Bond TD Bank 0% ( US8911605256 ) in USD

Issuer TD Bank
Market price 100 %  ▲ 
Country  Canada
ISIN code  US8911605256 ( in USD )
Interest rate 0%
Maturity 27/12/2024 - Bond has expired



Prospectus brochure of the bond Toronto-Dominion Bank US8911605256 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 29 709 000 USD
Cusip 891160525
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
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 US8911605256, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/12/2024

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US8911605256, was rated NR by Moody's credit rating agency.







424B2 1 form424b2.htm PRICING SUPPLEMENT


File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 1 7 5 1
(T o Prospe c t us da t e d J une 1 8 , 2 0 1 9 a nd
Produc t Supple m e nt EQU I T Y I N DI CES LI RN -1 da t e d
De c e m be r 2 , 2 0 1 9 )
2,970,918 Units
Pricing Date
December 19, 2019
$10 principal amount per unit
Settlement Date
December 27, 2019
CUSIP No. 891160525
Maturity Date
December 27, 2024







Le ve ra ge d I nde x Re t urn N ot e s® Link e d t o t he Dow J one s I ndust ria l
Ave ra ge ®
? Maturity of approximately 5 years
? 105.00% leveraged upside exposure to increases in the Index
? 1-to-1 downside exposure to decreases in the Index beyond a 20.00% decline, with up to 80.00% of your principal at risk
? All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank
? No periodic interest payments
? In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See "Structuring the Notes"
? Limited secondary market liquidity, with no exchange listing
? The notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation
(the "CDIC"), the U.S. Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency of Canada, the United States or any other jurisdiction




T he not e s a re be ing issue d by T he T oront o -Dom inion Ba nk ("T D"). T he re a re im port a nt diffe re nc e s be t w e e n t he not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt
inve st m e nt risk s a nd c e rt a in a ddit iona l c ost s. Se e "Risk Fa c t ors" be ginning on pa ge T S -6 of t his t e rm she e t a nd be ginning on pa ge PS -6 of produc t supple m e nt EQU I T Y
I N DI CES LI RN -1 a nd pa ge 1 of t he prospe c t us.
T he init ia l e st im a t e d va lue of t he not e s a t t he t im e t he t e rm s of t he not e s w e re se t on t he pric ing da t e w a s $ 9 .6 0 2 pe r unit , w hic h is le ss t ha n t he public offe ring pric e
list e d be low , as discussed further under "Summary" on the following page, "Risk Factors" beginning on page TS-6 of this term sheet and "Structuring the Notes" on page TS-12 of this term sheet for additional
information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or
accuracy of this document, product supplement EQUITY INDICES LIRN-1 or the prospectus. Any representation to the contrary is a criminal offense.

Per Unit
Total
Public offering price
$10.00
$29,709,180.00
Underwriting discount
$0.25
$742,729.50
Proceeds, before expenses, to TD
$9.75
$28,966,450.50
T he not e s:
Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
BofA Se c urit ie s
December 19, 2019
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Summary
The Leveraged Index Return Notes® Linked to the Dow Jones Industrial Average®, due December 27, 2024 (the "notes") are our senior unsecured debt securities, Series E. The notes are not guaranteed or insured by the CDIC,
the FDIC or any other governmental agency, and are not, either directly or indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act. T he not e s
w ill ra nk e qua lly w it h a ll of our ot he r se nior unse c ure d de bt . Any pa ym e nt s due on t he not e s, inc luding a ny re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of T D. The notes
provide you a leveraged return if the Ending Value of the Market Measure, which is the Dow Jones Industrial Average® (the "Index"), is greater than the Starting Value. If the Ending Value is equal to or less than the Starting Value
but greater than or equal to the Threshold Value, you will receive the principal amount of your notes. If the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of the principal amount of
your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See "Terms of the Notes" below.
The economic terms of the notes (including the Participation Rate) are based on our internal funding rate (which is our internal borrowing rate based on variables such as market benchmarks and our appetite for borrowing) and
several factors, including selling concessions, discounts, commissions or fees expected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection with structuring the notes,
estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangements as discussed further below and under "Structuring the Notes" on page TS-12.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on the pricing date is less than their public offering price. The initial estimated value was
determined by reference to our internal pricing models, which take into account a number of variables, typically including expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-
sensitivity analysis, time to maturity of the notes and our internal funding rate which take into account a number of variables and are based on a number of subjective assumptions, which are not evaluated or verified on an
https://www.sec.gov/Archives/edgar/data/947263/000114036119023113/form424b2.htm[12/24/2019 9:24:02 AM]


independent basis and may or may not materialize. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of an internal
funding rate for the notes rather than the levels at which our benchmark debt securities trade in the secondary market is expected, assuming all other economic terms are held constant, to have increased the initial estimated value
of the notes and to have had an adverse effect on the economic terms of the notes. For more information about the initial estimated value and the structuring of the notes, see the related discussion under "Risk Factors" and
"Structuring the Notes" herein.
Terms of the Notes
Redemption Amount Determination
Issuer:
The Toronto-Dominion Bank ("TD")

