Obbligazione TD Bank 0% ( US89114QS332 ) in USD

Emittente TD Bank
Prezzo di mercato 100 USD  ⇌ 
Paese  Canada
Codice isin  US89114QS332 ( in USD )
Tasso d'interesse 0%
Scadenza 18/05/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US89114QS332 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 510 000 USD
Cusip 89114QS33
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata La Toronto-Dominion Bank (TD Bank) è una delle più grandi banche del Canada, con una significativa presenza internazionale, offrendo una vasta gamma di servizi finanziari al dettaglio e commerciali.

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QS332, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 18/05/2022







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 1 1 7 1 8


Pricing Supplement dated May 17, 2019 to the
Product Prospectus Supplement MLN-EI-1 dated July 8, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$510,000
Capped Notes Linked to the Least Performing among the Common Stock of ConocoPhillips, Chevron Corporation and Exxon
Mobil Corporation Due May 18, 2022


The Toronto-Dominion Bank ("TD" or "we") has offered the Capped Notes (the "Notes") linked to the least performing among the common stock of
ConocoPhillips, Chevron Corporation and Exxon Mobil Corporation (each, a "Reference Asset" and together, the "Reference Assets").
The Notes provide participation in the positive percentage change of the Least Performing Reference Asset if the Final Value of each Reference Asset is
greater than its Initial Value, subject to the Maximum Redemption Amount of $1,250.00. The "Percentage Change" for each Reference Asset is the quotient,
expressed as a percentage, of (i) its Final Value minus its Initial Value, divided by (ii) its Initial Value. The "Least Performing Reference Asset" is the
Reference Asset with the lowest percentage change from its Initial Value to its Final Value. Investors will receive their Principal Amount at maturity if the
Final Value of any Reference Asset is less than or equal to its Initial Value. Payment on the Notes is subject to our credit risk.
I nve st ors a re e x pose d t o t he m a rk e t risk of e a c h Re fe re nc e Asse t a nd a ny de c line in t he pric e of one Re fe re nc e Asse t w ill
not be offse t or m it iga t e d by a le sse r de c line or pot e nt ia l inc re a se in t he pric e of a ny ot he r Re fe re nc e Asse t . T he Pa ym e nt
a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Fina l V a lue of e a c h Re fe re nc e Asse t is gre a t e r t ha n it s
I nit ia l V a lue . Pa ym e nt on t he N ot e s is subje c t t o our c re dit risk .
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors"
be ginning on pa ge P-6 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-5 of
t he produc t prospe c t us supple m e nt M LN -ES-ET F da t e d J uly 8 , 2 0 1 6 (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 3 0 , 2 0 1 6 (t he "prospe c t us").
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se N ot e s or de t e rm ine d t ha t t his pric ing supple m e nt , t he produc t prospe c t us supple m e nt or t he prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on May 24, 2019 against payment in immediately
available funds.
The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $977.80 per Note, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P-7 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.

