Obligation TD Bank 10.02% ( US89114Q3N67 ) en USD

TD Bank

100 % ⇌

Canada

US89114Q3N67 ( en USD )

10.02% par an ( paiement semestriel )

29/07/2022 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114Q3N67 en USD 10.02%, échue

1 000 USD

1 935 000 USD

89114Q3N6

N/A

N/A

La Toronto-Dominion Bank (TD Bank) est une banque multinationale canadienne offrant une vaste gamme de services financiers, notamment des services bancaires de détail, des services bancaires aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux, au Canada et aux États-Unis.

L'analyse porte sur un titre obligataire spécifique émis par The Toronto-Dominion Bank, une institution financière canadienne majeure. The Toronto-Dominion Bank, communément appelée Groupe Banque TD, est l'une des plus grandes banques du Canada en termes d'actifs et de capitalisation boursière, offrant une gamme complète de services bancaires de détail, commerciaux et d'investissement. L'obligation en question, identifiée par le code ISIN US89114Q3N67 et le code CUSIP 89114Q3N6, était une émission libellée en dollars américains (USD), un choix fréquent pour les émetteurs cherchant à diversifier leur base d'investisseurs. Elle affichait un taux d'intérêt nominal de 10,02%, un rendement notable pour un instrument de dette d'une entité de cette stature. Le volume total de cette émission s'élevait à 1 935 000 unités, avec une taille minimale d'achat fixée à 1 000 unités, permettant l'accès à un éventail d'investisseurs. Initialement proposée à un prix correspondant à 100% de sa valeur nominale, cette obligation prévoyait des paiements de coupons avec une fréquence de deux fois par an (semestriels). Sa date de maturité était fixée au 29 juillet 2022, et il est important de souligner que cette obligation est arrivée à échéance à cette date et a été intégralement remboursée, attestant de l'exécution de ses engagements par l'émetteur.

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424B2 1 form424b2.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-231751

Pricing Supplement dated July 26, 2019 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$1,935,000
Autocal able Contingent Interest Barrier Notes with Memory Interest Linked to the Least Performing among the
Common Stock of Activision Blizzard, Inc., Electronic Arts Inc., Microsoft Corporation and Sony Corporation Due July
29, 2022
The Toronto-Dominion Bank ("TD" or "we") has offered the Autocallable Contingent Interest Barrier Notes with Memory Interest (the "Notes") linked to the least
performing among the common stock of Activision Blizzard, Inc., Electronic Arts Inc., Microsoft Corporation and Sony Corporation (each, a "Reference Asset" and
together, the "Reference Assets").
The Notes will pay a Contingent Interest Payment, plus any previously unpaid Contingent Interest Payments with respect to any previous Contingent Interest
Observation Date pursuant to the Memory Interest Feature, on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 10.02% (the
"Contingent Interest Rate") only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its
Contingent Interest Barrier Value, which is equal to 46.00% of its Initial Value. The Notes will be automatically called if, on any Call Observation Date, the Closing
Value of each Reference Asset is greater than or equal to its Call Threshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically
called, on the first following Contingent Interest Payment Date (the "Call Payment Date"), we will pay a cash payment per Note equal to the Principal Amount, plus
any Contingent Interest Payment otherwise due and any previously unpaid Contingent Interest Payments with respect to any previous Contingent Interest
Observation Date pursuant to the Memory Interest Feature. No further amounts will be owed under the Notes. If the Notes are not automatically called, the amount
we pay at maturity, in addition to any Contingent Interest Payment(s) 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 46.00% of its Initial Value, calculated as follows:

·
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
the Principal Amount of $1,000

·
If the Final Value of any Reference Asset is less than its Barrier Value:
the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Least Performing Percentage Change
In this scenario, investors will suffer a loss on their initial investment that is proportionate to the Reference Asset with the lowest percentage change
from its Initial Value to its Final Value (the "Least Performing Reference Asset") over the term of the Notes. Specifically, investors will lose 1% of the
Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose the
entire Principal Amount. Any payments on the Notes are subject to our credit risk.
The Notes do not guarantee the payment of any Contingent Interest Payments or the return of the Principal Amount. Investors are exposed to
the market risk of each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date) and any decline in
the value of one Reference Asset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference
Asset. If the Final Value of any Reference Asset is less than its Barrier Value, investors may lose up to their entire investment in the Notes.
Any payments on the Notes are subject to our credit 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.
The Notes have complex features and investing in the Notes involves a number of risks. See "Additional Risk Factors" beginning on page P-8 of this
pricing supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-6 of the product prospectus supplement MLN-ES-ETF-1
dated June 19, 2019 (the "product prospectus supplement") and "Risk Factors" on page 1 of the prospectus dated June 18, 2019 (the "prospectus").
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these Notes or
determined that this pricing supplement, the product prospectus supplement or the prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on July 31, 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 $936.90 per Note, as discussed further under "Additional
Risk Factors -- Estimated Value" beginning on page P-10 and "Additional Information Regarding the Estimated Value of the Notes" on page P-27 of this pricing
supplement. The estimated value is less than the public offering price of the Notes.