On the maturity date, you will receive a cash payment per unit determined as follows:
Principal Amount:
$10.00 per unit
Term:
Approximately 5 years
Market Measure:
The Dow Jones Industrial Average® (Bloomberg symbol: "INDU"), a price return index
Starting Value:
28,376.96
Ending Value:
The average of the closing levels of the Market Measure on each calculation day

occurring during the Maturity Valuation Period. The scheduled calculation days are
subject to postponement in the event of Market Disruption Events, as described
beginning on page PS-20 of product supplement EQUITY INDICES LIRN-1.
Threshold Value:
22,701.57 (80.00% of the Starting Value, rounded to two decimal places.)
Participation
105.00%
Ra t e :
Maturity Valuation
December 17, 2024, December 18, 2024, December 19, 2024, December 20, 2024
Pe riod:
and December 23, 2024
Fees and
The underwriting discount of $0.25 per unit listed on the cover page and the hedging
Cha rge s:
related charge of $0.075 per unit described in "Structuring the Notes" on page TS-12.
Calculation
BofA Securities, Inc. ("BofAS") and TD, acting jointly.
Age nt s:
Leveraged Index Return Notes®
TS-2
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
The terms and risks of the notes are contained in this term sheet and in the following:
?
Product supplement EQUITY INDICES LIRN-1 dated December 2, 2019:
https://www.sec.gov/Archives/edgar/data/947263/000114036119021791/form424b3.htm
?
Prospectus dated June 18, 2019:
https://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
These documents, including this term sheet (together, the "Note Prospectus"), have been filed as part of a registration statement with the SEC and may, without cost, be accessed on the SEC website as indicated
above or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") or BofAS by calling 1-800-294-1322.
You should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are
superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES LIRN-1. In the event of any conflict the
following hierarchy will govern: first, this term sheet; second, product supplement EQUITY INDICES LIRN-1; and last, the prospectus. Unless otherwise indicated or unless the context requires otherwise, all
references in this document to "we," "us," "our," or similar references are to TD.
Investor Considerations
Y ou m a y w ish t o c onside r a n inve st m e nt in t he not e s if:
T he not e s m a y not be a n a ppropria t e inve st m e nt for you if:
?
You anticipate that the Index will increase from the Starting Value to the Ending Value.
We urge?
you You
to believe
consult that
your the Index will
investment,
decrease
legal, tax,
from the Starting
accounting and
Value
other
to the
advisors Ending Value
regarding an or that it will
investment in the notes.
not increase sufficiently over the term of the notes to provide you with your desired return.
?
You are willing to risk a substantial loss of principal if the Index decreases from the Starting Value
to an Ending Value that is below the Threshold Value.
?
You seek 100% principal repayment or preservation of capital.
?
You are willing to forgo the interest payments that are paid on conventional interest bearing debt
?
You seek interest payments or other current income on your investment.
securities.
?
You want to receive dividends or other distributions paid on the stocks included in the Index.
?
You are willing to forgo dividends and other distributions on, and other benefits of owning, the
?
You seek an investment for which there will be a liquid secondary market.
stocks included in the Index.
?
You are unwilling or are unable to take market risk on the notes or to accept the credit risk of TD
?
You are willing to accept that a limited market or no market exists for sales of the notes prior to
as issuer of the notes.
maturity, and understand that the market price for the notes in any secondary market may be

adversely affected by various factors, including, but not limited to, our actual and perceived
creditworthiness, our internal funding rate and fees and charges on the notes, as described on
page TS-2.
?
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes,
including the Redemption Amount.
Leveraged Index Return Notes®
TS-3
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Hypothetical Payout Profile
Le ve ra ge d I nde x Re t urn N ot e s®
This graph reflects the returns on the notes, based on the Participation Rate of 105.00% and the

Threshold Value of 80% of the Starting Value. The green line reflects the returns on the notes, while
the dotted gray line reflects the returns of a direct investment in the stocks included in the Index,
excluding dividends.
https://www.sec.gov/Archives/edgar/data/947263/000114036119023113/form424b2.htm[12/24/2019 9:24:02 AM]


