Bond TD Bank 0% ( US89114R5W21 ) in USD

Issuer TD Bank
Market price 100 %  ▼ 
Country  Canada
ISIN code  US89114R5W21 ( in USD )
Interest rate 0%
Maturity 24/02/2021 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US89114R5W21 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 1 053 000 USD
Cusip 89114R5W2
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Toronto-Dominion Bank (TD Bank) is a multinational banking and financial services corporation headquartered in Toronto, Canada, offering a wide range of financial products and services to personal and commercial customers globally.

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114R5W21, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/02/2021







424B2 1 form424b2.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 1 7 5 1
Pricing Supplement dated November 22, 2019 to the
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$1,053,000
Autocallable Contingent Interest Barrier Notes with Daily Close Monitoring Knock-In Linked to the Least Performing of the
Russell 2000® Index and the S&P 500® Index Due February 24, 2021
The Toronto -Dominion Bank ("TD" or "we") has offered the Autocallable Contingent Interest Barrier Notes with Daily Close Monitoring Knock -In (the "Notes") linked to the least performing
of the Russell 2000 ® Index and the S&P 500 ® Index (each, a "Reference Asset" and together, the "Reference Assets").
The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 9.95% (the "Contingent Interest Rate") only
if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value, which is equal to
70.00% of its Initial Value. 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. If the Notes are automatically called, on the first following Contingent Interest Payment Date (the "Call Payment Date"), we will pay a cash payment per Note equal to
the Principal Amount, plus any Contingent Interest Payment otherwise due. No further amounts will be owed under the Notes. If the Notes are not automatically called, the amount we
pay at maturity, in addition to any Contingent Interest Payment otherwise due, if anything, will depend on (1) whether a Barrier Event has occurred and (2) the Closing Value of each
Reference Asset on its Final Valuation Date (each, its "Final Value"). A "Barrier Event" will be deemed to have occurred if the Closing Value of any Reference Asset is less than its
Barrier Value, which is equal to 70.00% of its Initial Value, on any Trading Day during the period from, but excluding, the Pricing Date to, and including, the Final Valuation Date (the
"Monitoring Period"). If the Notes are not automatically called, the amount we pay at maturity, in addition to any Contingent Interest Payment otherwise due, will be calculated as follows:
·
If a Barrier Event has not occurred:
the Principal Amount of $1,000
·
If a Barrier Event has occurred and the Final Value of each Reference Asset is greater than or equal to its Initial Value:
the Principal Amount of $1,000
·
If a Barrier Event has occurred and the Final Value of any Reference Asset is less than its Initial Value:
the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Least Performing Percentage Change
In this last scenario, investors will suffer a percentage loss on their initial investment that is equal to the Least Performing Percentage Change, which is the percentage
change of 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, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its
Initial Value, and may lose the entire Principal Amount. Any payments on the Notes are subject to our credit risk.
T he N ot e s do not gua ra nt e e t he pa ym e nt of a ny Cont inge nt I nt e re st Pa ym e nt s or t he re t urn of t he Princ ipa l Am ount . I nve st ors a re e x pose d t o t he
m a rk e t risk of e a c h Re fe re nc e Asse t on e a c h T ra ding Da y during t he M onit oring Pe riod (inc luding e a c h Cont inge nt I nt e re st Obse rva t ion Da t e a nd t he
Fina l V a lua t ion Da t e ) a nd a ny de c line in t he va lue of one Re fe re nc e Asse t w ill not be offse t or m it iga t e d by a le sse r de c line or pot e nt ia l inc re a se in t he
va lue of a ny ot he r Re fe re nc e Asse t . I f a Ba rrie r Eve nt ha s oc c urre d a nd t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n it s I nit ia l V a lue , inve st ors
w ill be e x pose d t o t he pe rc e nt a ge de c line in t he Le a st Pe rform ing Re fe re nc e Asse t a nd m a y lose up t o t he ir e nt ire inve st m e nt in t he N ot e s. 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 .
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.
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 -7 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 in t he produc t prospe c t us supple m e nt M LN -EI -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 .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on November 27, 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 $988.50 per Note, as discussed further under "Additional Risk Factors --
Estimated Value" beginning on page P -9 and "Additional Information Regarding the Estimated Value of the Notes" on page P -26 of this pricing supplement. The estimated value is less
than the public offering price of the Notes.
