Obbligazione TD Bank 8% ( US891160SE44 ) in USD

Emittente TD Bank
Prezzo di mercato 100 USD  ▲ 
Paese  Canada
Codice isin  US891160SE44 ( in USD )
Tasso d'interesse 8% per anno ( pagato 2 volte l'anno)
Scadenza 08/02/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Toronto-Dominion Bank US891160SE44 in USD 8%, scaduta


Importo minimo 1 000 USD
Importo totale 2 950 000 USD
Cusip 891160SE4
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 US891160SE44, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 08/02/2022







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 3 1 7 5 1


Pricing Supplement dated February 4, 2020 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019

The Toronto-Dominion Bank

$2,950,000
Autocallable Fixed Interest Barrier Notes Linked to the Least Performing among the Common Stock of Mastercard
Incorporated, the Common Stock of PayPal Holdings, Inc. , the Common Stock of Square, Inc. and the Common Stock of
Visa Inc. Due February 8, 2022



The Toronto-Dominion Bank ("TD" or "we") has offered the Autocallable Fixed Interest Barrier Notes (the "Notes") linked to the least performing among the common stock
of Mastercard Incorporated, the common stock of PayPal Holdings, Inc., the common stock of Square, Inc. and the common stock of Visa Inc. (each, a "Reference Asset"
and together, the "Reference Assets").
The Notes will pay you an Interest Payment on each Interest Payment Date at a per annum rate of 8.00%, regardless of the performance of the Reference Assets, unless
the Notes are subject to an automatic call. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater
than or equal to its Call Threshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically called, on the first following Interest Payment Date
(the "Call Payment Date"), we will pay a cash payment per Note equal to the Principal Amount, plus the Interest Payment otherwise due. No further amounts will be owed
under the Notes. If the Notes are not automatically called, the payment or delivery you receive at maturity, in addition to the Interest Payment otherwise due, if anything,
will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its "Final Value") relative to its Barrier Value, which is equal to 60.00% of its
Initial Value, calculated as follows:
·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an amount in cash per Note equal to:
the Principal Amount of $1,000
·
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of shares of the Least Performing Reference Asset per Note
equal to:
the Physical Delivery Amount
In this scenario, investors will suffer a loss on their initial investment that is expected to be proportionate to the percentage decline in the Reference Asset
with the lowest percentage change from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes. Specifically, if
the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will receive a number of shares of
the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is expected to be worth significantly less than the Principal
Amount and may even be worthless. Any payments on or deliveries in respect of the Notes are subject to our credit risk.
T he N ot e s do not gua ra nt e e t he re t urn of t he Princ ipa l Am ount . I nve st ors a re e x pose d t o t he m a rk e t risk of e a c h Re fe re nc e Asse t a nd a ny
de c line in t he va lue of one Re fe re nc e Asse t w ill not be offse t or m it iga t e d by a le sse r de c line or pot e nt ia l inc re a se in t he va lue of a ny ot he r
Re fe re nc e Asse t . Any pa ym e nt s on or de live rie s in re spe c t of t he N ot e s a re subje c t t o our c re dit risk .
The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be
listed or displayed on any securities exchange or electronic communications network.
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors" be ginning on pa ge P -
7 of t his pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS -6 of t he produc t prospe c t us supple m e nt
M LN -ES -ET F -1 da t e d J une 1 9 , 2 0 1 9 (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors" on pa ge 1 of t he prospe c t us da t e d J une 1 8 ,
2 0 1 9 (t he "prospe c t us").
N e it he r t he 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 the Issue Date 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 $942.70 per Note, as discussed further under "Additional Risk
Factors -- Estimated Value" beginning on page P-9 and "Additional Information Regarding the Estimated Value of the Notes" on page P-22 of this pricing supplement.
The estimated value is expected to be less than the public offering price of the Notes.