This graph has been prepared for purposes of illustration only. See the below table for a further
illustration of the range of hypothetical payments at maturity.
Hypothetical Payments at Maturity
The following table and examples are for purposes of illustration only. They are based on hypot he t ic a l
values and show hypot he t ic a l returns on the notes. They illustrate the calculation of the Redemption
Amount and total rate of return based on a hypothetical Starting Value of 100, a hypothetical Threshold Value
of 80, the Participation Rate of 105.00% and a range of hypothetical Ending Values. T he a c t ua l a m ount
you re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill de pe nd on t he a c t ua l St a rt ing
V a lue , T hre shold V a lue a nd Ending V a lue a nd w he t he r you hold t he not e s t o m a t urit y.
The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Index, see "The Index" section below. The Index is a price return index and as
such the Ending Value will not include any income generated by dividends or other distributions paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those
stocks directly. In addition, all payments on the notes are subject to issuer credit risk. If TD, as issuer, becomes unable to meet its obligations as they become due, you could lose some or all of your investment.
Pe rc e nt a ge Cha nge from t he
St a rt ing V a lue t o t he Ending
Re de m pt ion Am ount pe r
T ot a l Ra t e of Re t urn on t he
Ending V a lue

V a lue

U nit

N ot e s
0.00

-100.00%

$2.000

-80.00%
50.00

-50.00%

$7.000

-30.00%
79.00

-21.00%

$9.900

-1.00%
80.00(1)

-20.00%

$10.000

0.00%
90.00

-10.00%

$10.000

0.00%
95.00

-5.00%

$10.000

0.00%
97.00

-3.00%

$10.000

0.00%
100.00(2)

0.00%

$10.000

0.00%
102.00

2.00%

$10.210

2.10%
105.00

5.00%

$10.525

5.25%
110.00

10.00%

$11.050

10.50%
120.00

20.00%

$12.100

21.00%
130.00

30.00%

$13.150

31.50%
140.00

40.00%

$14.200

42.00%
150.00

50.00%

$15.250

52.50%
160.00

60.00%

$16.300

63.00%
(1)
This is the hypot he t ic a l Threshold Value.
(2)
The hypot he t ic a l Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value is 28,376.96, which was the closing level of the Market Measure
on the pricing date.
Leveraged Index Return Notes®
TS-4
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s
Ex a m ple 1
The Ending Value is 50.00, or 50.00% of the Starting Value:
Starting Value:
100.00
Threshold Value:
80.00
Ending Value:
50.00
Redemption Amount per unit
Ex a m ple 2
The Ending Value is 97.00, or 97.00% of the Starting Value:
Starting Value:
100.00
Threshold Value:
80.00
Ending Value:
97.00
Redemption Amount (per unit) = $ 1 0 .0 0 , the principal amount, since the Ending Value is equal to or less than the Starting Value but greater than or equal to the Threshold Value.
Ex a m ple 3
The Ending Value is 110.00, or 110.00% of the Starting Value:
Starting Value:
100.00
Ending Value:
110.00
= $ 1 1 .0 5 Redemption Amount per unit
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Leveraged Index Return Notes®
TS-5
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed
explanation of risks relating to the notes in the "Risk Factors" sections beginning on page PS-6 of product supplement EQUITY INDICES LIRN-1 and page 1 of the prospectus. We also urge you to 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.
?
Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
?
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
?
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become unable to meet our financial
obligations as they become due, you may lose some or all of your investment.
?
Your investment return may be less than a comparable investment directly in the stocks included in the Index.
?
The initial estimated value of your notes on the pricing date is less than their public offering price. The difference between the public offering price of your notes and the initial 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 (including, but not limited to, the hedging related charge, as further
described under "Structuring the Notes" on page TS-12). 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 and the amount of any such profit or loss will not be known until the maturity date.
?
The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the initial 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 (including, but not limited to, the hedging related charge, as further described under "Structuring the Notes" on page TS-12), 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 have increased the initial estimated value of the notes and have had an adverse effect on the economic terms of the notes.
?
The initial estimated value of the notes is based on our internal pricing models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions, including
BofAS and MLPF&S. The initial estimated value of your notes when the terms of the notes were set on the pricing date is based on our internal pricing models, which take into account a number of
variables, typically including the expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal
funding rate, 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, including those of BofAS and MLPF&S, 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 any secondary market. As a result, the secondary market price of your notes, if any, may be materially less than the initial estimated
value of the notes determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may change and any assumptions may prove to be
incorrect.
?
The initial estimated value of your notes is not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be less
than the public offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you. The initial estimated value of the notes will not be a
prediction of the prices at which MLPF&S, BofAS, their or our respective affiliates 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 initial 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 MLPF&S,
BofAS, their or our respective affiliates 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 maturity could result in a substantial loss to you.
Leveraged Index Return Notes®
TS-6
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
?
A trading market is not expected to develop for the notes. None of us, any of our affiliates, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any
party will be willing to purchase your notes at any price in any secondary market.
?
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in shares of companies included in the Index), and any hedging and
trading activities we, MLPF&S, BofAS or our or their respective affiliates engage in for our clients' accounts, may affect the market value of, and return on, the notes and may create conflicts of interest
with you.
?
The Index sponsor may adjust the Index in a way that may adversely affect its level and your interests, and the Index sponsor has no obligation to consider your interests.
?
You will have no rights of a holder of the securities included in the Index and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
?
While we, MLPF&S, BofAS or our or their respective affiliates may from time to time own securities of companies included in the Index, none of us, MLPF&S, BofAS or our or their respective affiliates
control any company included in the Index, and have not verified any disclosure made by any such company.
?
There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS, as the determinations made by the calculation agents may be discretionary and
could adversely affect any payment on the notes.
?
The U.S. federal income tax consequences of the notes are uncertain and, because of this uncertainty, there is a risk that the U.S. federal income tax consequences of the notes could differ materially and
adversely from the treatment described below in "Supplemental Discussion of U.S. Federal Income Tax Consequences", as described further in product supplement EQUITY INDICES LIRN-1 under
"Material U.S. Federal Income Tax Consequences -- Alternative Treatments". You should consult your tax advisor as the tax consequences of an investment in the notes and the potential alternative
treatments.
?
For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion in product supplement EQUITY INDICES LIRN-1 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 advisor as to the consequences of acquiring, holding and disposing of the notes and receiving the payments that might be due under the notes.
Leveraged Index Return Notes®
TS-7
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
https://www.sec.gov/Archives/edgar/data/947263/000114036119023113/form424b2.htm[12/24/2019 9:24:02 AM]