Public Offering Price(1)
Underwriting Discount(2)
Proceeds to TD(2)
Per Note
$1,000.00
$32.01
$967.99
Total
$1,935,000.00
$61,939.35
$1,873,060.65
(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 $965.00 (96.50%) per $1,000.00 Principal
Amount of the Notes.
(2) TD Securities (USA) LLC ("TDS") will receive a commission of $32.01 (3.201%) 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 $32.01 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)" 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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Autocallable Contingent Interest Barrier Notes with Memory Interest

Linked to the Least Performing among the Common Stock of
Activision Blizzard, Inc., Electronic Arts Inc., Microsoft Corporation and
Sony Corporation Due July 29, 2022

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.
Issuer:
TD
Issue:
Senior Debt Securities, Series E
Type of Note:
Autocallable Contingent Interest Barrier Notes with Memory Interest
Term:
Approximately 36 months, subject to an automatic call
Reference Assets:
The common stock of Activision Blizzard, Inc. (Bloomberg ticker: ATVI, "ATVI"), the common stock of
Electronic Arts Inc. (Bloomberg ticker: EA, "EA"), the common stock of Microsoft Corporation
(Bloomberg ticker: MSFT, "MSFT") and the common stock of Sony Corporation (Bloomberg ticker:
SNE, "SNE")
CUSIP / ISIN:
89114Q3N6 / US89114Q3N67
Agent:
TDS
Currency:
U.S. Dollars
Minimum Investment:
$1,000 and minimum denominations of $1,000 in excess thereof
Principal Amount:
$1,000 per Note
Pricing Date:
July 26, 2019
Issue Date:
July 31, 2019, which is three Business Days following the Pricing Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market
generally are required to settle in two Business Days ("T+2"), unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes in the secondary market on any
date prior to two Business Days before delivery of the Notes will be required, by virtue of the fact that
each Note initially will settle in three Business Days ("T+3"), to specify alternative settlement
arrangements to prevent a failed settlement of the secondary market trade.
Final Valuation Date:
The final Contingent Interest Observation Date, as described below under "Contingent Interest
Observation Dates" and as described herein.
Maturity Date:
July 29, 2022, subject to postponement as described below under "Contingent Interest Observation
Dates" or, if such day is not a Business Day, the next following Business Day.
Call Feature:
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(s)
otherwise due. No further amounts will be owed to you under the Notes.

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Call Threshold Value:
With respect to ATVI, $47.99 (100.00% of its Initial Value).
With respect to EA, $89.51 (100.00% of its Initial Value).
With respect to MSFT, $141.34 (100.00% of its Initial Value).
With respect to SNE, $54.80 (100.00% of its Initial Value).
Each Call Threshold Value was determined by the Calculation Agent and will be subject to adjustment
as described herein.
Call Observation Dates:
Monthly, on the 26th calendar day of each month or, if such day is not a Trading Day, the next following
Trading Day, commencing on January 26, 2020 and ending on June 26, 2022. 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 is postponed, the corresponding Call Payment
Date will be postponed to maintain the same number of Business Days between such dates as existed
prior to the postponement(s).
Call Payment Date:
If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest
Payment Date immediately following the relevant Call Observation Date, subject to postponement as
described above under "Call Observation Dates" if the related Call Observation Date is postponed or, if
such day is not a Business Day, the next following Business Day.
Contingent
Interest If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier
Payment:
Value on a Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on
the corresponding Contingent Interest Payment Date, in an amount equal to:
Principal Amount x Contingent Interest Rate x 1/12
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on a
Contingent Interest Observation Date, no Contingent Interest Payment will be paid to you on the
corresponding Contingent Interest Payment Date, but may be paid on a future Contingent Interest
Payment Date pursuant to the Memory Interest Feature, discussed below.
All amounts used in or resulting from any calculation relating to a Contingent Interest Payment will be
rounded upward or downward as appropriate, to the nearest tenth of a cent.
Contingent Interest Payments on the Notes are not guaranteed. If the Closing Value of a
Reference Asset is less than its Barrier Value on each of the Contingent Interest Payment Dates,
you will not receive any Contingent Interest Payments during the term of, and will not receive a
positive return on, the Notes.
Memory Interest Feature:
If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the
Maturity Date) because the Closing Value of a Reference Asset is less than its Barrier Value on the
related Contingent Interest Payment Date, that Contingent Interest Payment will be made on a later
Contingent Interest Payment Date if the Closing Value of all Reference Assets is greater than or equal
to its Barrier Value on the related Contingent Interest Payment Date. For the avoidance of doubt, once
a previously unpaid Contingent Interest Payment has been made on a later Contingent Interest
Payment Date, it will not be made again on any subsequent Contingent Interest Payment Date. If the
Closing Value of a Reference Asset is less than its Barrier Value on each of the Contingent Interest
Payment Dates, you will not receive any Contingent Interest Payments during the term of, and will not
receive a positive return on, the Notes.
Contingent Interest Rate:
10.02% per annum