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
$5.00
$995.00
Total
$1,053,000.00
$5,265.00
$1,047,735.00
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 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to 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 $995.00 (99.50%) per $1,000.00 Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $5.00 (0.50%) 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. TDS may resell the Notes to other securities dealers at the Principal Amount less a concession of $5.00 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 -25 of
this pricing supplement.
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TD SECURITIES (USA) LLC
P-1
Aut oc a lla ble Cont inge nt I nt e re st Ba rrie r N ot e s w it h Da ily Close M onit oring K noc k -I n
Link e d t o t he Le a st Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x
Due Fe brua ry 2 4 , 2 0 2 1
Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Autocallable Contingent Interest Barrier Notes with Daily Close Monitoring Knock-In
T e rm :
Approximately 15 months, subject to an automatic call
Re fe re nc e Asse t s:
The Russell 2000® Index (Bloomberg ticker: RTY, "RTY") and the S&P 500® Index (Bloomberg ticker:
SPX, "SPX")
CU SI P / I SI N :
89114R5W2 / US89114R5W21
Age nt :
TDS
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note
Pric ing Da t e :
November 22, 2019
I ssue Da t e :
November 27, 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.
Fina l V a lua t ion Da t e :
The final Contingent Interest Observation Date, as described below under "Contingent
Interest
Observation Dates".
M a t urit y Da t e :
February 24, 2021, subject to postponement as set forth below under "Contingent Interest Observation
Dates", or if such day is not a Business Day, the next following Business Day.
Ca ll Fe a t ure :
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, we will
pay you a cash payment equal to the Principal Amount, plus any Contingent Interest Payment otherwise
due. No further amounts will be owed to you under the Notes.
Ca ll T hre shold V a lue :
With respect to RTY, 1,588.943 (100.00% of its Initial Value).
With respect to SPX, 3,110.29 (100.00% of its Initial Value).
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TD SECURITIES (USA) LLC
P-2
Ca ll Obse rva t ion Da t e s:
Quarterly, on the 22nd calendar day of each February, May, August and November, commencing on
February 22, 2020 and ending on November 22, 2020, 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 as described under "Monitoring Period" below. If a Call Observation Date is postponed, the
corresponding Call Payment Date will be postponed to maintain the same number of Business Days
between such dates as existed prior to the postponement(s).
Ca ll Pa ym e nt Da t e :
If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent 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.
Cont inge nt I nt e re st If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier
Pa ym e nt :
Value on any Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on
the corresponding Contingent Interest Payment Date, in an amount equal to:
Principal Amount x Contingent Interest Rate x ¼
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on any
Contingent Interest Observation Date, you will receive no Contingent Interest Payment on the
corresponding 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.
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
a Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing
V a lue of a ny Re fe re nc e Asse t on t he re la t e d Cont inge nt I nt e re st Obse rva t ion Da t e is
le ss t ha n it s Cont inge nt I nt e re st Ba rrie r V a lue .
Cont inge nt I nt e re st Ra t e :
9.95% per annum
Cont inge nt I nt e re st Ba rrie r
With respect to RTY, 1,112.2601 (70.00% of its Initial Value).
V a lue :
With respect to SPX, 2,177.203 (70.00% of its Initial Value).
Cont inge nt I nt e re st
Quarterly, on the 22nd calendar day of each February, May, August and November, commencing on
Obse rva t ion Da t e s:
February 22, 2020 and ending on February 22, 2021 (the "Final Valuation Date"), 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 Contingent Interest Observation Date for any Reference Asset, the
Contingent Interest Observation Date for the affected Reference Asset will be postponed as described
under "Monitoring Period" below. If a Contingent Interest Observation Date (or the Final Valuation Date) is
postponed, the corresponding Contingent Interest Payment Date (or Maturity Date) will be postponed to
maintain the same number of Business Days between such dates as existed prior to the postponement(s).
Cont inge nt I nt e re st With respect to each Contingent Interest Observation Date, the second Business Day following the
Pa ym e nt
relevant Contingent Interest Observation Date, with the exception of the final Contingent Interest Payment
Da t e s:
Date, which will be the Maturity Date, subject to postponement as described above under "-- Contingent
Interest Observation Dates", or if such day is not a Business Day, the next following Business Day.
Ba rrie r Eve nt :
A Barrier Event will be deemed to have occurred if the Closing Value of any Reference Asset is less than
its Barrier Value on any Trading Day during the Monitoring Period.