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
$26.90
$973.10
Total
$510,000.00
$13,719.00
$496,281.00
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes
after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth
above. Any return on your investment in the Notes will depend in part on the public offering price you pay for such Notes.
1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The
public offering price for investors purchasing the Notes in these accounts may have been as low as $973.10 (97.31%) per $1,000.00 Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $26.90 (2.69%) per $1,000.00 principal amount of the Notes and will use all of that commission to allow
selling concessions to other dealers in connection with the distribution of the Notes, or has offered the Notes directly to investors. TDS may resell the Notes to other
securities dealers at the Principal Amount less a concession of $26.90 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling
concessions. TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its
role in the offer and sale of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-19 of this pricing supplement.
TD SECURITIES (USA) LLC
P-1
Ca ppe d N ot e s Link e d t o t he Le a st Pe rform ing a m ong t he Com m on St oc k of
Conoc oPhillips, Che vron Corpora t ion a nd Ex x on M obil Corpora t ion
Due M a y 1 8 , 2 0 2 2
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Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Capped Notes
T e rm :
Approximately 3 years
Re fe re nc e Asse t s:
The common stock of ConocoPhillips (Bloomberg Ticker: COP, "COP"),
the common stock of Chevron Corporation (Bloomberg Ticker: CVX, "CVX") and
the common stock of Exxon Mobil Corporation (Bloomberg Ticker: XOM, "XOM")
CU SI P / I SI N :
89114QS33 / US89114QS332
Age nt :
TDS
Curre nc y:
U.S. Dollars
M inim um I nve st m e nt :
$1,000 and minimum denominations of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note
Pric ing Da t e :
May 17, 2019
I ssue Da t e :
May 24, 2019, which is four Business Days following the Pricing Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are
required to settle in two Business Days ("T+2"), unless the parties to a trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the Notes in the secondary market on any date prior to two
Business Days before delivery of the Notes will be required, by virtue of the fact that each Note initially will
settle in four Business Days ("T+4"), to specify alternative settlement arrangements to prevent a failed
settlement of the secondary market trade.
Fina l V a lua t ion Da t e :
May 16, 2022, subject to postponement for market disruption events and other disruptions, as described in
the product prospectus supplement or, if such day is not a Trading Day, the Final Valuation Date will be
the next succeeding Trading Day.
M a t urit y Da t e :
May 18, 2022 or, if such day is not a Business Day, the Maturity Date will be the next succeeding Business
Day. If the Final Valuation Date is postponed due to a Market Disruption Event or non-Trading Day for a
Reference Asset, the Maturity Date will be postponed to maintain the same number of Business Days
between such dates prior to the postponement(s).
TD SECURITIES (USA) LLC
P-2
Pa ym e nt a t M a t urit y (pe r
If the Final Value of e a c h Reference Asset is gre a t e r t ha n its Initial Value, then the investor will receive
N ot e ):
the lesser of:

(i) Principal Amount + (Principal Amount x Least Performing Percentage Change); and
(ii) The Maximum Redemption Amount.
If the Final Value of a ny Reference Asset is le ss t ha n or e qua l t o its Initial Value, then the investor
will receive:
$1,000 per $1,000 Principal Amount of the Note.
All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded
upward or downward, as appropriate, to the nearest cent.
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Pa ym e nt on t he N ot e s is subje c t t o our c re dit risk .
M a x im um Re de m pt ion
$1,250.00 per Principal Amount of the Notes. As a result of the Maximum Redemption Amount, the
Am ount :
maximum return at maturity of the Notes in excess of the Principal Amount will be 25.00% of the Principal
Amount of the Notes.
I nit ia l V a lue :
With respect to COP, $62.10.
With respect to CVX, $120.52.
With respect to XOM, $75.91.
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent and
subject to adjustment as described herein and under "General Terms of the Notes -- Anti-Dilution
Adjustments" in the product prospectus supplement.
Fina l V a lue :
For each Reference Asset, its Closing Value on the Final Valuation Date.
Closing V a lue :
For each Reference Asset, the closing sale price or last reported sale price (or, in the case of NASDAQ,
the official closing price) for that Reference Asset on a per-share or other unit basis, on any Trading Day
for that Reference Asset or, if such Reference Asset is not quoted on any national securities exchange on
that day, on any other market system or quotation system that is the primary market for the trading of such
Reference Asset.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value ­ Initial Value
Initial Value
Le a st Pe rform ing Re fe re nc e The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Asse t :
other Reference Asset.
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge
Cha nge :
M onit oring Pe riod:
Final Valuation Date Monitoring
Lim it e d Eve nt s of De fa ult :
Notwithstanding anything to the contrary set forth in the prospectus, the only events of default for the
Notes are expected to be (i) defaults in the payment of principal or any interest, as applicable, that
continue for 30 Business Days and (ii) certain bankruptcy, insolvency or reorganization events. No other
breach or default under our indenture or the Notes will result in an event of default for the Notes or permit
the trustee or holders to accelerate the maturity of any debt securities ­ that is, they will not be entitled to
declare the Principal Amount of any Notes to be immediately due and payable. See "Additional Risk
Factors -- Notwithstanding Anything to the Contrary Set Forth in the Prospectus, the Indenture Will
Provide Only Limited Acceleration and Enforcement Rights for the Notes".
TD SECURITIES (USA) LLC
P-3
T ra ding Da y:
A day on which the principal trading market(s) for each Reference Asset is open for trading, as determined
by the Calculation Agent.
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 or Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S. federal
income tax purposes, as contingent payment debt instruments ("CPDI") subject to taxation under the
"noncontingent bond method". Based on certain factual representations received from us, our special U.S.
tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that your Notes will be treated in the
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manner described above. However, because there is no authority that specifically addresses the tax
treatment of the Notes, it is possible that your Notes could alternatively be treated for tax purposes
pursuant to some other characterization, such that the timing and character of your income from the Notes
could differ materially and adversely from the treatment described above, as discussed further herein
under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and in the product
prospectus supplement under "Supplemental Discussion of U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the
prospectus).
Ca na dia n Ba il -in:
The Notes are not bail-inable notes under the Canada Deposit Insurance Corporation Act.
TD SECURITIES (USA) LLC
P-4
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement (MLN-ES-ETF
(the "product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used
but not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any
conflict the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus.
The Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this
pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Additional Risk Factors" beginning on page P-6 of this pricing supplement, "Additional Risk Factors
Specific to the Notes" beginning on page PS-5 in the product prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the
Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has
changed, by reviewing our filings for the relevant date on the SEC website):
?
Prospectus dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm
?
Product Prospectus Supplement MLN-ES-ETF dated July 8, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216016045/e70441_424b2.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. Alternatively, The Toronto-Dominion Bank, the Agent or any dealer participating in this offering
will arrange to send you the product prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
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-5
Additional Risk Factors
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The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other risks, please see "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement and the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
T he N ot e s Do N ot Pa y I nt e re st a nd Any Re t urn M a y Be Low e r 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 having a
comparable maturity. The return, if any, that you will receive on the Notes may be less than the return you could earn on other investments.
Even if your return is positive, your return may be less than the return you would earn if you bought a conventional senior interest bearing debt
security of TD.