The Index
All disclosures contained in this term sheet regarding the Index, including, without limitation, its makeup, method of calculation, and changes in its components, have been derived from publicly available sources.
The information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (the "Index sponsor"). The Index sponsor, which licenses the copyright and all other rights to the Index, has no
obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section entitled "Description of
LIRNs--Discontinuance of an Index" beginning on page PS-21 of product supplement EQUITY INDICES LIRN-1. None of us, our affiliates, the calculation agents, MLPF&S or BofAS has independently verified the
accuracy or completeness of any information obtained with respect to the Index nor accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index. None of the
websites referenced in the Index description below, or any materials included in those websites, are incorporated by reference into this document, the product supplement EQUITY INDICES LIRN-1 or the
prospectus.
According to publicly available information, Dow Jones Industrial Average® ("INDU") is a benchmark of performance for companies in the U.S. stock market by measuring the price-weighted average of 30 "blue-
chip" U.S. stocks in all industries, with the exception of those in the transportation and utilities industry. The number of stocks in INDU was 12 in 1896, rose to 20 in 1916, then to 30 in 1928, and has been at that
level ever since. INDU is calculated in U.S. dollars as well as Japanese yen.
While there are no quantitative rules for component selection, a stock typically is added only if it has an excellent reputation, demonstrates sustained growth, is of interest to a large number of investors.
Maintaining adequate sector representation within INDU is also a consideration in the selection process. Companies should be incorporated and headquartered in the U.S., with a plurality of revenues derived from
the U.S.
INDU is maintained by an Averages Committee comprised of three representatives of S&P Dow Jones Indices LLC and two representatives of The Wall Street Journal ("WSJ"). The Averages Committee was
created in March 2010, when Dow Jones Indexes became part of CME Group Index Services, LLC, a joint venture company owned by CME Group Inc. and by Dow Jones & Company, Inc. In July 2012, The
McGraw-Hill Companies, now S&P Global Inc., and CME Group Inc. launched the Index sponsor.
Changes to INDU are made on an as-needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time.
INDU is price weighted rather than market capitalization weighted. Therefore, the component stock weightings are affected only by changes in the stocks' prices, in contrast with the weightings of other indices that
are affected by both price changes and changes in the number of shares outstanding. The value of INDU is the sum of the primary exchange prices of each of the 30 common stocks included in INDU, divided by
a divisor. The divisor is changed in accordance with a mathematical formula to adjust for composition changes, stock dividends, stock splits, other corporate actions and other price adjustments. The current
divisor of INDU is published daily in the WSJ and other publications. While this methodology reflects current practice in calculating INDU, no assurance can be given that the Index sponsor will not modify or
change this methodology in a manner that may affect the return on your investment.
The level of INDU is the sum of the primary exchange prices of each of the 30 component stocks included in INDU, divided by a divisor that is designed to provide a meaningful continuity in the level of INDU.
Because INDU is price-weighted, stock splits or changes in the component stocks could result in distortions in INDU level. In order to prevent these distortions related to extrinsic factors, the divisor is periodically
changed in accordance with a mathematical formula that reflects adjusted proportions within INDU. The current divisor of INDU is published daily in the WSJ and other publications. In addition, other statistics
based on INDU may be found in a variety of publicly available sources. The current formula used to calculate divisor adjustments is as follows: the new divisor (i.e., the divisor on the next trading session) is equal
to (1) the divisor on the current trading session times (2) the quotient of (a) the sum of the adjusted (for stock dividends, splits, spin-offs and other applicable corporate actions) closing prices of the constituents of
INDU on the current trading session and (b) the sum of the unadjusted closing prices of the constituents of INDU on the current trading session.
As of October 31, 2019, the sectors comprising INDU, by weight and based on a proprietary sector classification system used for Dow Jones indices, are: Information Technology (20.3%), Industrials (19.7%),
Financials (14.7%), Consumer Discretionary (13.1%), Health Care (12.8%), Consumer Staples (8.8%), Communication Services (4.8%), Energy (4.6%) and Materials (1.3%). As of the close of business on
September 21, 2018, the Index sponsor and MSCI Inc. updated the sector classification system. Among other things, the update broadened the Telecommunications Services sector and renamed it the
Communication Services sector. The renamed sector includes the previously existing Telecommunication Services Industry group, as well as the Media Industry group, which was moved from the Consumer
Discretionary sector and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three industries: Media, Entertainment and Interactive Media & Services. The
Media industry continues to consist of the Advertising, Broadcasting, Cable & Satellite and Publishing sub-industries. The Entertainment industry contains the Movies & Entertainment sub-industry (which includes
