Bond TD Bank 0% ( US89114RGA86 ) in USD

Issuer TD Bank
Market price 100 %  ⇌ 
Country  Canada
ISIN code  US89114RGA86 ( in USD )
Interest rate 0%
Maturity 08/04/2021 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US89114RGA86 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 2 495 000 USD
Cusip 89114RGA8
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 US89114RGA86, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/04/2021







424B2 1 form424b2.htm PRICING SUPPLEMENT
Pricing Supplement dated March 23, 2020 to the
Filed Pursuant to Rule 424(b)(2)
Product Prospectus Supplement MLN -EI-1 dated June 19, 2019 and
Registration Statement No. 333 -231751
Prospectus Dated June 18, 2019

T he T oront o-Dom inion Ba nk

$ 2 ,4 9 5 ,0 0 0
Cont inge nt Ba rrie r Digit a l N ot e s Link e d t o t he S& P 5 0 0 ® I nde x Due April 8 , 2 0 2 1
Se nior De bt Se c urit ie s, Se rie s E
Ge ne ra l
·
The Notes are designed for investors who (i) are willing to forgo participation in any appreciation of the S&P 500 ® Index (the "Reference Asset") and instead receive a fixed return if
the level of the Reference Asset appreciates, remains flat or does not decline below the Barrier Level during the term of the Notes, (ii) are willing to accept the risk of losing a
significant portion or all of their Principal Amount and (iii) are willing to forgo interest and dividend payments.
·
If the arithmetic average of the Closing Level of the Reference Asset on each Averaging Date (the "Final Level") is less than the Barrier Level, investors will lose 1% of the Principal
Amount of the Notes for each 1% that the Final Level is less than the Initial Level, and may lose their entire Principal Amount of the Notes.
·
Any payments on the Notes, including any repayment of principal, are subject to our credit risk.
K e y T e rm s
Issuer:
The Toronto -Dominion Bank ("TD")
Reference Asset:
The S&P 500 ® Index (Bloomberg ticker: SPX)
Principal Amount:
$1,000 per Note, subject to a minimum investment of $10,000 and integral multiples of $1,000 in excess thereof.
Term:
Approximately 54 weeks.
Strike Date:
March 20, 2020
Pricing Date:
March 23, 2020
Issue Date:
March 26, 2020, which is three Business Days following the Pricing Date. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
Maturity Date:
April 8, 2021, subject to postponement as described further under "General Terms of the Notes -- Market Disruption Events" and "-- Maturity Date" in the product
prospectus supplement. If such day is not a Business Day, the Maturity Date will be the next succeeding Business Day.
Payment at Maturity: On the Maturity Date, we will pay a cash payment, if anything, per Note equal to:
· If the Final Level is e qua l t o or gre a t e r t ha n the Barrier Level: Principal Amount + (Principal Amount x Digital Return).
If the Final Level is equal to or greater than the Barrier Level, the investor will receive the maximum payment at maturity of $1,120.00 per
$1,000 Principal Amount, regardless of any increase of the Reference Asset, which may be significant, and the return on the Notes will be
less than the Percentage Change if the Percentage Change is greater than the Digital Return.
· If the Final Level is le ss t ha n the Barrier Level: Principal Amount + (Principal Amount x Percentage Change).
I f t he Fina l Le ve l is le ss t ha n t he Ba rrie r Le ve l, you w ill lose 1 % of t he Princ ipa l Am ount of t he N ot e s for e a c h 1 % t ha t t he Fina l Le ve l
is le ss t ha n t he I nit ia l Le ve l, a nd m a y lose your e nt ire Princ ipa l Am ount . Any pa ym e nt s on t he N ot e s a re subje c t t o our c re dit risk . All
amounts used in or resulting from any calculation relating to the Notes, including the Payment at Maturity, will be rounded upward or downward as appropriate, to
the nearest cent.
Percentage Change:
The quotient, expressed as a percentage, of the following formula:
Final Level ­ Initial Level
Initial Level
Digital Return:
12.00%. Accordingly, if the Final Level is equal to or greater than the Barrier Level, you will receive the Digital Return, which entitles you to a maximum payment
at maturity of $1,120.00 per $1,000 Principal Amount.
Initial Level:
2,304.92, which is the Closing Level of the Reference Asset on the Strike Date, as determined by the Calculation Agent.
Final Level:
The arithmetic average of the Closing Level of the Reference Asset on each of the "Averaging Dates" specified below, as determined by the Calculation Agent.
Averaging Dates:
March 29, 2021, March 30, 2021, March 31, 2021, April 1, 2021 and April 5, 2021 (such day may be referred to as the "Final Averaging Date"). Each "Averaging
Date" is a "Valuation Date" for the purposes of the product prospectus supplement and is subject to postponement as described under "General Terms of the
Notes -- Market Disruption Events -- Market Disruption Events for Notes with More Than One Valuation Date " therein. If such day is not a Trading Day, the
relevant Averaging Date will be the next succeeding "valid date" as defined under ""General Terms of the Notes -- Market Disruption Events -- Market Disruption
Events for Notes with More Than One Valuation Date " in the product prospectus supplement.
Barrier Level:
1,613.444, which is 70.00% of the Initial Level, as determined by the Calculation Agent.
CUSIP / ISIN:
89114RGA8 / US89114RGA86
The estimated value of your Notes on the Pricing Date was $942.00 per Note, as discussed further under "Additional Risk Factors -- Estimated Value" beginning on page P -5 and
"Additional Information Regarding the Estimated Value of the Notes" on page P -20 of this pricing supplement. The estimated value is less than the public offering price of the Notes.
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S.
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.The Notes will not be listed or displayed on any securities exchange or any electronic
communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P -3 of t his
pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-6 of t he produc t prospe c t us supple m e nt M LN -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 .