Y our Pot e nt ia l Re t urn Will Be Lim it e d By T he M a x im um Re de m pt ion Am ount And M a y Be Low e r T ha n T he Re t urn On
A H ypot he t ic a l Dire c t I nve st m e nt I n T he Re fe re nc e Asse t s.
The opportunity to participate in the possible increases in the price of the Reference Assets through an investment in the Notes will be limited
because the Payment at Maturity will not exceed the Maximum Redemption Amount. Accordingly, your return on the Notes may be less than
your return would be if you made an investment in a note directly linked to the performance of the Reference Assets or made a hypothetical
investment in the Reference Assets.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any amount due on
the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay the
amount due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking TD's credit risk is likely to
adversely affect the market value of the Notes. I f T D be c om e s una ble t o m e e t it s fina nc ia l obliga t ions a s t he y be c om e due ,
inve st ors m a y not re c e ive a ny a m ount due unde r t he t e rm s of t he N ot e s a nd c ould lose t he ir e nt ire inve st m e nt .
N ot w it hst a nding Anyt hing t o t he Cont ra ry Se t Fort h in t he Prospe c t us, t he I nde nt ure Will Provide Only Lim it e d
Ac c e le ra t ion a nd Enforc e m e nt Right s for t he N ot e s.
In connection with the implementation of certain Canadian federal statutes, and notwithstanding anything to the contrary set forth in the
prospectus, the indenture under which the Notes are issued has been supplemented to provide that, for any Notes of a series issued on or after
September 23, 2018, including the Notes offered by this pricing supplement, acceleration will only be permitted if (i) we default in the payment of
the principal of, or interest on, any note of that series and, in each case, the default continues for a period of 30 Business Days, or (ii) certain
bankruptcy, insolvency or reorganization events occur. As a result, before you invest in the Notes, you should consider the risk that your
safeguards and your ability to effect remedies under the indenture will be limited. See "Events of Default" herein for additional information.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y our Re t urn M a y Be Low e r t ha n t he Re t urn
on t he N ot e s Link e d t o a Single Re fe re nc e Asse t .
Because the Notes are Linked to the Least Performing Reference Asset, the return, if any, that you will receive on the Notes may be less than
the return you could earn on investments in substantially similar securities that are linked to the performance of only one Reference Asset. With
more Reference Assets, it is more likely that the Final Value of any Reference Asset will be less than its Initial Value on the Final Valuation Date
than if the Notes were linked to a single Reference Asset.
In addition, the lower the correlation between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in price to a Final Value that is less than its Initial Value on the Final Valuation Date. Although the correlation of the
Reference Assets' performance may change over the term of the Notes, the economic terms of the Notes are determined, in part, based on the
correlation of the Reference Assets' performance calculated using our internal models at the time when the terms of the Notes are finalized. If
the performance of a pair of Reference Assets is not correlated to each other or is negatively correlated, the risk that the Final Value of any
Reference Asset is less than its Initial Value on the Final Valuation Date is greater.
TD SECURITIES (USA) LLC
P-6
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
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lower 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 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 Principal Amount irrespective of the
then-current price of the Least Performing Reference Asset and, as a result, you may suffer substantial losses.
I f t he Pric e of a ny Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of any of the Reference Assets. Payment on the Notes will be based solely on the
Final Value of the Least Performing Reference Asset on the Final Valuation Date. Changes in the price of any Reference Asset may not result in
a comparable change in the market value of your Notes. Even if the Closing Value of each Reference Asset increases from its Initial Value
during the term of the Notes, the market value of your Notes may not increase by the same amount and could decline.
T he re Are Single St oc k Risk s Assoc ia t e d w it h e a c h Re fe re nc e Asse t .
The price of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset and its issuer (the "Reference Asset
Issuer", and together, the "Reference Asset Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry and
regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock and
commodity market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your
own investigation into the Reference Assets and Reference Asset Issuers for your Notes. We urge you t o re vie w fina nc ia l a nd ot he r
inform a t ion file d pe riodic a lly by t he Re fe re nc e Asse t I ssue rs w it h t he SEC. For a ddit iona l inform a t ion, se e
"I nform a t ion Re ga rding t he Re fe re nc e Asse t s" in t his pric ing supple m e nt .
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. Our pricing models take into account a number of variables,
such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are not evaluated or
verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial
institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other
financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your
Notes may be materially lower than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
TD SECURITIES (USA) LLC
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T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Low e r 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 lower than the public offering price of
your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date
could result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as
discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
T he N ot e s a re subje c t t o risk s a ssoc ia t e d w it h t he ga s a nd oil se rvic e se c t or.
Each Reference Asset is engaged in business in the gas and oil service sector, and therefore the Notes are subject to risks associated with the
gas and oil service sector. The profitability of companies in the oil services sector is related to worldwide energy prices, including all sources of
energy, and exploration and production spending. The price of energy, the earnings of companies in the oil services sector, and the value of
such companies' securities can be extremely volatile. Recently, oil prices have declined significantly and experienced significant volatility. This
may adversely impact companies operating in the oil services sector. Such companies are also subject to risks of changes in exchange rates
and the price of oil and gas, government regulation, the imposition of import controls, world events, negative perception, depletion of resources
and general economic conditions, development of alternative energy sources, energy conservation efforts, technological developments and labor
relations, as well as market, economic, social and political risks of the countries where oil services companies are located or do business. Oil
services companies operate in a highly competitive and cyclical industry, with intense price competition. The oil services sector is exposed to
significant and numerous operating hazards. Oil and gas exploration and production can be significantly affected by natural disasters and
adverse weather conditions in the regions in which they operate. The revenues of oil services companies may be negatively affected by contract
termination and renegotiation. Oil services companies are subject to, and may be adversely affected by, extensive federal, state, local and
foreign laws, rules and regulations. Oil exploration and production companies may also be adversely affected by environmental damage claims.
The international operations of oil services companies expose them to risks associated with instability and changes in economic and political
conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business. Some of the
Reference Assets may be engaged in other lines of business unrelated to oil services, and they may experience problems with these lines of
business which could adversely affect their operating results. The operating results of these companies may fluctuate as a result of these
additional risks and events in the other lines of business. In addition, a company's ability to engage in new activities may expose it to business
risks with which it has less experience than it has with the business risks associated with its traditional businesses. Despite a company's possible
success in traditional oil services activities, there can be no assurance that the other lines of business in which these companies are engaged
will not have an adverse effect on a company's business or financial condition.
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 on the Notes. We will serve as the Calculation Agent but may
appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when performing
its functions and may take into consideration our ability to unwind any related hedges. Because this discretion by the Calculation Agent may
affect payment on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the
Calculation Agent may have to determine whether a Market Disruption Event affecting a Reference Asset has occurred, and may make certain
adjustments to a Reference Asset, its Initial Value or other terms of the Notes if such an event occurred. Any such determination may, in turn,
depend on the Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to
unwind our hedge positions. Because this determination by the Calculation Agent will affect the payment on the Notes, the Calculation Agent
may have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role, see
"General Terms of the Notes--Role of Calculation Agent" in the product prospectus supplement.
TD SECURITIES (USA) LLC
P-8
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Y ou Will H a ve N o Right s t o Re c e ive Any Sha re s of Any Re fe re nc e Asse t a nd Y ou Will N ot Be Ent it le d t o Divide nds or
Ot he r Dist ribut ions by Any Re fe re nc e Asse t .
The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer. Investing in the Notes will
not make you a holder of shares of any Reference Asset. You will not have any voting rights, any rights to receive dividends or other
distributions or any other rights with respect to any Reference Asset Issuer. As a result, the return on your Notes may not reflect the return you
would realize if you actually owned shares of any Reference Asset and received the dividends paid or other distributions made in connection
with them. Your Notes will be paid in cash and you have no right to receive delivery of shares of any Reference Asset.
I f t he Pric e of a ny Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of any of the Reference Assets. Changes in the price of any Reference Asset may
not result in a comparable change in the market value of your Notes. Even if the value of each Reference Asset increases above its Initial Value
during the life of the Notes, the market value of your Notes may not increase by the same amount and could decline.
We Do N ot Cont rol a ny Re fe re nc e Asse t I ssue r a nd Are N ot Re sponsible for Any of t he ir Disc losure s.
Neither we nor any of our affiliates have the ability to control the actions of any Reference Asset Issuer and have not conducted any
independent review or due diligence of any information related to any Reference Asset or Reference Asset Issuer. We are not responsible for
any Reference Asset Issuer's public disclosure of information on itself or the applicable Reference Asset, whether contained in Securities
Exchange Commission filings or otherwise. You should make your own investigation into each of the Reference Asset Issuers.
Y ou Will H a ve Lim it e d Ant i-Dilut ion Prot e c t ion.