online entertainment streaming companies in addition to companies previously classified in such industry prior to September 21, 2018) and the Interactive Home Entertainment sub-industry (which includes
companies previously classified in the Home Entertainment Software sub-industry prior to September 21, 2018).
We have derived all information regarding INDU from publicly available information. Such 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 INDU. The Index sponsor has no obligation to continue to publish, and may discontinue publication of, INDU. Historical performance of INDU is not an indication of future performance. Future
performance of INDU may differ significantly from historical performance, either positively or negatively.
Leveraged Index Return Notes®
TS-8
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
The following graph shows the daily historical performance of the Index in the period from January 1, 2009 through December 19, 2019. We obtained this historical data from Bloomberg L.P. We have
not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was 28,376.96.
H ist oric a l Pe rform a nc e of t he I nde x
This historical data on the Index is not necessarily indicative of the future performance of the Index or of what the value of the notes may be. Any historical upward or downward trend in the level of
the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the notes.
You should consult publicly available sources for the levels of the Index.
Lic e nse Agre e m e nt
S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). These trademarks have
been licensed for use by S&P Dow Jones Indices LLC. Dow Jones®, DJIA®, The Dow® and INDU are trademarks of Dow Jones and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates
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and sublicensed for certain purposes by us. INDU is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by us.
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices
make no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability
of INDU to track general market performance. S&P Dow Jones Indices' only relationship to us with respect to INDU is the licensing of INDU and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its third party licensors. INDU is determined, composed and calculated by S&P Dow Jones Indices without regard to us or the notes. S&P Dow Jones Indices have no obligation to take
our needs or the needs of holders of the notes into consideration in determining, composing or calculating INDU. S&P Dow Jones Indices are not responsible for and have not participated in the determination of
the prices, and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow Jones
Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance that investment products based on INDU will accurately track index performance
or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to
buy, sell, or hold such security or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial
products unrelated to the notes currently being issued by us, but which may be similar to and competitive with the notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked
to the performance of INDU. It is possible that this trading activity will affect the value of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF INDU OR ANY DATA RELATED THERETO OR ANY COMMUNICATION,
INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE
SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE
Leveraged Index Return Notes®
TS-9
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF INDU OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER
THAN THE LICENSORS OF S&P DOW JONES INDICES.
Leveraged Index Return Notes®
TS-10
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Supplement to the Plan of Distribution (Conflicts of Interest)
Under our distribution agreement, we have appointed TDS, an affiliate of TD, and BofAS as agents for the sale of the notes. TDS will purchase the notes from us, and BofAS will purchase the notes from TDS,
each at the public offering price less the indicated underwriting discount indicated on the cover hereof
MLPF&S will purchase the notes from BofAS for resale, and will receive a selling concession in connection with the sale of the notes in an amount up to the full amount of the underwriting discount indicated on
the cover of this term sheet. Except as described below, BofAS and MLPF&S will offer the notes at the public offering price set forth on the cover page hereof. 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.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes
more than two business days prior to the settlement date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes, you are
consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S, BofAS or our or their affiliates may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices
will include MLPF&S' and BofAS' (or such other entity's) trading commissions and mark-ups or mark-downs. MLPF&S and BofAS (or such other entity) may act as principal or agent in these market-making
transactions, but is not obligated to engage in any such transactions. At MLPF&S' and BofAS' discretion, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed TD's
initial estimated value of the notes for a short, undetermined initial period after the issuance of the notes. Notwithstanding the foregoing, any price offered by us, MLPF&S, BofAS or our or their affiliates for the
notes will be based on then-prevailing market conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, none of us, MLPF&S, BofAS or any of our
or their respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, BofAS or any of our or their respective affiliates will purchase your notes at
a price that equals or exceeds the initial estimated value of the notes.