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Note
$1,000.00
$ 10.00
$ 990.00
Total
$2,495,000.00
$24,950.00
$2,470,050.00
1 The public offering price for investors purchasing the Notes in fiduciary accounts may have been as low as $990.00 (99.00%) per Note.
2 TD Securities (USA) LLC ("TDS" or the "Agent") will receive a commission of $10.00 (1.00%) per $1,000.00 Principal Amount of the Notes sold in this offering. J.P. Morgan Securities LLC, which we refer to as JPMS
LLC, and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes and, from the commission to TDS, will receive a placement fee of $10.00 for each Note they sell in this offering to accounts other
than fiduciary accounts. TDS and the placement agents will forgo a commission and placement fee for sales to fiduciary accounts. See "Supplemental Plan of Distribution (Conflicts of Interest)" of this pricing
supplement for additional information.
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
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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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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 under "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. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Notes. You may
access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant
date on the SEC website):
?
Prospectus dated June 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
P-2
Selected Purchase Considerations
·
Pot e nt ia l for Fix e d Re t urn ­ At maturity, if the Final Level is equal to or greater than the Barrier Level, you will receive a return at
maturity equal to the Digital Return. However, you will not have the opportunity to participate in the possible increase in the level of the
Reference Asset through an investment in the Notes because any positive return on the Notes is fixed and will not exceed the Digital
Return.
·
Cont inge nt Re pa ym e nt of Princ ipa l, w it h Pot e nt ia l for Full Dow nside Ex posure ­ If the Final Level is less than the Barrier
Level, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Level is less than the Initial Level, and may
lose their entire investment in the Notes. Any pa ym e nt s on t he N ot e s, inc luding a ny re pa ym e nt of princ ipa l, a re subje c t
t o our c re dit risk .
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these risks, please see "Additional Risk Factors Specific to the Notes" in the
product prospectus supplement and "Risk Factors" in the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances. Accordingly, you should consult your investment,
legal, tax, accounting and other advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of your
particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss.
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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 Final Level is less than the Barrier Level, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Level is less
than the Initial Level, and may lose their entire Principal Amount.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn 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.
There will be no periodic interest payments on the Notes as there would be on a conventional, fixed-rate or floating-rate debt security of
comparable maturity. The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other
investments. The Notes do not provide for interest payments. Even if your return is positive, your return may be less than your return on a
conventional, interest-bearing senior debt security of TD of comparable maturity or if you made a hypothetical direct investment in the Reference
Asset. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.
Y our Pot e nt ia l Re t urn on t he N ot e s I s Fix e d a nd Lim it e d t o t he Digit a l Re t urn, Y ou Will N ot Pa rt ic ipa t e in Any
Appre c ia t ion in t he Le ve l of t he Re fe re nc e Asse t a nd Y ou Will N ot H a ve Any Right s Assoc ia t e d w it h Ow ning t he
Re fe re nc e Asse t Const it ue nt s.
Your potential return on the Notes is fixed and is limited to the Digital Return. You will receive the Digital Return only if the Final Level is equal to
or greater than the Barrier Level. You will not participate in any appreciation of the Reference Asset, which may be significant, even though you
will be exposed to the downside market risk of the Reference Asset. Accordingly, your return on the Notes may be less than the return on a
hypothetical direct investment in the Reference Asset, on a note directly linked to the performance of the Reference Asset or on a direct
investment in the stocks and other assets comprising the Reference Asset (the "Reference Asset Constituents"). Further, investing in the Notes
will not make you a holder of shares of the Reference Asset Constituents and you will not have any voting rights, any rights to receive dividends
or other distributions or any rights against the issuers of the Reference Asset Constituents (the "Reference Asset Constituent Issuers"). Your
Notes will be paid in cash and you have no right to receive delivery of shares of the Reference Asset Constituents.
T he Re t urn on Y our N ot e s M a y Cha nge Signific a nt ly De spit e Only a Sm a ll Cha nge in t he Fina l Le ve l.
If the Final Level of the Reference Asset is less than the Barrier Level, you will be fully exposed to any depreciation in the Reference Asset and,
therefore, you will receive less than the Principal Amount of your Notes and you will lose a significant portion or all of your investment in the
Notes. This means that while a percentage decrease from the Initial Level to a Final Level equal to the Barrier Level will result in a positive
return equal to the Digital Return, any additional decrease in the Final Level of the Reference Asset will instead result in a loss of 1% of the
Principal Amount of the Notes for each 1% that the Final Level is less than the Initial Level, up to the entire Principal Amount of your Notes.
TD SECURITIES (USA) LLC
P-3
T he Am ount Pa ya ble on t he N ot e s, if Any, is not Link e d t o t he Le ve l of t he Re fe re nc e Asse t a t a ny T im e Ot he r t ha n