Public Offe ring Pric e (1)
U nde rw rit ing Disc ount (2)
Proc e e ds t o T D(2)
Per Note
$1,000.00
$27.50
$972.50
Total
$2,950,000.00
$81,125.00
$2,868,875.00
(1) Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, fees or
commissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $972.50 (97.25%) per $1,000.00 Principal
Amount of the Notes.
(2) TD Securities (USA) LLC ("TDS") will receive a commission of up to $27.50 (2.75%) per $1,000.00 principal amount of the Notes and will use all of that commission to
allow selling concessions to other dealers in connection with the distribution of the Notes. TDS may resell the Notes to other securities dealers at the Principal Amount
less a concession of $27.50 per Note. The other dealers may have agreed to forgo, in their sole discretion, some or all of their selling concessions. The total
"Underwriting Discount" and "Proceeds to TD" specified above reflect the aggregate of the underwriting discount at the time TD established its hedge positions on or
prior to the Pricing Date, which may have been variable and fluctuated depending on market conditions at such times. 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)" herein.
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes after the
date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return
(whether positive or negative) on your investment in the Notes will depend in part on the public offering price you pay for such Notes.
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TD SECURITIES (USA) LLC
P-1
Aut oc a lla ble Fix e d I nt e re st Ba rrie r 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 M a st e rc a rd I nc orpora t e d, t he

Com m on St oc k
of Pa yPa l H oldings, I nc . , t he Com m on St oc k of Squa re , I nc . a nd
t he
Com m on St oc k of V isa I nc . Due Fe brua ry 8 , 2 0 2 2


Summary
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement and the prospectus.
I ssue r:
TD
I ssue :
Senior Debt Securities, Series E
T ype of N ot e :
Autocallable Fixed Interest Barrier Notes
T e rm :
Approximately 24 months, subject to an automatic call
Re fe re nc e Asse t s:
The common stock of Mastercard Incorporated (Bloomberg ticker: MA, "MA"), the Common Stock of PayPal
Holdings, Inc. (Bloomberg ticker: PYPL, "PYPL"), the common stock of Square, Inc. (Bloomberg ticker: SQ,
"SQ") and the common stock of Visa Inc. (Bloomberg ticker: V, "V")
CU SI P / I SI N :
891160SE4 / US891160SE44
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 :
February 4, 2020
I ssue Da t e :
February 7, 2020, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required
to settle in two Business Days ("T+2"), unless the parties to a trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Notes in the secondary market on any date prior to two Business Days before
delivery of the Notes will be required, by virtue of the fact that each Note initially will settle in three Business
Days ("T+3"), to specify alternative settlement arrangements to prevent a failed settlement of the secondary
market trade.
Fina l V a lua t ion Da t e :
February 4, 2022, subject to postponement in the same manner as a Call Observation Date, as described below
under "Call Observation Dates" and as described under "General Terms of the Notes--Market Disruption
Events" in the product prospectus supplement. If such day is not a Trading Day, the Final Valuation Date shall
be the first following Trading Day.
M a t urit y Da t e :
February 8, 2022, subject to postponement as described below under "Call Observation Dates" or, if such day is
not a Business Day, the next following Business Day.
Ca ll Fe a t ure :
If the Closing Value of each Reference Asset on any Call Observation Date is greater than or equal to its Call
Threshold Value, we will automatically call the Notes and, on the related Call Payment Date, we will pay you a
cash payment equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. No further
amounts will be owed to you under the Notes.
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TD SECURITIES (USA) LLC
P-2
Ca ll T hre shold V a lue :
With respect to MA, $329.12 (100.00% of its Initial Value).
With respect to PYPL, $120.08 (100.00% of its Initial Value).
With respect to SQ, $80.90 (100.00% of its Initial Value).
With respect to V, $203.56 (100.00% of its Initial Value).
Each Call Threshold Value was determined by the Calculation Agent and is subject to adjustment as described
under "General Terms of the Notes--Anti-Dilution Adjustments" in the product prospectus supplement.