BofAS has informed us that, as of the date hereof, it expects that if you hold your notes in a BofAS account, the value of the notes shown on your account statement will be based on BofAS' estimate of the value
of the notes if BofAS or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-
prevailing market conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than our initial estimated value of the notes.
TDS is an affiliate of TD and, as such, has a "conflict of interest" in this offering within the meaning of Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121. Additionally, TD will receive the net proceeds
from the initial public offering of the notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, this offering of the notes will be conducted in compliance with the
provisions of FINRA Rule 5121 and TDS is not permitted to sell the notes to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available to
investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding TD or for any purpose other than that
described in the immediately preceding sentence.
Leveraged Index Return Notes®
TS-11
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Structuring the Notes
The notes are our senior unsecured debt securities, Series E, the return on which is linked to the performance of the Index. As is the case for all of our debt securities, including our market-linked notes, the
economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. Our internal funding rate 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. 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. Therefore, due to these factors, the public offering
price you pay to purchase the notes is greater than the initial estimated value of the notes.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Index and the $10 per unit principal amount. In order to meet these
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payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with BofAS, MLPF&S or one of
their affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, which may include MLPF&S, BofAS and one or more of our or their affiliates, and take into
account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Index, the tenor of the notes and the tenor of the hedging arrangements. The economic terms and initial
estimated value of the notes depend, in part, on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to BofAS from these transactions. Since
hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by BofAS or any third party hedge providers.
For further information, see "Risk Factors--General Risks Relating to the LIRNs" beginning on page PS-6 and "Use of Proceeds and Hedging" on page PS-17 of product supplement EQUITY INDICES LIRN-1.
Leveraged Index Return Notes®
TS-12
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Summary of Canadian Federal Income Tax Consequences
For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion in product supplement EQUITY INDICES LIRN-1 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.
Supplemental Discussion of U.S. Federal Income Tax Consequences
T he U .S. fe de ra l inc om e t a x c onse que nc e s of your inve st m e nt in t he not e s a re unc e rt a in. N o st a t ut ory, re gula t ory, judic ia l or a dm inist ra t ive a ut horit y dire c t ly disc usse s
how t he not e s should be t re a t e d for U .S. fe de ra l inc om e t a x purpose s. Som e of t he se t a x c onse que nc e s a re sum m a rize d be low , but w e urge you t o re a d t he m ore de t a ile d
disc ussion unde r "M a t e ria l U .S. Fe de ra l I nc om e T a x Conse que nc e s" be ginning on pa ge PS -2 9 of produc t supple m e nt EQU I T Y I N DI CES LI RN -1 a nd t o disc uss t he t a x
c onse que nc e s of your pa rt ic ula r sit ua t ion w it h your t a x a dvisor. T his disc ussion is ba se d upon t he U .S. I nt e rna l Re ve nue Code of 1 9 8 6 , a s a m e nde d (t he "Code "), fina l,
t e m pora ry a nd propose d U .S. De pa rt m e nt of t he T re a sury (t he "T re a sury") re gula t ions, rulings a nd de c isions, in e a c h c a se , a s a va ila ble a nd in e ffe c t a s of t he da t e he re of,
a ll of w hic h a re subje c t t o c ha nge , possibly w it h re t roa c t ive e ffe c t . T a x c onse que nc e s unde r st a t e , loc a l a nd non -U .S. la w s a re not a ddre sse d he re in. N o ruling from t he
U .S. I nt e rna l Re ve nue Se rvic e (t he "I RS") ha s be e n sought a s t o t he U .S. fe de ra l inc om e t a x c onse que nc e s of your inve st m e nt in t he not e s, a nd t he follow ing disc ussion is
not binding on t he I RS. Ex c e pt a s disc usse d unde r t he he a ding "N on -U .S. H olde rs", t his disc ussion is a pplic a ble only t o a U .S. holde r t ha t a c quire s not e s upon init ia l
issua nc e a nd holds it s not e s a s a c a pit a l a sse t for U .S. fe de ra l inc om e t a x purpose s.
U.S. Tax Treatment. Pursuant to the terms of the notes, TD and you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize
your notes as prepaid derivative contracts with respect to the Market Measure. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above characterization. If
your notes are so treated, upon the taxable disposition of a note, you generally should recognize gain or loss in an amount equal to the difference between the amount realized on such taxable disposition and your
tax basis in the note. Your tax basis in a note generally should equal your cost for the note. Such gain or loss should generally be long-term capital gain or loss if you have held your notes for more than one year
(otherwise such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations.
Ba se d on c e rt a in fa c t ua l re pre se nt a t ions re c e ive d from us, our spe c ia l U .S. t a x c ounse l, Ca dw a la de r, Wic k e rsha m & T a ft LLP, is of t he opinion t ha t it w ould be re a sona ble