a s of t he Ave ra ging Da t e s.
Any payment on the Notes will be based on the Final Level, which will be the arithmetic average of the Closing Level of the Reference Asset on
each of the Averaging Dates (including the Final Averaging Date). Even if the level of the Reference Asset remains equal to or greater than the
Initial Level or less than the Initial Level but equal to or greater than the Barrier Level prior to the Averaging Dates but subsequently declines as
of the Averaging Dates, the Payment at Maturity, if any, may be significantly less than it would have been had the Payment at Maturity been
linked to the level of the Reference Asset prior to such decline. Although the actual Closing Level of the Reference Asset on the Final Averaging
Date or at other times during the term of the Notes may be higher than the Final Level, the Payment at Maturity, if any, will be based solely on
the arithmetic average of the Closing Levels of the Reference Asset on each of the Averaging Dates, as compared to the Initial Level.
T he Am ount Pa ya ble on t he N ot e s, if Any, is Ba se d on t he Arit hm e t ic Ave ra ge of t he Closing Le ve ls of t he
Re fe re nc e Asse t on e a c h of t he Ave ra ging Da t e s, a nd t he re fore t he Pa ym e nt a t M a t urit y, if Any, m a y be Le ss t ha n if
it w e re Ba se d Sole ly on t he Closing Le ve l of t he Re fe re nc e Asse t on a Single V a lua t ion Da t e .
The Payment at Maturity, if any, will be calculated by reference to the Final Level, which will be equal to the arithmetic average of the Closing
Levels of the Reference Asset on each of the Averaging Dates listed herein. Therefore, in calculating the Final Level, performance of the
Reference Asset on one or more Averaging Dates that would lead to a positive return on the Notes may be moderated, wholly offset or even
reversed by changes in the level of the Reference Asset on one or more of the other Averaging Dates. Therefore, even if the Closing Level of
the Reference Asset was greater than or equal to the Barrier Level on certain Averaging Dates (including the Final Averaging Date), the return
on the Notes will be negative if the Closing Level was less than the Barrier Level on other Averaging Dates and the Final Level is less than the
Barrier Level.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes on the Maturity Date and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
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creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors may not
receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, the underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or
trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial. If you sell your Notes before the Maturity Date, you
may have to do so at a substantial discount from the public offering price irrespective of the level of the Reference Asset at such time, and as a
result, you may suffer substantial losses.
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not result
in a comparable change in the market value of your Notes. Even if the level of the Reference Asset is equal to or greater than the Barrier Level
during the term of the Notes, the market value of your Notes may not increase and could decline.
T he re Are M a rk e t Risk s Assoc ia t e d w it h t he Re fe re nc e Asse t .
The level of the Reference Asset can rise or fall sharply due to factors specific to the Reference Asset, the Reference Asset Constituents and
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 Asset. For additional information, see "Information Regarding the Reference Asset" herein. Recently, the
coronavirus infection has caused volatility in the global financial markets and threatened a slowdown in the global economy. Coronavirus or any
other communicable disease or infection may adversely affect the Reference Asset Constituent Issuers, and therefore, the Reference Asset.
TD SECURITIES (USA) LLC
P-4
Est im a t e d V a lue
T he Est im a t e d V a lue of Y our N ot e s I s Le ss T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is less than the public offering price of your Notes. The difference between the public offering price of
your Notes and the estimated value of the Notes reflects costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes. Because hedging our obligations entails risks and may be influenced by market forces
beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
T he Est im a t e d V a lue of Y our N ot e s I s Ba se d on Our I nt e rna l Funding Ra t e .
The estimated value of your Notes is determined by reference to our internal funding rate. The internal funding rate used in the
determination of the estimated value of the Notes generally represents a discount from the credit spreads for our conventional, fixed-rate
debt securities and the borrowing rate we would pay for our conventional, fixed-rate debt securities. This discount is based on, among other
things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking
into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt
securities, or the borrowing rate we would pay for our conventional, fixed-rate debt securities were to be used, we would expect the
economic terms of the Notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an
internal funding rate for the Notes is expected to increase the estimated value of the Notes at any time.
T he Est im a t e d V a lue of t he N ot e s I s Ba se d on Our I nt e rna l Pric ing M ode ls, Whic h M a y Prove t o Be I na c c ura t e
a nd M a y Be Diffe re nt from t he Pric ing M ode ls of Ot he r Fina nc ia l I nst it ut ions.
The estimated value of your Notes is based on our internal pricing models, which take into account a number of variables, such as our
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internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are not evaluated or verified on an
independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions' pricing
models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions
that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be