Ca ll Obse rva t ion Monthly, on the 4th calendar day of each month, commencing on August 4, 2020 and ending on January 4,
Da t e s:
2022, or, if such day is not a Trading Day, the next following Trading Day. If a Market Disruption Event occurs or
is continuing with respect to a Reference Asset on any Call Observation Date, the Call Observation Date for the
affected Reference Asset will be postponed until the next Trading Day on which no Market Disruption Event
occurs or is continuing for that Reference Asset. In no event, however, will any Call Observation Date for any
Reference Asset be postponed by more than eight Trading Days. If the determination of the Closing Value of a
Reference Asset for any Call Observation Date is postponed to the last possible day, but a Market Disruption
Event occurs or is continuing on that day, that day will nevertheless be the date on which the Closing Value of
such Reference Asset will be determined. In such an event, the Calculation Agent will estimate the Closing
Value that would have prevailed in the absence of the Market Disruption Event. For the avoidance of doubt, if on
any Call Observation Date, no Market Disruption Event occurs or is continuing with respect to a particular
Reference Asset, the Call Observation Date for such Reference Asset will be made on the originally scheduled
Observation Date irrespective of the occurrence of a Market Disruption event with respect to another Reference
Asset. If a Call Observation Date or the Final Valuation Date is postponed, the corresponding Call Payment
Date, Interest Payment Date and/or Maturity Date, as applicable, will be postponed to maintain the same
number of Business Days between such dates as existed prior to the postponement(s).
Ca ll Pa ym e nt Da t e :
If the Notes are subject to an automatic call, the Call Payment Date will be the Interest Payment Date
immediately following the relevant Call Observation Date, subject to postponement as described above under
"Call Observation Dates" if the related Call Observation Date is postponed or, if such day is not a Business Day,
the next following Business Day.
I nt e re st Pa ym e nt :
An Interest Payment will be paid to you on the corresponding Interest Payment Date regardless of the
performance of each Reference Asset (unless the Notes are subject to an automatic call), in an amount equal
to:
Principal Amount x Interest Rate x 1/12
All amounts used in or resulting from any calculation relating to an Interest Payment will be rounded upward or
downward, as appropriate, to the nearest tenth of a cent.
I nt e re st Ra t e :
8.00% per annum
I nt e re st Pa ym e nt Monthly, on March 6, 2020, April 6, 2020, May 6, 2020, June 8, 2020, July 6, 2020 and, thereafter, on the day
Da t e s:
that is two Business Days following each Call Observation Date (as any such date may be postponed), provided
that the last Interest Payment Date will be the Maturity Date (as such date may be postponed), in each case
subject to the Call Feature. If an Interest Payment Date falls on a day that is not a Business Day, that Interest
Payment Date will be the next following Business Day.
TD SECURITIES (USA) LLC
P-3
Pa ym e nt a t M a t urit y:
If the Notes are not automatically called, on the Maturity Date, in addition to the Interest Payment otherwise due,
we will pay a cash payment, if anything, per Note equal to:
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value, you will receive an
amount in cash per Note equal to:
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the Principal Amount of $1,000
If the Final Value of any Reference Asset is less than its Barrier Value, you will receive a number of shares of
the Least Performing Reference Asset per Note equal to:
the Physical Delivery Amount
I n t his sc e na rio, inve st ors w ill suffe r a pe rc e nt a ge loss on t he ir init ia l inve st m e nt t ha t is
e x pe c t e d t o be proport iona t e t o t he pe rc e nt a ge de c line in t he Le a st Pe rform ing Re fe re nc e
Asse t ove r t he t e rm of t he N ot e s. Spe c ific a lly, if t he N ot e s a re not a ut om a t ic a lly c a lle d
a nd t he Fina l V a lue of a ny Re fe re nc e Asse t is le ss t ha n it s Ba rrie r V a lue , inve st ors w ill
re c e ive a num be r of sha re s of t he Le a st Pe rform ing Re fe re nc e Asse t e qua l t o it s Physic a l
De live ry Am ount , t he va lue of w hic h is e x pe c t e d t o be w ort h signific a nt ly le ss t ha n t he
Princ ipa l Am ount a nd m a y e ve n be w ort hle ss. Any pa ym e nt s on or de live rie s in re spe c t of
t he N ot e s a re subje c t t o our c re dit risk .