t o t re a t your not e s in t he m a nne r de sc ribe d a bove . H ow e ve r, be c a use t he re is no a ut horit y t ha t spe c ific a lly a ddre sse s t he t a x t re a t m e nt of t he not e s, it is possible t ha t
your not e s c ould a lt e rna t ive ly be t re a t e d for t a x purpose s a s a single c ont inge nt pa ym e nt de bt inst rum e nt or pursua nt t o som e ot he r c ha ra c t e riza t ion, suc h t ha t t he
t im ing a nd c ha ra c t e r of your inc om e from t he not e s c ould diffe r m a t e ria lly a nd a dve rse ly from t he t re a t m e nt de sc ribe d a bove , a s de sc ribe d furt he r unde r "M a t e ria l U .S.
Fe de ra l I nc om e T a x Conse que nc e s -- Alt e rna t ive T re a t m e nt s" on pa ge PS -3 1 of produc t supple m e nt EQU I T Y I N DI CES LI RN -1 .
We will not attempt to ascertain whether the issuer of any stock included in the Market Measure would be treated as a "passive foreign investment company" (a "PFIC") within the meaning of Section 1297 of the
Code or as a "United States real property holding corporation" (a "USRPHC") within the meaning of Section 897 of the Code. If any such entity were so treated, certain adverse U.S. federal income tax
consequences might apply, to a U.S. holder in the case of a PFIC and to a non-U.S. holder in the case of a USRPHC, upon the taxable disposition of a note. Both U.S. and non-U.S. holders should consult
their tax advisors regarding the possible consequences to them in the event that any such entity is or becomes a PFIC or USRPHC.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the notes. According to Notice 2008-2, the IRS and the Treasury are actively considering whether a holder of an
instrument such as the notes should be required to accrue ordinary income on a current basis, and they are seeking taxpayer comments on the subject. It is not possible to determine what guidance they will
ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the
Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should
be subject to withholding tax on any deemed income accruals, and whether the special "constructive ownership rules" of Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S.
holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations on their investments in the notes.
Except to the extent otherwise required by law, TD intends to treat your notes for U.S. federal income tax purposes in accordance with the treatment described above and under "Material U.S. Federal Income Tax
Consequences" of the product supplement EQUITY INDICES LIRN-1, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.
Leveraged Index Return Notes®
TS-13
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their "net investment income," or "undistributed net
investment income" in the case of an estate or trust, which may include any income or gain with respect to the notes, to the extent of their net investment income or undistributed net investment income (as the
case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000
for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the regular income
tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. Certain U.S. holders that own "specified foreign financial assets" in excess of an applicable threshold may be subject to reporting obligations with respect to such assets with
their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. Significant penalties can apply if a U.S. holder is required to disclose its notes and fails to do so.
Non-U.S. Holders. If you are a non-U.S. holder, subject to Section 871(m) of the Code and FATCA, discussed below, you should generally not be subject to generally applicable information reporting and backup
withholding requirements with respect to payments on your notes if you comply with certain certification and identification requirements as to your non-U.S. status, including providing us (and/or the applicable
withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 897 of the Code, discussed above, and Section 871(m) of the Code, discussed below, gain from the
taxable disposition of a note generally will not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual
and are present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) you have certain other present or former connections with the
U.S.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain "dividend equivalents" paid or deemed paid to a non-
U.S. holder with respect to a "specified equity-linked instrument" that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even
if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked
instruments that have a delta of one ("delta-one specified equity-linked instruments") issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued
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after 2018. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid
or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2023.
Based on our determination that the notes are not "delta-one" with respect to the Market Measure or any stock included in the Market Measure, our special U.S. tax counsel is of the opinion that the notes should
not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations made upon issuance of the notes. If withholding is required, we will not make payments of any
additional amounts.
Nevertheless, after issuance, it is possible that your notes could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the Market Measure, any stock included in the Market
Measure or your notes, and following such occurrence your notes could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that
withholding tax or other tax under Section 871(m) of the Code could apply to the notes under these rules if a non-U.S. holder enters, or has entered, into certain other transactions in respect of the Market Measure