materially less than the estimated value of the Notes determined by reference to our internal pricing models. In addition, market conditions
and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be less than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be less than the price you paid for your Notes, and any sale prior to the Maturity Date could
result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
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.
We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by t he I nde x
Sponsor.
S&P Dow Jones Indices LLC (the "Index Sponsor") is not an affiliate of ours and will not be involved in any offerings of the Notes in any way.
Consequently, we have no control of any actions of the Index Sponsor, including any actions of the type that could adversely affect the level of
the Reference Asset or any amount payable on the Notes. The Index Sponsor does not have any obligation of any sort with respect to the
Notes. Thus, the Index Sponsor has no obligation to take your interests into consideration for any reason, including in taking any actions that
might affect the value of the Notes. None of our proceeds from any issuance of the Notes will be delivered to the Index Sponsor, except to the
extent that we are required to pay the Index Sponsor licensing fees with respect to the Reference Asset.
TD SECURITIES (USA) LLC
P-5
T he Re fe re nc e Asse t Re fle c t s Pric e Re t urn, N ot T ot a l Re t urn.
The return on your Notes is based on the performance of the Reference Asset, which reflects the changes in the market prices of its Reference
Asset Constituents. The Reference Asset is not a "total return" index or strategy, which, in addition to reflecting those price returns, would also
reflect any dividends paid on the Reference Asset Constituents. The return on your Notes will not include such a total return feature or dividend
component.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the Payment at Maturity, if any on the Notes. We will serve as the Calculation Agent
and may appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when
performing its functions. For example, the Calculation Agent may have to determine whether a Market Disruption Event affecting the Reference
Asset has occurred, which may, in turn, depend on the Calculation Agent's judgment as to whether the event has materially interfered with our
ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the Calculation Agent may affect 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.
Any Ave ra ging Da t e (inc luding t he Fina l Ave ra ging Da t e ) a nd t he M a t urit y Da t e a re Subje c t t o M a rk e t Disrupt ion
Eve nt s a nd Post pone m e nt .
Each Averaging Date (including the Final Averaging Date), and therefore the Maturity Date, are subject to postponement as described herein
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and in the product prospectus supplement due to the occurrence of one or more Market Disruption Events. For a description of what constitutes
a Market Disruption Event as well as the consequences of that Market Disruption Event, see "General Terms of the Notes -- Market Disruption
Events" in the product prospectus supplement.
T ra ding a nd Busine ss Ac t ivit ie s by T D 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
Pa ya ble on, t he N ot e s.
We, the Agent and/or one or more of our other affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or
other derivative instruments with returns linked or related to changes in the level of the Reference Asset or one or more Reference Asset
Constituents, and we may adjust these hedges by, among other things, purchasing or selling at any time shares of, or securities, futures,
options or other derivative instruments on, the Reference Asset or Reference Asset Constituents. It is possible that we and/or one or more of
our affiliates could receive substantial returns from these hedging activities while the market value of, and any amount payable on, the Notes
declines. We and/or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns
linked or related to changes in the performance of the Reference Asset 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/or our affiliates will have in
our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our and/or their customers'
accounts and in accounts under our and/or their management. These trading activities could be adverse to the interests of the holders of the
Notes.
We, the Agent and/or another of our affiliates may, at present or in the future, engage in business with 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 and/or one or more of our
affiliates' (including the Agent's) obligations and your interests as a holder of the Notes. Moreover, we, the Agent and/or another of our affiliates
may have published, and in the future expect to publish, research reports with respect to the Reference Asset or one or more Reference Asset
Constituent Issuers. 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, the Agent and/or another of our affiliates may affect the levels of
the Reference Asset and, therefore, the market value of, and any amount payable on, the Notes.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s Are U nc e rt a in.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation and should
read carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the product prospectus supplement, and the section
entitled "Material U.S. Federal Income Tax Consequences" below. You should consult your tax advisor as to the tax consequences of your
investment in the Notes.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the product
prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences." If you are not a Non-resident Holder (as that term is
defined in the prospectus) for Canadian federal income tax purposes or if you acquire the Notes in the secondary market, you should consult
your tax advisors as to the consequences of acquiring, holding and disposing of the Notes and receiving the payments that might be due under
the Notes.
TD SECURITIES (USA) LLC
P-6
Cont inge nt Ba rrie r Digit a l N ot e s