All amounts used in or resulting from any calculation relating to the Payment at Maturity will be rounded upward
or downward, as appropriate, to the nearest cent.
Pe rc e nt a ge Cha nge :
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the following
formula:
Final Value ­ Initial Value
Initial Value
I nit ia l V a lue :
With respect to MA, $329.12
With respect to PYPL, $120.08
With respect to SQ, $80.90
With respect to V, $203.56
In each case equal to its Closing Value on the Pricing Date, as determined by the Calculation Agent and subject
to adjustment, as described under "General Terms of the Notes -- Anti-Dilution Adjustments" in the product
prospectus supplement.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Ba rrie r V a lue :
With respect to MA, $197.472 (60.00% of its Initial Value).
With respect to PYPL, $72.048 (60.00% of its Initial Value).
With respect to SQ, $48.54 (60.00% of its Initial Value).
With respect to V, $122.136 (60.00% of its Initial Value).
Each Barrier Value was determined by the Calculation Agent and is subject to adjustment as described under
"General Terms of the Notes -- Anti-Dilution Adjustments" in the product prospectus supplement.

Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any other
Re fe re nc e
Reference Asset.
Asse t :
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge
Cha nge :
TD SECURITIES (USA) LLC
P-4
Physic a l De live ry
With respect to MA, 3.0384 shares per Note,
Am ount :
with respect to PYPL, 8.3278 shares per Note,

with respect to SQ, 12.3609 shares per Note and
with respect to V, 4.9126 shares per Note.
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in each case, a number of shares per Note of such Reference Asset equal to the quotient of the Principal
Amount divided by its Initial Level (observed to four decimal places), as determined by the Calculation Agent
and as subject to adjustment as described herein. Any fractional share shall be paid in cash in an amount equal
to the product of such fraction and the Final Level of the Least Performing Reference Asset. For the avoidance
of doubt, if the Physical Delivery Amount of the Least Performing Reference Asset is less than 1.0000, on the
Maturity Date, you will receive an amount in cash per Note, if anything, based on the cash value of the fractional
share, as described in the preceding sentence.
I nve st ors should not e t ha t t he va lue of t he Physic a l De live ry Am ount inve st ors re c e ive on
t he M a t urit y Da t e m a y be le ss t ha n t he pa ym e nt t ha t inve st ors w ould ha ve re c e ive d ha d
t he I ssue r inst e a d pa id a n a m ount in c a sh, a s a re sult of a ny de c re a se in t he m a rk e t va lue
of t he Le a st Pe rform ing Re fe re nc e Asse t during t he pe riod be t w e e n t he Fina l V a lua t ion
Da t e a nd t he M a t urit y Da t e .
M onit oring Pe riod:
Final Valuation Date Monitoring
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.
U .S. T a x T re a t m e nt :
By purchasing the Notes, you agree, in the absence of a statutory or regulatory change or an administrative
determination or judicial ruling to the contrary, to treat each Note, for U.S. federal income tax purposes, as
consisting of two components for U.S. federal income tax purposes: (1) a non-contingent debt instrument (the
"Debt Component"); and (2) a put option contract in respect of the Reference Assets (the "Put Option
Component"), allocated as specified herein under "Material U.S. Federal Income Tax Consequences". Based on
certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft
LLP, is of the opinion that it would be reasonable to treat the Notes in the manner described above. However,
because there is no authority that specifically addresses the tax treatment of the Notes, it is possible that your
Notes could alternatively be treated for tax purposes as a single contingent payment debt instrument, or
pursuant to some other characterization, such that the timing and character of your income from the Notes could
differ materially and adversely from the treatment described above, as described further herein and in the
product prospectus supplement under "Material U.S. Federal Income Tax Consequences".