or any stock included in the Market Measure or the notes. A non-U.S. holder that enters, or has entered, into other transactions in respect of the Market Measure or any stock included in the Market Measure or the
notes should consult its tax advisor regarding the application of Section 871(m) of the Code to its notes in the context of its other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the notes, you are urged to consult your tax advisor regarding the potential application of
Section 871(m) of the Code and the 30% withholding tax to an investment in the notes.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A note may be subject to U.S. federal estate tax if an individual non-U.S. holder holds the note at the time of his or her death. The gross estate of a non-
U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S. holders should consult their tax advisors regarding the U.S. federal estate tax consequences of holding the
notes at death.
FATCA. The Foreign Account Tax Compliance Act ("FATCA") was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on "withholdable payments" (i.e., certain U.S.-source payments, including
interest (and original issue discount), dividends or other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce
U.S.-source interest or dividends) and "passthru payments" (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the
payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually report certain
information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any
substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such
taxes.
Leveraged Index Return Notes®
TS-14
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average® due December 27, 2024
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain "withholdable payments", will not apply to
gross proceeds on a sale or disposition and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term
"foreign passthru payment" are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial
institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Investors should consult their own advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their notes through a foreign entity) under the FATCA rules.
Bot h U .S. a nd non -U .S. holde rs should c onsult t he ir t a x a dvisors re ga rding t he U .S. fe de ra l inc om e t a x c onse que nc e s of a n inve st m e nt in t he not e s, a s w e ll a s a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion (inc luding t ha t of T D).
Validity of the Notes
In the opinion of Cadwalader, Wickersham & Taft LLP, as special products counsel to TD, when the notes offered by this term sheet have been executed and issued by TD and authenticated by the trustee
pursuant to the indenture and delivered, paid for and sold as contemplated herein, the notes will be valid and binding obligations of TD, enforceable against TD in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors' rights generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by
Canadian law, Cadwalader, Wickersham & Taft LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by McCarthy Tétrault LLP, Canadian legal counsel for TD, in its
opinion expressed below. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and, with respect to the notes, authentication of the
notes and the genuineness of signatures and certain factual matters, all as stated in the opinion of Cadwalader, Wickersham & Taft LLP dated May 24, 2019 which has been filed as Exhibit 5.3 to the registration
statement on Form F-3 filed by TD on May 24, 2019.
In the opinion of McCarthy Tétrault LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action on the part of TD, and when this term sheet has been attached to, and duly
notated on, the master note that represents the notes, the notes will have been validly executed and issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario, or the
laws of Canada applicable therein, will be valid obligations of TD, subject to the following limitations: (i) the enforceability of the indenture is subject to bankruptcy, insolvency, reorganization, arrangement, winding
up, moratorium and other similar laws of general application limiting the enforcement of creditors' rights generally; (ii) the enforceability of the indenture is subject to general equitable principles, including the fact
that the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court; (iii) courts in Canada are precluded from giving a judgment in any currency other than the
lawful money of Canada; and (iv) the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court
may find any provision of the indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces
of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to: (i) the assumption that the senior indenture has been duly authorized, executed and delivered by, and constitutes
a valid and legally binding obligation of, the trustee, enforceable against the trustee in accordance with its terms; and (ii) customary assumptions about the genuineness of signatures and certain factual matters all
as stated in the letter of such counsel dated May 24, 2019, which has been filed as Exhibit 5.2 to the registration statement on Form F-3 filed by TD on May 24, 2019.
Where You Can Find More Information
We have filed a registration statement (including a product supplement and a prospectus) with the SEC for the offering to which this term sheet relates. You should read the Note Prospectus, including this term
sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.
"Leveraged Index Return Notes®" and "LIRNs®" are registered service marks of Bank of America Corporation, the parent company of MLPF&S and BofAS.
Leveraged Index Return Notes®
TS-15
https://www.sec.gov/Archives/edgar/data/947263/000114036119023113/form424b2.htm[12/24/2019 9:24:02 AM]


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