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Contingent Interest Barrier
With respect to ATVI, $22.0754 (46.00% of its Initial Value).
Value:
With respect to EA, $41.1746 (46.00% of its Initial Value).
With respect to MSFT, $65.0164 (46.00% of its Initial Value).
With respect to SNE, $25.2080 (46.00% of its Initial Value).
Each Contingent Interest Barrier Value was determined by the Calculation Agent and will be subject to
adjustment as described herein.
Contingent Interest
Monthly, on the 26th calendar day of each month, commencing on August 26, 2019 and ending on July
Observation Dates:
26, 2022 (the "Final Valuation Date") or, if such day is not a Trading Day, the next following Trading
Day. If a Market Disruption Event occurs or is continuing with respect to a Reference Asset on any
Contingent Interest Observation Date for any Reference Asset, the Contingent Interest Observation
Date for the affected Reference Asset will be postponed 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
Contingent Interest 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 Contingent
Interest 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 Contingent Interest Observation Date, no Market Disruption Event is occurring with
respect to a particular Reference Asset, the Contingent Interest 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 Contingent Interest Observation
Date (or the Final Valuation Date) is postponed, the corresponding Contingent Interest Payment Date
(or Maturity Date) will be postponed to maintain the same number of Business Days between such
dates as existed prior to the postponement(s).
Contingent Interest
With respect to each Contingent Interest Observation Date, the second Business Day following the
Payment
relevant Contingent Interest Observation Date, with the exception of the final Contingent Interest
Dates:
Payment Date, which will be the Maturity Date, subject to postponement as described above under "--
Contingent Interest Observation Dates" or, if such day is not a Business Day, the next following
Business Day.
Payment at Maturity:
If the Notes are not automatically called, on the Maturity Date, in addition to any Contingent Interest
Payment(s) 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:
Principal Amount of $1,000.
If the Final Value of any Reference Asset is less than its Barrier Value:
$1,000 + $1,000 x Least Performing Percentage Change.
In this scenario, investors will lose 1% of the Principal Amount of the Notes for each 1% that the
Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose
the entire Principal Amount.
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.
Percentage Change:
For each Reference Asset, the Percentage Change is the quotient, expressed as a percentage, of the
following formula:
Final Value Initial Value
Initial Value