Ca na dia n T a x
Please see the discussion in the product prospectus supplement under "Tax Consequences -- Canadian
T re a t m e nt :
Taxation," which applies to the Notes.
Re c ord Da t e :
The Business Day preceding the relevant Interest Payment Date.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
Ca na dia n Ba il -in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit Insurance
Corporation Act.
TD SECURITIES (USA) LLC
P-5
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-ES-ETF-1
(the "product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used
but not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any
conflict the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus.
The Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this
pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
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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" herein, "Additional Risk Factors Specific to the Notes" in the product prospectus
supplement and "Risk Factors" in the prospectus, as the Notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors concerning an investment in the Notes. You may access these documents on
the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
?
Prospectus dated June 18, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
?
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011260/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
P-6
Additional Risk Factors
The Notes involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks
relating to the terms of the Notes. For additional information as to these and other risks, please see "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement and "Risk Factors" in the prospectus.
You should carefully consider whether the Notes are suited to your particular circumstances. Accordingly, investors should consult their
investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in
light of their particular circumstances.
Y our I nve st m e nt in t he N ot e s M a y Re sult in a Loss a nd Y ou M a y Re c e ive Sha re s of t he Le a st Pe rform ing Re fe re nc e
Asse t in Lie u of Any Ca sh Pa ym e nt on t he M a t urit y Da t e .
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if
the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will receive a number
of shares of the Least Performing Reference Asset equal to its Physical Delivery Amount, the value of which is expected to be less than the
Principal Amount and may even be worthless. The value of the Physical Delivery Amount received on the Maturity Date may be less than the
payment that investors would have received had the Issuer instead paid an amount in cash, as a result of any decrease in the market value of
the Least Performing Reference Asset during the period between the Final Valuation Date and the Maturity Date.
T he Pot e nt ia l Posit ive Re t urn on t he N ot e s I s Lim it e d t o t he I nt e re st Pa ym e nt s Pa id on t he N ot e s, Re ga rdle ss of
Any Appre c ia t ion in t he Pric e of Any Re fe re nc e Asse t .
The potential positive return on the Notes is limited to the Interest Payments paid, meaning any positive return on the Notes will be composed
solely by the sum of the Interest Payments paid over the term of the Notes. Therefore, if the appreciation of any Reference Asset exceeds the
sum of the Interest Payments actually paid on the Notes, the return on the Notes will be less than the return on a direct investment in such
Reference Asset or a security directly linked to the positive performance of such Reference Asset.
Y our Re t urn M a y Be Le ss t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of Com pa ra ble M a t urit y.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other investments. Even
if the Notes are not subject to an automatic call and your return on the Notes is positive, your return may be less than the return you would earn
if you bought a conventional, interest-bearing senior debt security of TD of comparable maturity. Your investment may not reflect the full
opportunity cost to you when you take into account factors that affect the time value of money.
T he N ot e s M a y Be Aut om a t ic a lly Ca lle d Prior t o t he M a t urit y Da t e And Are Subje c t t o Re inve st m e nt Risk .
If your Notes are automatically called, no further payments will be owed to you under the Notes after the applicable Call Payment Date.
Therefore, because the Notes could be called as early as the first potential Call Payment Date, the holding period could be limited. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in
the event the Notes are automatically called prior to the Maturity Date. Furthermore, to the extent you are able to reinvest such proceeds in an
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investment with a comparable return for a similar level of risk, you may incur transaction costs such as dealer discounts and hedging costs built
into the price of the new notes.
I nve st ors Are Ex pose d t o t he M a rk e t Risk of Ea c h Re fe re nc e Asse t .