Link e d t o t he S& P 5 0 0 ® I nde x
Due April 8 , 2 0 2 1


Additional Terms
The information in this "Additional Terms" section supplements, and to the extent inconsistent supersedes, the information set forth in the
product prospectus supplement and the prospectus.
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Contingent Barrier Digital Notes
Age nt :
TDS
Curre nc y:
U.S. Dollars
M onit oring Pe riod:
For purposes of determination of the Final Level, the Calculation Agent will observe the Closing Level on each
Averaging Date.
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M a rk e t Disrupt ion If a Market Disruption Event occurs or is continuing on an Averaging Date (including the Final Averaging Date),
Eve nt s:
the affected Averaging Date will be postponed to the next Valid Date. A "Valid Date" is a Trading Day (i) on which

no Market Disruption Event occurs or is continuing and (ii) which is not otherwise scheduled to be an Averaging
Date. If the first succeeding Valid Date has not occurred as of the close of trading on the eighth Trading Day
immediately following the original date such that, but for the occurrence of another Averaging Date or a Market
Disruption Event, would have been the final Averaging Date, then (1) that eighth Trading day shall be deemed to
be the Averaging Date (irrespective of whether that eighth Trading Day is already an Averaging Date), and (2) the
Calculation Agent shall determine the Closing Level on such day as specified above. If the Calculation Agent
postpones the determination of the Closing Level on an Averaging Date (and therefore postpones the
determination of the Final Level), the Maturity Date will be postponed to maintain the same number of Business
Days between the final Averaging Date and the Maturity Date as existed prior to the postponement(s).
Each Averaging Date is a "Valuation Date" for purposes of the product prospectus supplement. See "General
Terms of the Notes -- Market Disruption Events" in the product prospectus supplement for events that constitute
a Market Disruption Event.
Ca na dia n T a x Please see the discussion in the product prospectus supplement under "Supplemental Discussion of Canadian
T re a t m e nt :
Tax Consequences," which applies to the Notes.
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law to close in New York City.
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.
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-7
Hypothetical Returns
The examples and table set out below are included for illustration purposes only and show hypothetical examples only: amounts below may
have been rounded for ease of analysis. The hypot he t ic a l Percentage Changes of the Reference Asset used to illustrate the calculation of
the hypothetical Payment at Maturity are not estimates or forecasts of the actual Initial Level, Final Level or level of the Reference Asset on any
Trading Day prior to the Maturity Date. All examples assume a Barrier Level equal to 70.00% of the hypothetical Initial Level, a Digital Return of
12.00%, that a holder purchased Notes with an aggregate Principal Amount of $1,000 and that no market disruption event occurs on any
Averaging Date, including the Final Averaging Date. The actual terms of the Notes are indicated on the cover hereof.
Example 1 --
Calculation of the Payment at Maturity where the Percentage Change is positive and less than the Digital Return.

Percentage Change:
5.00%

Payment at Maturity:
= $1,000.00 + ($1,000.00 x 12.00%)
= $1,000.00 + $120.00
= $1,120.00

On a $1,000.00 investment, a 5.00% Percentage Change results in a Payment at Maturity of $1,120.00, a 12.00% return on
the Notes.
Example 2 --
Calculation of the Payment at Maturity where the Percentage Change is positive and greater than the Digital Return.