TD SECURITIES (USA) LLC
P-3
M onit oring Pe riod:
For each Reference Asset, the Monitoring Period will be each day from, but excluding, the Pricing Date to,
and including, the Final Valuation Date. If a market disruption event occurs or is continuing with respect to
a Reference Asset on any scheduled Trading Day during the Monitoring Period for any Reference Asset,
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the determination of the Closing Value for such day 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 the determination of the Closing Value for any scheduled Trading Day
during the Monitoring Period 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 scheduled Trading Day during the
Monitoring Period 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 scheduled Trading Day during the Monitoring Period, no market disruption event is occurring with
respect to a particular Reference Asset, the determination of the Closing Value for such Reference Asset
for such day will be made on the originally scheduled day irrespective of the occurrence of a Market
Disruption event with respect to another Reference Asset.
Pa ym e nt a t M a t urit y:
If the Notes are not automatically called, on the Maturity Date, in addition to any Contingent Interest
Payment otherwise due, we will pay a cash payment, if anything, per Note equal to:
· If a Barrier Event has not occurred:
Principal Amount of $1,000
· If a Barrier Event has occurred and the Final Value of each Reference Asset is greater than or equal
to its Initial Value:
Principal Amount of $1,000.
· If a Barrier Event has occurred and the Final Value of any Reference Asset is less than its Initial
Value:
$1,000 + $1,000 x Least Performing Percentage Change.
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.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value ­ Initial Value
Initial Value
I nit ia l V a lue :
With respect to RTY, 1,588.943
With respect to SPX, 3,110.29
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent.
Closing V a lue :
As described under "General Terms of the Notes -- Closing Level" in the product prospectus supplement.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Ba rrie r V a lue :
With respect to RTY, 1,112.2601 (70.00% of its Initial Value).
With respect to SPX, 2,177.203 (70.00% of its Initial Value).
Le a st Pe rform ing Re fe re nc e The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Asse t :
other Reference Asset.
TD SECURITIES (USA) LLC
P-4
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge
Cha nge :
T ra ding Da y:
For each Reference Asset, a Trading Day means a day on which (1) the NYSE and the NASDAQ
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Stock Market, or their successors, are scheduled to be open for trading and (2) such Reference
Asset or any successor thereto is calculated and published by its Index Sponsor.
Busine ss Da y:
As described under "General Terms of the Notes -- Special Calculation Provisions -- Business Day" in the
product prospectus supplement.
U .S. T a x T re a t m e nt :
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 the Notes, for U.S. federal income tax
purposes, as prepaid derivative contracts with respect to the Reference Assets. Pursuant to this approach,
it is likely that any Contingent Interest Payment that you receive should be included in ordinary income at
the time you receive the payment or when it accrues, depending on your regular method of accounting for
U.S. federal income tax purposes. 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 under "Material U.S. Federal Income Tax
Consequences" herein and in the product prospectus supplement. An inve st m e nt in t he N ot e s is
not a ppropria t e for non -U .S. holde rs, a nd w e w ill not a t t e m pt t o a sc e rt a in t he t a x
c onse que nc e s t o non -U .S. holde rs of t he purc ha se , ow ne rship or disposit ion of t he
N ot e s.
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.
Re c ord Da t e :
The Business Day preceding the relevant Contingent Interest Payment Date, provided that if you sell the
Notes in the secondary market on a Contingent Interest Observation Date, assuming the standard T+2
settlement, the purchaser of the Notes shall be deemed to be the record holder as of the applicable record
date and, therefore, you will not be entitled to any payment attributable to that date.
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 defined in the prospectus) under the Canada Deposit
Insurance Corporation Act.
TD SECURITIES (USA) LLC
P-5
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-EI-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" in this pricing supplement, "Additional Risk Factors Specific to the Notes" in the
product prospectus supplement and "Risk Factors" in the prospectus, as the Notes involve risks not associated with conventional debt securities.
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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-EI-1 dated June 19, 2019:
https://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
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-6
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other 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, a Barrier Event has occurred during the Monitoring Period and the Final Value of any Reference Asset is
less than its Initial Value, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing
Reference Asset is less than its Initial Value, and may lose their entire Principal Amount.
A Ba rrie r Eve nt M a y Oc c ur on Any T ra ding Da y During t he M onit oring Pe riod, I nc luding on t he Fina l V a lua t ion Da t e .
A Barrier Event will be deemed to have occurred if the Closing Value of any Reference Asset is less than its Barrier Value on any Trading Day
during the Monitoring Period (including the Final Valuation Date). If a Barrier Event occurs during the Monitoring Period and the Final Value of
any Reference Asset is less than its Initial Value, you will lose a percentage of your Principal Amount equal to the Percentage Change of the
Least Performing Reference Asset, even if the Final Value of each Reference Asset is greater than or equal to its Barrier Value on the Final
Valuation Date.