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance of each
Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities, in which risk is
mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each Reference Asset on
the Final Valuation Date. Poor performance by any Reference Asset over the term of the Notes will negatively affect your return and will not be
offset or mitigated by a positive performance by any other Reference Asset. For instance, if the Final Value of any Reference Asset is less than
its Barrier Value on its Final Valuation Date, you will receive a number of shares of the Least Performing Reference Asset equal to its Physical
Delivery Amount, the decline in the value of which is expected to be proportionate to the Least Performing Percentage Change, even if the
Percentage Change of another Reference Asset is positive or has not declined as much. Accordingly, your investment is subject to the market
risk of each Reference Asset.
Be c a use t he N ot e s a re Link e d t o t he Le a st Pe rform ing Re fe re nc e Asse t , Y ou Are Ex pose d t o a Gre a t e r Risk of
Losing a Signific a nt Port ion or All of Y our I nit ia l I nve st m e nt a t M a t urit y t ha n if t he N ot e s We re Link e d t o a Single
Re fe re nc e Asse t .
The risk that (i) the Final Value of any Reference Asset is less than its Barrier Value and (ii) that you will lose a significant portion or all of your
initial investment in the Notes is greater if you invest in the Notes than the risk of investing in substantially similar securities that are linked to the
performance of only one Reference Asset. With more Reference Assets, it is more likely that the Final Value of any Reference Asset will be less
than its Barrier Value on the Final Valuation Date than if the Notes were linked to a single Reference Asset.
TD SECURITIES (USA) LLC
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In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the Reference
Assets will decline in value to a Final Value that is less than its Barrier Value on the Final Valuation Date. Although the correlation of the
Reference Assets' performance may change over the term of the Notes, the economic terms of the Notes, including the Barrier Value and
Interest Rate are determined, in part, based on the correlation of the Reference Assets' performance calculated using our internal models at the
time when the terms of the Notes were finalized. All things being equal, a higher Interest Rate and lower Barrier Values are generally associated
with lower correlation of the Reference Assets. Therefore, if the performance of a pair of Reference Assets is not correlated to each other or is
negatively correlated, the risk that the Final Value of any Reference Asset is less than its Barrier Value on the Final Valuation Date is even
greater despite a lower Barrier Value. Therefore, it is more likely that the Final Value of a Reference Asset will be less than its Barrier Value and
that you will lose a significant portion or all of your initial investment at maturity.
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, or deliveries in respect of, the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are
dependent on TD's ability to pay all amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in
the market's view of TD's creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for taking
TD's credit risk is likely to adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become
due, investors may not receive any amounts due under the terms of the Notes.
T he Age nt Disc ount , Offe ring Ex pe nse s a nd Ce rt a in H e dging Cost s Are Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t
Pric e s.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Notes will likely be
less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or electronic
communications network. The Agent may make a market for the Notes; however, it is not required to do so and may stop any market-making
activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous
to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial.
If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the public offering price irrespective of the
value of the then-current least performing Reference Asset, and as a result, you may suffer substantial losses.
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T he I nt e re st Ra t e Will Re fle c t , I n Pa rt , t he V ola t ilit y of e a c h Re fe re nc e Asse t a nd M a y N ot Be Suffic ie nt t o
Com pe nsa t e Y ou for t he Risk of Loss a t M a t urit y.
Generally, the higher the Reference Assets' volatility, the more likely it is that the Closing Value of each Reference Asset could be less than its
Barrier Value on the Final Valuation Date. Volatility means the magnitude and frequency of changes in the values of the Reference Assets. This
greater risk will generally be reflected in a higher Interest Rate for the Notes than the interest rate payable on our conventional debt securities
with a comparable term. However, while the Interest Rate was set on the Pricing Date, the Reference Assets' volatility can change significantly
over the term of the Notes, and may increase. The value of any Reference Asset could fall sharply during the term of the Notes, including on the
Final Valuation Date, resulting in an increased risk of being exposed to the Least Performing Reference Asset on the Final Valuation Date and
an increased risk of losing a significant portion or all of your Principal Amount.