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Initial Value:
With respect to ATVI, $47.99.
With respect to EA, $89.51.
With respect to MSFT, $141.34.
With respect to SNE, $54.80.
The Initial Value of each Reference Asset equals its Closing Value on the Pricing Date, as determined
by the Calculation Agent and subject to adjustment as described herein.
Closing Value:
For each Reference Asset, the Closing Value will be 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.
Final Value:
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
Barrier Value:
With respect to ATVI, $22.0754 (46.00% of its Initial Value).
With respect to EA, $41.1746 (46.00% of its Initial Value).
With respect to MSFT, $65.0164 (46.00% of its Initial Value).
With respect to SNE, $25.2080 (46.00% of its Initial Value).
Each Barrier Value will be determined by the Calculation Agent and subject to adjustment as described
herein.
Least Performing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of
Reference
any other Reference Asset.
Asset:
Least Performing
The Percentage Change of the Least Performing Reference Asset.
Percentage
Change:
Monitoring Period:
Final Valuation Date Monitoring
Trading Day:
A day on which the principal trading market(s) for each Reference Asset is open for trading, as
determined by the Calculation Agent.
Business Day:
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. Tax Treatment:
By purchasing the Notes, you agree, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to treat the Notes, for U.S. federal income
tax purposes, as prepaid derivative contracts with respect to the Reference Assets. Pursuant to this
approach, it is likely that any Contingent Interest Payment that you receive should be included in
ordinary income at the time you receive the payment or when it accrues, depending on your regular
method of accounting for U.S. federal income tax purposes. Based on certain factual representations
received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion
that it would be reasonable to treat the Notes in the manner described above. However, because there
is no authority that specifically addresses the tax treatment of the Notes, it is possible that your Notes
could alternatively be treated for tax purposes as a single contingent payment debt instrument, or
pursuant to some other characterization, such that the timing and character of your income from the
Notes could differ materially and adversely from the treatment described above, as described further
under "Material U.S. Federal Income Tax Consequences" herein and in the product prospectus
supplement under "Material U.S. Federal Income Tax Consequences". An investment in the Notes is
not appropriate for non-U.S. holders and we will not attempt to ascertain the tax consequences
to non-U.S. holders of the purchase, ownership or disposition of the Notes.

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Canadian Tax Treatment:
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
Record Date:
The Business Day preceding the relevant Contingent Interest Payment Date, provided that if you sell
the Notes in the secondary market on a Contingent Interest Observation Date, assuming the standard
T+2 settlement, the purchaser of the Notes shall be deemed to be the record holder as of the
applicable record date and, therefore, you will not be entitled to any payment attributable to that date.
Calculation Agent:
TD
Listing:
The Notes will not be listed or displayed on any securities exchange or electronic communications
network.
Clearance and Settlement:
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as
described under "Description of the Debt Securities--Forms of the Debt Securities" and "Ownership,
Book-Entry Procedures and Settlement" in the prospectus.
Canadian Bail-in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit
Insurance Corporation Act.

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Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-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 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 before you invest in the
Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing
our filings for the relevant date on the SEC website):
Prospectus dated June 18, 2019:

http://www.sec.gov/Archives/edgar/data/947263/000119312519175701/d741334d424b3.htm
Product Prospectus Supplement MLN-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.

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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 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.
Your Investment in the Notes May Result in a Loss.
The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes.
Specifically, if the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors
will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than
its Initial Value, and may lose the entire Principal Amount.
You Will Not Receive the Contingent Interest Payment With Respect to a Contingent Interest Observation Date on the
corresponding Contingent Interest Payment Date If the Closing Value of Any Reference Asset on the Corresponding
Contingent Interest Observation Date Is Less Than its Contingent Interest Barrier Value and May Not Receive Any Contingent
Interest Payments.
You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset
on the related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value. If the Closing Value of a Reference
Asset is less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date over the term of the Notes, you will
not receive any Contingent Interest Payments and, therefore, you will not receive a positive return on your Notes. Generally, this non-
payment of any Contingent Interest Payment will coincide with a greater risk of principal loss on your Notes and, here, because each
Contingent Interest Barrier Value is equal to the corresponding Barrier Value, you will incur a loss of principal if we do not pay a
Contingent Interest Payment on the Maturity Date and could lose your entire Principal Amount.
The Potential Positive Return on the Notes Is Limited to the Contingent Interest Payments Paid on the Notes, If Any,
Regardless of Any Appreciation in the Price of Any Reference Asset.
The potential positive return on the Notes is limited to any Contingent Interest Payments paid, meaning any positive return on the Notes
will be composed solely by the sum of any Contingent Interest Payments paid over the term of the Notes. Therefore, if the appreciation
of any Reference Asset exceeds the sum of any Contingent Interest Payments actually paid on the Notes, the return on the Notes will be
less than the return on a direct investment in such Reference Asset or in a security directly linked to the positive performance of such
Reference Asset.
Your Return May Be Less than the Return on a Conventional Debt Security of Comparable Maturity.
The return that you will receive on your Notes, which could be negative, may be less than the return you could earn on other
investments. The Notes do not provide for fixed interest payments and you may not receive any Contingent Interest Payments over the
term of the Notes. Even if you do receive one or more Contingent Interest Payments and your return on the Notes is positive, your return
may be less than the return you would earn if you bought a conventional, interest-bearing senior debt security of TD of comparable
maturity or if you invested directly in any of the Reference Assets. Your investment may not reflect the full opportunity cost to you when
you take into account factors that affect the time value of money.
The Notes May Be Automatically Called Prior to the Maturity Date And Are Subject to Reinvestment Risk.
If your Notes are automatically called, no further payments will be owed to you under the Notes after the applicable Call Payment Date.
Therefore, because the Notes could be called as early as the first potential Call Payment Date, the holding period could be limited.
There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a
similar level of risk in the event the Notes are automatically called prior to the Maturity Date. Furthermore, to the extent you are able to
reinvest such proceeds in an investment with a comparable return for a similar level of risk, you may incur transaction costs such as
dealer discounts and hedging costs built into the price of the new notes.
Investors Are Exposed to the Market Risk of Each Reference Asset on Each Contingent Interest Observation Date (Including
the Final Valuation Date).
Your return on the Notes is not linked to a basket consisting of the Reference Assets. Rather, it will be contingent upon the performance
of each Reference Asset. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying securities,
in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to
each Reference Asset on each Contingent Interest Observation Date (including 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, you will receive a negative return equal to the Least Performing Percentage Change if the
Final Value of any Reference Asset is less than its Barrier Value on its Final Valuation Date, 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.