The Calculation Agent will adjust the Initial Value of a Reference Asset for stock splits, reverse stock splits, stock dividends, extraordinary
dividends and other events that affect such Reference Asset, but only in the situations we describe in "General Terms of the Notes--Anti-
Dilution Adjustments" herein. The Calculation Agent will not be required to make an adjustment for every event that may affect a Reference
Asset. Those events or other actions by any Reference Asset Issuer or a third party may nevertheless adversely affect the price of a Reference
Asset, and adversely affect the value of your Notes.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of t he N ot e s.
We and our affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative instruments with
returns linked or related to changes in the price of a Reference Asset, and we or they may adjust these hedges by, among other things,
purchasing or selling securities, futures, options or other derivative instruments at any time. It is possible that we or one or more of our affiliates
could receive substantial returns from these hedging activities while the market value of the Notes declines. We or one or more of our affiliates
may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to the performance of a
Reference Asset.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent and our other affiliates may, at present or in the future, engage in business with one or more Reference Asset Issuers, including
making loans to or providing advisory services to those companies. These services could include investment banking and merger and
acquisition advisory services. These business activities may present a conflict between our, the Agent's and our affiliates' obligations, and your
interests as a holder of the Notes. Moreover, we, the Agent or our other affiliates may have published, and in the future expect to publish,
research reports with respect to a Reference Asset. This research is modified from time to time without notice and may express opinions or
provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us, the Agent or one or more of
our other affiliates or the Agents or their affiliates may affect the price of a Reference Asset and, therefore, the market value of, and the Payment
at Maturity on the Notes.
Y our N ot e s Will Be T re a t e d a s De bt I nst rum e nt s Subje c t t o Spe c ia l Rule s Gove rning CPDI for U .S. Fe de ra l I nc om e
T a x Purpose s.
The Notes will be treated as debt instruments subject to special rules governing CPDI for U.S. federal income tax purposes. If you are a U.S.
holder, you generally will be required to pay taxes on ordinary income from the Notes over their term based on the comparable yield for the
Notes, even though you will not receive payment on the Notes from us until the Maturity Date. This comparable yield is determined solely to
calculate the amount on which you will be taxed prior to the Maturity Date and is neither a prediction nor a guarantee of what the actual yield will
be. In addition, any gain you may recognize on the taxable disposition of the Notes will be taxed as ordinary interest income. If you purchased
the Notes in the secondary market, the tax consequences to you may be different.
Please see the section entitled "Supplemental Discussion of U.S. Federal Income Tax Consequences" herein for a more detailed discussion.
Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your
Notes in your particular circumstances.
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TD SECURITIES (USA) LLC
P-9
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.
The U.S. tax treatment of the Notes is uncertain. Please read carefully the section entitled "Supplemental Discussion of U.S. Federal Income
Tax Consequences" in the product prospectus supplement, and the section entitled "Supplemental Discussion of U.S. Federal Income Tax
Consequences" below. You should consult your tax advisor about your tax situation.
For a more complete 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 payment that might be due
under the Notes.
TD SECURITIES (USA) LLC
P-10
Anti-Dilution Adjustments
The section "General Terms of the Notes--Anti-Dilution Adjustments--Transferable Rights and Warrants" in the product prospectus supplement
is replaced in its entirety with the following:
T ra nsfe ra ble Right s a nd Wa rra nt s
If a Reference Asset Issuer issues transferable rights or warrants to all holders of such Reference Asset to subscribe for or purchase such
Reference Asset at an exercise price per share that is less than the Closing Value of such Reference Asset on the Trading Day before the ex-
dividend date for such issuance, then the Calculation Agent may adjust its Initial Value and/or Final Value, as applicable, of such Reference
Asset, or any other terms of the Notes as the Calculation Agent determines appropriate with reference to any adjustment(s) to options contracts
on such Reference Asset in respect of such issuance of transferable rights or warrants made by the Options Clearing Corporation, or any other
equity derivatives clearing organization or exchange to account for the economic effect of such issuance.
TD SECURITIES (USA) LLC
P-11
Hypothetical Returns
The examples and table set out below are included for illustration purposes only and are hypothetical examples only; amounts below may have
been rounded for ease of analysis. The hypot he t ic a l Percentage Changes of the Reference Asset used to illustrate the calculation of the
Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of the Initial Values, the Final Values or the prices of the
Reference Assets on any other Trading Day. All examples assume a Maximum Redemption Amount of $1,250.00, that a holder purchased
Notes with an aggregate Principal Amount of $1,000 and that no Market Disruption Event occurs on the Valuation Date. The actual terms of the
Notes are indicated on the cover hereof.
Ex a m ple 1 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Fina l V a lue of e a c h Re fe re nc e Asse t is gre a t e r
t ha n it s I nit ia l V a lue a nd t he Pa ym e nt a t M a t urit y is not subje c t t o t he M a x im um Re de m pt ion
Am ount .