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 value of each Reference Asset can rise or fall sharply due to factors specific to such Reference Asset and its issuer (the "Reference Asset
Issuer", and together, the "Reference Asset Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry and
regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock and
commodity market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your
own investigation into the Reference Assets and Reference Asset Issuers for your Notes. For additional information, see "Information Regarding
the Reference Assets" in this pricing supplement and each Reference Asset Issuer's SEC filings. We urge you 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.
TD SECURITIES (USA) LLC
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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 when the terms of the Notes are set, which take into account a
number of variables, such as our internal funding rate on the Pricing Date, and are based on a number of subjective assumptions, which are
not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other
financial institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those
of other financial institutions that may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of
your Notes may be materially less than the estimated value of the Notes determined by reference to our internal pricing models. In addition,
market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.
T he Est im a t e d V a lue of Y our N ot e s I s N ot a Pre dic t ion of t he Pric e s a t Whic h Y ou M a y Se ll Y our N ot e s in t he
Se c onda ry M a rk e t , I f Any, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Le ss T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a y Be Le ss T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time, if any, will be influenced by many factors that cannot be
predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Notes, as
well as hedging our obligations under the Notes, secondary market prices of your Notes will likely be less than the public offering price of
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your Notes. As a result, the price at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be less than the price you paid for your Notes, and any sale prior to the Maturity Date could
result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h t he Age nt M a y I nit ia lly Buy t he N ot e s in t he Se c onda ry M a rk e t M a y N ot Be
I ndic a t ive of Fut ure Pric e s of Y our N ot e s.
Assuming that all relevant factors remain constant after the Pricing Date, the price at which the Agent may initially buy or sell the Notes in
the secondary market (if the Agent makes a market in the Notes, which it is not obligated to do) may exceed the estimated value of the
Notes on the Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the Issue Date of the Notes, as
discussed further under "Additional Information Regarding the Estimated Value of the Notes." The price at which the Agent may initially buy
or sell the Notes in the secondary market may not be indicative of future prices of your Notes.
T he N ot e s a re subje c t t o I ndust ry Conc e nt ra t ion Risk
The Notes are subject to industry concentration risk because each Reference Asset Issuer operates in the same sector, as described below
under "Information Regarding the Reference Assets". The performance of these companies is subject to a number of complex and unpredictable
factors such as government regulation, supply and demand for the products and services produced or offered by such companies and industry
competition. Any negative developments may have a negative effect on the Reference Asset Issuers and, in turn, may have a material adverse
effect on the value of, and return on, the Notes. By investing in the Notes, you will not benefit from the diversification which could result from an
investment linked to the performance of companies that operate in multiple sectors.
TD SECURITIES (USA) LLC
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I f t he V a lue s of a ny Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e
M a nne r.
Your Notes may trade quite differently from the performance of any of the Reference Assets. Changes in the value of any Reference Asset may
not result in a comparable change in the market value of your Notes. Even if the Closing Value of each Reference Asset remains equal to or
greater than its Barrier Value or increases greater than its Initial Value during the life of the Notes, the market value of your Notes may not
increase by the same amount and could decline.
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 payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the
Calculation Agent may have to determine whether a Market Disruption Event affecting a Reference Asset has occurred, and make certain
adjustments to the Reference Asset if certain events occur. This determination may, in turn, depend on the Calculation Agent's judgment
whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this
determination by the Calculation Agent will affect the payment on the Notes, the Calculation Agent may have a conflict of interest if it needs to
make a determination of this kind. For additional information as to the Calculation Agent's role, see "General Terms of the Notes--Role of
Calculation Agent" in the product prospectus supplement.
Y ou Will N ot H old 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 Any 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. Unless and until you
receive the Physical Delivery Amount of the Least Performing Reference Asset, investing in the Notes will not make you a holder of shares of
any Reference Asset. You will not have any voting rights, any rights to receive dividends or other distributions, any rights against any Reference
Asset Issuer. As a result, the return on your Notes may not reflect the return you would realize if you actually owned shares of any Reference
Asset and received any dividends paid or other distributions made in connection with them.