Percentage Change:
40.00%

Payment at Maturity:
= $1,000.00 + ($1,000.00 x 12.00%)
= $1,000.00 + $120.00
= $1,120.00

On a $1,000.00 investment, a 40.00% Percentage Change results in a Payment at Maturity of $1,120.00, a 12.00% return
on the Notes.
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Example 3 --
Calculation of the Payment at Maturity where the Percentage Change is negative but the Final Level is equal to or greater
than the Barrier Level.

Percentage Change:
-5.00%

Payment at Maturity:
= $1,000.00 + ($1,000.00 x 12.00%)
= $1,000.00 + $120.00
= $1,120.00

On a $1,000.00 investment, a -5.00% Percentage Change results in a Payment at Maturity of $1,120.00, a 12.00% return on
the Notes.
Example 4 --
Calculation of the Payment at Maturity where the Percentage Change is negative and the Final Level is less than the Barrier
Level.

Percentage Change:
-50.00%

Payment at Maturity:
$1,000.00 + ($1,000.00 x -50.00%) = $1,000.00 - $500.00 = $500.00

On a $1,000.00 investment, a -50.00% Percentage Change results in a Payment at Maturity of $500.00, a -50.00% return on
the Notes.
TD SECURITIES (USA) LLC
P-8
The following table illustrates hypothetical payments per Note that could be realized at maturity for a range of hypothetical Final Levels of the
Reference Asset.
The hypothetical payments set forth below are based on the hypothetical terms set forth above, and a hypothetical Initial Level of 100.00 and
hypothetical Final Levels shown below, which do not represent a likely Initial Level or likely Final Levels, respectively, of the Reference Asset.
The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser
of the Notes. The numbers appearing in the following table may have been rounded for ease of analysis.
H ypot he t ic a l
H ypot he t ic a l
Pa ym e nt a t
Re t urn on t he
Pe rc e nt a ge
Fina l Le ve l*
M a t urit y
N ot e s
Cha nge
140.00
40.00%
$1,120.00
12.00%
130.00
30.00%
$1,120.00
12.00%
120.00
20.00%
$1,120.00
12.00%
112.00
12.00%
$1,120.00
12.00%
110.00
10.00%
$1,120.00
12.00%
105.00
5.00%
$1,120.00
12.00%
100.00
0.00%
$1,120.00
12.00%
90.00
-10.00%
$1,120.00
12.00%
80.00
-20.00%
$1,120.00
12.00%
70.00
-30.00%
$1,120.00
12.00%
60.00
-40.00%
$600.00
-40.00%
50.00
-50.00%
$500.00
-50.00%
25.00
-75.00%
$250.00
-75.00%
0.00
-100.00%
$0.00
-100.00%
*Represents the arithmetic average of the Closing Level of the Reference Asset on
each of the Averaging Dates.
TD SECURITIES (USA) LLC
P-9
Information Regarding the Reference Asset
All disclosures contained in this document regarding the Reference Asset, including, without limitation, its make-up, method of calculation, and
changes in any Reference Asset components, have been derived from publicly available sources. The information reflects the policies of, and is
subject to change by, the Index Sponsor. The Index Sponsor, owns the copyright and all other rights to the Reference Asset, has no obligation
to continue to publish, and may discontinue publication of, the Reference Asset. None of the websites referenced in the Reference Asset
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description below, or any materials included in those websites, are incorporated by reference into this document or any document incorporated
herein by reference.
The graph below sets forth the information relating to the historical performance of the Reference Asset for the period specified. We obtained the
information regarding the historical performance of the Reference Asset in the graph below from Bloomberg Professional® service
("Bloomberg").
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the
Reference Asset should not be taken as an indication of its future performance, and no assurance can be given as to the Closing Level or Final
Level of the Reference Asset on any Averaging Date. We cannot give you any assurance that the performance of the Reference Asset will result
in a positive return on your initial investment.
S& P 5 0 0 ® I nde x
The SPX includes a representative sample of 500 companies in leading industries of the U.S. economy. The 500 companies are not the 500
largest companies listed on the New York Stock Exchange ("NYSE") and not all 500 companies are listed on the NYSE. The Index Sponsor,
S&P Dow Jones Indices LLC, chooses companies for inclusion in the SPX with an aim of achieving a distribution by broad industry groupings
that approximates the distribution of these groupings in the common stock population of the U.S. equity market. Although the SPX contains 500
constituent companies, at any one time it may contain greater than 500 constituent trading lines since some companies included in the SPX
prior to July 31, 2017 may be represented by multiple share class lines in the SPX. The SPX is calculated, maintained and published by the
Index Sponsor and is part of the S&P Dow Jones Indices family of indices. Additional information is available on the following websites:
us.spindices.com/indices/equity/sp-500 and spdji.com/. We are not incorporating by reference the websites or any material they include in this
document or any document incorporated herein by reference.
The Index Sponsor intends for the Reference Asset to provide a performance benchmark for the large-cap U.S. equity markets. Index additions
and deletions are made on an as-needed basis and there is no schedule for constituent reviews. Index additions and deletions are announced