Y ou Will N ot Re c e ive Any Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing V a lue
of Any Re fe re nc e Asse t on t he Corre sponding Cont inge nt I nt e re st Obse rva t ion Da t e I s Le ss T ha n it s Cont inge nt
I nt e re st Ba rrie r V a lue .
You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset on the
related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value. If the Closing Value of any Reference Asset is
less than its Contingent Interest Barrier Value on each Contingent Interest Observation 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 one or more Contingent
Interest Payments will coincide with a greater risk of principal loss on your Notes. Because the Barrier Value for each Reference Asset is equal
to its Contingent Interest Barrier Value, if we do not pay the Contingent Interest Payment on any Contingent Interest Payment Date a Barrier
Event will be deemed to have occurred because the Closing Value of at least one Reference Asset will have been less than its Barrier Value on
the related Contingent Interest Observation Date. Further, if we do not pay the Contingent Interest Payment on the Maturity Date, even if a
Barrier Event has not occurred prior to the Final Valuation Date, investors will incur a loss of principal because the Final Value of the Least
Performing Reference Asset will be less than the Barrier Value, a Barrier Event will be deemed to have occurred on the Final Valuation Date,
and investors will lose a significant portion or all of their 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 of Any 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
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composed solely by the sum of any Contingent Interest Payments paid over the term of the Notes. Therefore, if the appreciation of any
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 hypothetical direct investment in such Reference Asset, in a security directly linked to the positive performance of such Reference
Asset or in an investment in the stocks and other assets comprising the Reference Asset (the "Reference Asset Constituents").
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 made a hypothetical direct
investment in any of the Reference Assets or Reference Asset Constituents. 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.
TD SECURITIES (USA) LLC
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I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t on Ea c h T ra ding Da y During t he M onit oring
Pe riod (I nc luding Ea c h Cont inge nt I nt e re st Obse rva t ion Da t e a nd t he Fina l V a lua t ion Da t e ).
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
each Trading Day during the Monitoring Period (including each Contingent Interest Observation Date and 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, a Barrier Event will be deemed to have occurred if the Closing Value of any Reference
Asset is less than its Barrier Value on any Trading Day during the Monitoring Period, even if the Closing Value of any other Reference Asset is
greater than its Initial Value or has not declined as much on such day. As a result, you will lose a percentage of your principal amount equal to
the Least Performing Percentage Change if a Barrier Event occurs during the Monitoring Period and the Final Value of any Reference Asset is
less than its Initial Value, even if the Least Performing Percentage Change is greater than or equal to its Barrier Value and 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.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of no
Cont inge nt I nt e re st Pa ym e nt s a nd Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if
t he N ot e s We re Link e d t o a Single Re fe re nc e Asse t .
The risk that you will not receive any Contingent Interest Payments and 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 Closing Value of any Reference Asset will be less than its Contingent
Interest Barrier Value on any Contingent Interest Observation Date (including the Final Valuation Date) or less than its Barrier Value on any
Trading Day during the Monitoring Period, and that the Percentage Change of any Reference Asset will be negative, 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 Closing Value that is less than its Contingent Interest Barrier Value on any Contingent Interest Observation Date
or less than its Barrier Value on any Trading Day during the Monitoring Period, and that the Final Value of any Reference Asset will be less than
its Initial Value. Although the correlation of the Reference Assets' performance may change over the term of the Notes, the economic terms of
the Notes, including the Contingent Interest Rate, Contingent Interest Barrier Value and Barrier Value 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 Contingent Interest Rate and lower Contingent Interest Barrier Values and 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 you will not receive any Contingent Interest Payments, that a Barrier Event will occur during the Monitoring
Period and that the Final Value of any Reference Asset will be less than its Initial Value, is even greater despite a lower Barrier Value and
Contingent Interest Barrier Value. Therefore, it is more likely that you will not receive any Contingent Interest Payments and that you will lose a
significant portion or all of your initial investment at maturity.
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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 Least Performing 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, 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.
TD SECURITIES (USA) LLC
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T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. 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.
