends or Other Distributions by
Any Reference Asset.
The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer. Unless and until
you receive the Physical Delivery Amount of the Least Performing Reference Asset, investing in the Notes will not make you a holder of
shares of any Reference Asset. You will not have any voting rights, any rights to receive dividends or other distributions, any rights
against any Reference Asset Issuer. As a result, the return on your Notes may not reflect the return you would realize if you actually
owned shares of any Reference Asset and received any dividends paid or other distributions made in connection with them.
We Do Not Control any Reference Asset Issuer and Are Not Responsible for Any of their Disclosures.
Neither we nor any of our affiliates have the ability to control the actions of any Reference Asset Issuer and have not conducted any
independent review or due diligence of any information related to any Reference Asset or Reference Asset Issuer. We are not
responsible for any Reference Asset Issuer's public disclosure of information on itself or the applicable Reference Asset, whether
contained in Securities Exchange Commission filings or otherwise. You should make your own investigation into each of the Reference
Asset Issuers.
You Will Have Limited Anti-Dilution Protection.
The Calculation Agent will adjust the Initial Value, and therefore the Physical Delivery Amount and Barrier Value for stock splits, reverse
stock splits, stock dividends, extraordinary dividends and other events that affect the Reference Assets, but only in the situations we
describe herein. The Calculation Agent will not be required to make an adjustment for every event that may affect the Reference Assets.
Those events or other actions by any Reference Asset Issuer or a third party may nevertheless adversely affect the price of a Reference
Asset, and adversely affect the value of your Notes.
Each Call Observation Date, the Final Valuation Date and the Interest Payment Dates are subject to Market Disruption Events
and Postponements.
Each Call Observation Date, the Final Valuation Date and each Interest Payment Date (including the Maturity Date), is subject to
postponement as described herein 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 "Market Disruption Events" in herein. A
market disruption event for a particular Reference Asset will not constitute a market disruption event for any other Reference Asset.
Trading and Business Activities by TD or its Affiliates May Adversely Affect the Market Value of, and Any Payments or
Deliveries on, the Notes.
We, the Agent and our affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative
instruments with returns linked or related to changes in the price of a Reference Asset, and we may adjust these hedges by, among
other things, purchasing or selling securities, futures, options or other derivative instruments at any time. It is possible that we or one or
more of our affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines. We or
one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or
related to changes in a Reference Asset.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have
in our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their
customers' accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the
holders of the Notes.
We, the Agent and our affiliates may, at present or in the future, engage in business with one or more Reference Asset Issuers, including
making loans to or providing advisory services to those companies. These services could include investment banking and merger and
acquisition advisory services. These business activities may present a conflict between our, the Agent's and our affiliates' obligations,
and your interests as a holder of the Notes. Moreover, we, the Agent or our affiliates may have published, and in the future expect to
publish, research reports with respect to a Reference Asset. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or
more of our affiliates or the Agents or their affiliates may affect the value of a Reference Asset and, therefore, the market value of the
Notes and the amount payable, or value of any deliveries on, the Notes.
TD SECURITIES (USA) LLC
P-10
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