Least Performing Percentage5.00%
Change:

Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x Percentage Change) and (ii) the Maximum
Redemption Amount
= the lesser of (i) $1,000.00 + ($1,000.00 x 5.00%) and (ii) $1,250.00
= the lesser of (i) $1,000.00 + $1,050.00 and (ii) $1,250.00
= $1,050.00.

On a $1,000.00 investment, a 5.00% Least Performing Percentage Change results in a Payment at Maturity of $1,050.00, a
5.00% return on the Notes.
Ex a m ple 2 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Fina l V a lue of e a c h Re fe re nc e Asse t is gre a t e r
t ha n it s I nit ia l V a lue a nd t he Pa ym e nt a t M a t urit y is subje c t t o t he M a x im um Re de m pt ion Am ount .

Percentage Change of each35.00%
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Reference Asset:

Payment at Maturity:
The lesser of (i) $1,000.00 + ($1,000.00 x Percentage Change) or (ii)
the
Maximum
Redemption Amount
= the lesser of (i) $1,000.00 + ($1,000.00 x 35.00%) and (ii) $1,250.00
= the lesser of (i) $1,000.00 + $350.00 and (ii) $1,250.00
= $1,250

On a $1,000.00 investment, a 35.00% Least Performing Percentage Change results in a Payment at Maturity equal to the
Maximum Redemption Amount of $1,250.00, a 25.00% return on the Notes.
Ex a m ple 3 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Fina l V a lue of Any Re fe re nc e Asse t is Le ss T ha n
or Equa l t o it s I nit ia l V a lue a nd t he Le a st Pe rform ing Pe rc e nt a ge Cha nge is 0 .0 0 % .

Least Performing Percentage0.00%
Change:

Payment at Maturity:
At maturity, if the Final Value of any Reference Asset is less than or equal to its Initial Value
and the Least Performing Percentage Change is 0.00%, then the Payment at Maturity will equal
the Principal Amount, regardless of any positive Percentage Change of any other Reference
Asset.

On a $1,000.00 investment, a 0.00% Least Performing Percentage Change results in a Payment at Maturity of $1,000.00, a
0.00% return on the Notes.
Ex a m ple 4 --
Ca lc ula t ion of t he Pa ym e nt a t M a t urit y w he re t he Fina l V a lue of Any Re fe re nc e Asse t is Le ss T ha n or
Equa l t o it s I nit ia l V a lue a nd t he Le a st Pe rform ing Pe rc e nt a ge Cha nge is ne ga t ive .

Least Performing Percentage-35.00%
Change:

Payment at Maturity:
At maturity, if the Final Value of any Reference Asset is less than or equal to its Initial Value
and the Least Performing Percentage Change is negative, then the Payment at Maturity will
equal the Principal Amount, regardless of any positive Percentage Change of any other
Reference Asset.

On a $1,000.00 investment, a -35.00% Least Performing Percentage Change results in a Payment at Maturity of $1,000.00, a
0.00% return on the Notes. Payment on the Notes is subject to our credit risk.
TD SECURITIES (USA) LLC
P-12
The following table shows the return profile for the Notes on the Maturity Date, assuming that the investor purchased the Notes with an
aggregate Principal Amount of $1,000 and held the Notes until the Maturity Date. The hypothetical return on the Notes illustrated in the following
table are not estimates or forecasts of the Percentage Change of the Least Performing Reference Asset or the return on the Notes. Neither TD
nor the Agent is predicting or guaranteeing any gain or particular return on the Notes. Amounts below may have been rounded for ease of
analysis.
H ypot he t ic a l Le a st
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l Re t urn
Pe rform ing
a t M a t urit y ($ )
on N ot e s (% )
Pe rc e nt a ge Cha nge
40.00%
$1,250.00
25.00%
30.00%
$1,250.00
25.00%
25.00%
$1,250.00
25.00%
20.00%
$1,200.00
20.00%
15.00%
$1,150.00
15.00%
10.00%
$1,100.00
10.00%
5.00%
$1,050.00
5.00%
3.00%
$1,030.00
3.00%
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