with at least three business days advance notice. Less than three business days' notice may be given at the discretion of the Index Sponsor.
Relevant criteria for additions to the SPX that are employed by the Index Sponsor include: the company proposed for addition should have an
unadjusted company market capitalization of $8.2 billion or more and a security level float-adjusted market capitalization that is at least $4.1
billion (for spin-offs, eligibility is determined using when-issued prices, if available); using composite pricing and volume, the ratio of annual dollar
value traded (defined as average closing price over the period multiplied by historical volume) in the proposed constituent to float-adjusted
market capitalization of that company should be at least 1.00 and the stock should trade a minimum of 250,000 shares in each of the six months
leading up to the evaluation date; the company must be a U.S. company (characterized as a Form 10-K filer with its U.S. portion of fixed assets
and revenues constituting a plurality of the total and with a primary listing of the common stock on the NYSE, NYSE Arca, NYSE American
(formerly NYSE MKT), NASDAQ Global Select Market, NASDAQ Select Market, NASDAQ Capital Market, Cboe BZX (formerly Bats BZX), Cboe
BYX (formerly Bats BYX), Cboe EDGA (formerly Bats EDGA) or Cboe EDGX (formerly Bats EDGX) (each, an "eligible exchange")); the
proposed constituent has an investable weight factor ("IWF") of 50% or more; the inclusion of the company will contribute to sector balance in
the SPX relative to sector balance in the market in the relevant market capitalization range; financial viability (the sum of the most recent four
consecutive quarters' Generally Accepted Accounting Principles earnings (net income excluding discontinued operations) should be positive as
should the most recent quarter); and, for initial public offerings, the company must be traded on an eligible exchange for at least twelve months
(spin-offs or in-specie distributions from existing constituents do not need to be traded on an eligible exchange for twelve months prior to their
inclusion in the SPX). In addition, constituents of the S&P MidCap 400® Index and the S&P SmallCap 600® Index can be added to the SPX
without meeting the financial viability, IWF and/or liquidity eligibility criteria if the S&P Index Committee decides that such an addition will
enhance the representativeness of the SPX as a market benchmark. Further, constituents of the S&P Total Market Index Ex S&P Composite
1500 (which includes all eligible U.S. common equities except for those included in the SPX, the S&P MidCap 400® Index and the S&P
SmallCap 600® Index) that acquire a constituent of the SPX, the S&P MidCap 400® Index or the S&P SmallCap 600® Index that do not fully
meet the financial viability or IWF criteria may still be added to the SPX at the discretion of the S&P Index Committee if the S&P Index
Committee determines that the addition could minimize turnover and enhance the representativeness of the SPX as a market benchmark.
Certain types of organizational structures and securities are always excluded, including business development companies, limited partnerships,
master limited partnerships, limited liability companies, OTC bulletin board issues, closed-end funds, exchange-traded funds ("ETFs"),
exchange-traded notes, royalty trusts, tracking stocks, special purpose acquisition companies, preferred stock and convertible preferred stock,
unit trusts, equity warrants, convertible bonds, investment trusts, rights and American depositary receipts. SPX Constituents are deleted from the
SPX when they are involved in mergers, acquisitions or significant restructurings such that they no longer meet the inclusion criteria, and when
they substantially violate one or more of the addition criteria. SPX Constituents that are delisted or moved to the pink sheets or the OTC bulletin
board are removed, and those that experience a trading halt may be retained or removed in the Index Sponsor's discretion. The Index Sponsor
evaluates additions and deletions with a view to maintaining SPX continuity.
TD SECURITIES (USA) LLC
P-10
For constituents included in the SPX prior to July 31, 2017, all publicly listed multiple share class lines are included separately in the SPX,
subject to, in the case of any such share class line, that share class line satisfying the liquidity and float criteria discussed above and subject to
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certain exceptions. It is possible that one listed share class line of a company may be included in the SPX while a second listed share class line
of the same company is excluded. For companies that issue a second publicly traded share class to SPX share class holders, the newly issued
share class line is considered for inclusion if the event is mandatory and the market capitalization of the distributed class is not considered to be
de minimis.
As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the SPX. Only common shares are
considered when determining whether a company has a multiple share class structure. Constituents of the SPX prior to July 31, 2017 with
multiple share class lines will be grandfathered in and continue to be included in the SPX. If a SPX Constituent reorganizes into a multiple share
class line structure, that company will be reviewed for continued inclusion in the SPX at the discretion of the S&P Index Committee.