We Do 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, and therefore the Physical Delivery Amount and Barrier Value for stock splits, reverse stock
splits, stock dividends, extraordinary dividends and other events that affect the Reference Assets, but only in the situations we describe in
"General Terms of the Notes--Anti-Dilution Adjustments" in the product prospectus supplement. The Calculation Agent will not be required to
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make an adjustment for every event that may affect the Reference Assets. Those events or other actions by any Reference Asset Issuer or a
third party may nevertheless adversely affect the price of a Reference Asset, and adversely affect the value of, and the return on, your Notes.
Ea c h Ca ll Obse rva t ion Da t e , t he Fina l V a lua t ion Da t e a nd t he I nt e re st Pa ym e nt Da t e s a re subje c t t o M a rk e t
Disrupt ion Eve nt s a nd Post pone m e nt s.
Each Call Observation Date, the Final Valuation Date and each Interest Payment Date (including the Maturity Date), is subject to postponement
as described in the product prospectus supplement due to the occurrence of one of more market disruption events. For a description of what
constitutes a market disruption event as well as the consequences of that market disruption event, see "General Terms of the Notes--Market
Disruption Events" in the product prospectus supplement. A market disruption event for a particular Reference Asset will not constitute a market
disruption event for any other Reference Asset.
T ra ding a nd Busine ss Ac t ivit ie s by T D or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of, a nd Any Pa ym e nt s
or De live rie s on, t he N ot e s.
We, the Agent and our other affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative
instruments with returns linked or related to changes in the price of a Reference Asset, and we may adjust these hedges by, among other
things, purchasing or selling securities, futures, options or other derivative instruments at any time. It is possible that we or one or more of our
affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines. We or one or more of our
affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in a
Reference Asset.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
TD SECURITIES (USA) LLC
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We, the Agent and our affiliates may, at present or in the future, engage in business with one or more Reference Asset Issuers, including
making loans to or providing advisory services to those companies. These services could include investment banking and merger and
acquisition advisory services. These business activities may present a conflict between our, the Agent's and our affiliates' obligations, and your
interests as a holder of the Notes. Moreover, we, the Agent or our affiliates may have published, and in the future expect to publish, research
reports with respect to a Reference Asset. This research is modified from time to time without notice and may express opinions or provide
recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates or the
Agents or their affiliates may affect the value of a Reference Asset and, therefore, the market value of the Notes and the amount payable, or
value of any deliveries on, the Notes.
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 "Material U.S. Federal Income Tax Consequences"
herein and in the product prospectus supplement. You should consult your tax advisor as to the tax consequences of your investment in the
Notes.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the product
prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences". If you are not a Non-resident Holder (as that term is
defined in the product prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences") 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.
TD SECURITIES (USA) LLC
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Hypothetical Returns
The examples 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 Closing Values and Percentage Changes of the Reference Assets used to illustrate the Payment at Maturity
(rounded to two decimal places) or upon an automatic call are not estimates or forecasts of the Final Value or the value of any Reference Asset
on any Trading Day prior to the Maturity Date. All examples assume, for hypothetical Reference Asset A, Reference Asset B, Reference Asset
C and Reference Asset D respectively, hypothetical Initial Values of $300.00, $100.00, $70.00 and $200.00, hypothetical Call Threshold Values
of $300.00, $100.00, $70.00 and $200.00 (each 100.00% of its hypothetical Initial Value), hypothetical Barrier Values of $180.00, $60.00,
$42.00 and $120.00 (each 60.00% of its hypothetical Initial Value), an Interest Payment of approximately $6.667 per Note (reflecting an Interest
Rate of 8.00% per annum), hypothetical Physical Delivery Amounts of 3.3333, 10.0000, 14.2857, and 5.0000, that a holder purchased Notes
with a Principal Amount of $1,000 and that no Market Disruption Event occurs on any Call Observation Date or on the Final Valuation Date. The
actual terms of the Notes are set forth on the cover hereof.
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