T he Cont inge nt I nt e re st Ra t e Will Re fle c t , I n Pa rt , t he V ola t ilit y of e a c h 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, a volatility of the Reference Assets results in a greater likelihood that the Closing Value of at least one Reference Asset could be less
than its Initial Value or its Contingent Interest Barrier Value on a Contingent Interest Observation Date, its Barrier Value on a Trading Day during
the Monitoring Period or its Initial 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 Contingent Interest Rate for the Notes than the interest rate
payable on our conventional debt securities of a comparable term. However, while the Contingent Interest Rate was 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 on a Trading Day during the Observation Period (including the Contingent Interest Observation Dates and the Final Valuation Date),
which may result in few or no Contingent Interest Payments, a Barrier Event occurring and a significant or entire loss of principal.
T he re Are M a rk e t Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset, the Reference Asset Constituents
and their issuers (the "Reference Asset Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry
and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general 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 for your Notes. For additional information, see "Information Regarding the Reference Assets" in
this pricing supplement.
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
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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 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 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.
TD SECURITIES (USA) LLC
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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
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.
T he N ot e s a re Subje c t t o Sm a ll-Ca pit a liza t ion St oc k Risk s.
The Notes are subject to risks associated with small-capitalization companies because RTY is comprised of Reference Asset Constituents that
are considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity
than large-capitalization companies and therefore RTY may be more volatile than an index in which a greater percentage of the Reference
Asset Constituents are issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than
those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may
be thinly traded. In addition, small-capitalization companies are typically less stable financially than large-capitalization companies and may
depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given
less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller
revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths
than large-capitalization companies and are more susceptible to adverse developments related to their products.
I f t he V a lue of a ny Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of 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 value of each Reference Asset increases above 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.
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We H a ve N o Affilia t ion w it h Any I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by a ny I nde x
Sponsor.
No Index Sponsor is an affiliate of ours and no such entity will be involved in the offering of the Notes in any way. Consequently, we have no
control over the actions of any Index Sponsor, including any actions of the type that would require the Calculation Agent to adjust any amounts
payable on the Notes. No Index Sponsor has any obligation of any sort with respect to the Notes. Thus, no Index Sponsor has any obligation to
take your interests into consideration for any reason, including in taking any actions that might affect the value of the applicable Reference
Asset and, therefore, the market value of, and any amounts payable on, the Notes. Except pursuant to any license agreement with an Index
Sponsor and specified in "Information About the Reference Asset" below, none of the proceeds from the issuance of the Notes will be delivered
to any Index Sponsor.
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 whether the Contingent Interest Payment is payable on any Contingent Interest
Payment Date, whether a Barrier Event has occurred and any 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 have a conflict of interest if it needs to make certain decisions. For example, the Calculation Agent may have to determine
whether a market disruption event affecting a Reference Asset has occurred. This determination may, in turn, depend on the Calculation Agent's
judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because
this determination by the Calculation Agent will affect any 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.
TD SECURITIES (USA) LLC
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T he Re fe re nc e Asse t s Re fle c t Pric e Re t urn, not T ot a l Re t urn.
The return on your Notes is based on the performance of the Reference Assets, which reflect the changes in the market prices of their
respective Reference Asset Constituents. They are not, however, linked to a "total return" index or strategy, which, in addition to reflecting those
price returns, would also reflect dividends paid on the Reference Asset Constituents. The return on your Notes will not include such a total return
feature or dividend component.
Any Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding t he Fina l V a lua t ion Da t e ) or Ca ll Obse rva t ion 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 s.
Each Contingent Interest Observation Date (including the Final Valuation Date) or Call Observation Date and the related payment dates
(including the Maturity Date) are 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 "General Terms
of the Notes -- Market Disruption Events" in the product prospectus supplement and "Summary -- Monitoring Period" herein. A market
disruption event for a particular Reference Asset will not constitute a market disruption event for any other Reference Asset.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk 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 our other 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 values of the Reference Assets or one or more Reference Asset Constituents, 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, and any amounts payable on, the Notes declines. We or one or more of our affiliates may also issue or underwrite other securities or
financial or derivative instruments with returns linked or related to changes in the Reference Assets or one or more Reference Asset
Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our affiliates may, at present or in the future, engage in business with one or more Reference Asset Constituent Issuers,
including making loans to or providing advisory services to those companies. These services could include investment banking and merger and
acquisition advisory services. These business activities may present a conflict between 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 the Reference Asset or one or more Reference Asset Constituents. This research is modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities
by us or one or more of our affiliates or the Agents or their affiliates may affect the value of a Reference Asset or one or more Reference Asset
Constituents and, therefore, the market value of the Notes, whether the Contingent Interest Payment is payable on any Contingent Interest
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