As of February 28, 2020, the 500 companies included in the SPX were divided into eleven Global Industry Classification Sectors. The Global
Industry Classification Sectors include (with the approximate percentage currently included in such sectors indicated in parentheses):
Information Technology (24.4%), Health Care (14.0%), Financials (12.2%), Communication Services (10.7%), Consumer Discretionary (9.9%),
Industrials (8.9%), Consumer Staples (7.2%), Energy (3.6%), Utilities (3.5%), Real Estate (3.1%) and Materials (2.5%). (Sector designations are
determined by the Index Sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining
sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that
sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in
methodology as well as actual differences in the sector composition of the indices.)
Calculation of the SPX
The SPX is calculated using a base-weighted aggregative methodology. The level of the SPX on any day for which a level is published is
determined by a fraction, the numerator of which is the aggregate of the market price of each Reference Asset Constituent times the number of
shares of such Reference Asset Constituent, and the denominator of which is the divisor, which is described more fully below. The "market
value" of any Reference Asset Constituent is the product of the market price per share of that Reference Asset Constituent times the number of
the then-outstanding shares of such Reference Asset Constituent that are then included in the SPX .
The SPX is also sometimes called a "base-weighted aggregative index" because of its use of a divisor. The "divisor" is a value calculated by the
Index Sponsor that is intended to maintain conformity in the SPX levels over time and is adjusted for all changes in the Reference Asset
Constituents' share capital after the "base date" as described below. The level of the SPX reflects the total market value of all Reference Asset
Constituents relative to the SPX's base date of 1941-43.
In addition, the SPX is float-adjusted, meaning that the share counts used in calculating the SPX reflect only those shares available to investors
rather than all of a company's outstanding shares. The Index Sponsor seeks to exclude shares held by long-term, strategic shareholders
concerned with the control of a company, a group that generally includes the following: officers and directors and related individuals whose
holdings are publicly disclosed, private equity, venture capital, special equity firms, asset managers and insurance companies with board of
director representation, publicly traded companies that hold shares in another company, holders of restricted shares (except for shares held as
part of a lock-up agreement), company-sponsored employee share plans/trusts, defined contribution plans/savings, investment plans,
foundations or family trusts associated with the company, government entities at all levels (except government retirement or pension funds),
sovereign wealth funds and any individual person listed as a 5% or greater stakeholder in a company as reported in regulatory filings
(collectively, "strategic holders"). To this end, the Index Sponsor excludes all share-holdings (other than depositary banks, pension funds
(including government pension and retirement funds), mutual funds, ETF providers, investment funds, asset managers (including hedge funds
with no board of director representation), investment funds of insurance companies (except in certain countries where insurance companies
may be considered strategic holders based on regulatory issues and country-specific practices) and independent foundations not associated
with the company) with a position greater than 5% of the outstanding shares of a company from the float-adjusted share count to be used in
SPX calculations.
The exclusion is accomplished by calculating an IWF for each Reference Asset Constituent that is part of the numerator of the float-adjusted
index fraction described above:
IWF = (available float shares)/(total shares outstanding)
where available float shares is defined as total shares outstanding less shares held by strategic holders. In most cases, an IWF is reported to the
nearest one percentage point. For companies with multiple share class lines, a separate IWF is calculated for each share class line. In most
cases, an IWF is reported to the nearest one percentage point.
Maintenance of the SPX
In order to keep the SPX comparable over time the Index Sponsor engages in an index maintenance process. The SPX maintenance process
involves changing the constituents as discussed above, and also involves maintaining quality assurance processes and procedures, adjusting
the number of shares used to calculate the SPX, monitoring and completing the adjustments for company additions and deletions, adjusting for
stock splits and stock dividends and adjusting for other corporate actions. In addition to its daily governance of indices and maintenance of the
SPX methodology, at least once within any 12 month period, the S&P Index Committee reviews the SPX methodology to ensure the SPX
continues to achieve the stated objective, and that the data and methodology remain effective. The S&P Index Committee may at times consult
with investors, market participants, security issuers included in or potentially included in the SPX, or investment and financial experts.
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Document Outline