TD SECURITIES (USA) LLC
P-8
https://www.sec.gov/Archives/edgar/data/947263/000114036119013724/form424b2.htm
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https://www.sec.gov/Archives/edgar/data/947263/000114036119013724/form424b2.htm
Because the Notes are Linked to the Least Performing Reference Asset, You Are Exposed to a Greater Risk of no Contingent
Interest Payments and Losing a Significant Portion or All of Your Initial Investment at Maturity than if the Notes Were Linked to
a Single Reference Asset or Fewer Reference Assets.
The risk that you will not receive any Contingent Interest Payments and lose a significant portion or all of your initial investment in the
Notes is greater if you invest in the Notes than the risk of investing in substantially similar securities that are linked to the performance of
only one Reference Asset or fewer Reference Assets. With more Reference Assets, it is more likely that the Closing Value or Final Value
of any Reference Asset will be less than its Contingent Interest Barrier Value on any Contingent Interest Observation Date (including the
Final Valuation Date) than if the Notes were linked to a single Reference Asset or fewer Reference Assets.
In addition, the lower the correlation is between the performance of a pair of Reference Assets, the more likely it is that one of the
Reference Assets will decline in value to a Closing Value or Final Value, as applicable, that is less than its Contingent Interest Barrier
Value or Barrier Value on any Call Observation Date or Contingent Interest Observation 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 Contingent Interest Rate,
Contingent Interest Barrier Value and Barrier Value are determined, in part, based on the correlation of the Reference Assets'
performance calculated using our internal models at the time when the terms of the Notes are finalized. All things being equal, a higher
Contingent Interest Rate and lower Contingent Interest Barrier Values and Barrier Values are generally associated with lower correlation
of the Reference Assets. Therefore, if the performance of a pair of Reference Assets is not correlated to each other or is negatively
correlated, the risk that you will not receive any Contingent Interest Payments or that the Final Value of any Reference Asset is less than
its Barrier Value will occur is even greater despite a lower Barrier Value and Contingent Interest Barrier Value. Therefore, it is more likely
that you will not receive any Contingent Interest Payments and that you will lose a significant portion or all of your initial investment at
maturity.
Investors Are Subject to TD's Credit Risk, and TD's Credit Ratings and Credit Spreads May Adversely Affect the Market Value
of the Notes.
Although the return on the Notes will be based on the performance of the Least Performing Reference Asset, the payment of any
amount due on the Notes is subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent
on TD's ability to pay all amounts due on the Notes and, therefore, investors are subject to the credit risk of TD and to changes in the
market's view of TD's creditworthiness. Any decrease in TD's credit ratings or increase in the credit spreads charged by the market for
taking TD's credit risk is likely to adversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as
they become due, investors may not receive any amounts due under the terms of the Notes.
The Agent Discount, Offering Expenses and Certain Hedging Costs Are Likely to Adversely Affect Secondary Market Prices.
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.
There May Not Be an Active Trading Market for the Notes -- Sales in the Secondary Market May Result in Significant Losses.
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.

TD SECURITIES (USA) LLC
P-9
https://www.sec.gov/Archives/edgar/data/947263/000114036119013724/form424b2.htm
10/25