Obligation TD Bank 0% ( US89114R6J01 ) en USD

TD Bank

100 % ▼

Canada

US89114R6J01 ( en USD )

24/01/2024 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114R6J01 en USD 0%, échue

1 000 USD

9 968 000 USD

89114R6J0

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'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114R6J01, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/01/2024

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114R6J01, a été notée NR par l'agence de notation Moody's.

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 December 20, 2019 to the
Product Prospectus Supplement MLN-EI-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019

The Toronto-Dominion Bank

$9,968,000
S&P 500® Index-Linked Leveraged Buffered Notes With Downside Leverage
Due January 24, 2024

The Toronto-Dominion Bank ("TD" or "we") is offering the Leveraged Buffered Notes With Downside Leverage (the "Notes") linked to the performance of the
S&P 500® Index (the "Reference Asset") described below.
The Notes provide 117.13% leveraged participation in the positive return of the Reference Asset if the level of the Reference Asset increases from the Initial
Level to the Final Level. Investors will receive their Principal Amount at maturity if the Final Level is equal to the Initial Level or below the Initial Level by up
to 20%. If the Final Level is below the Initial Level by more than 20%, investors will lose 1.25% of the Principal Amount of the Notes for each 1% decrease
from the Initial Level to the Final Level of more than 20%, and may lose 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 any electronic communications network.
T he Pa ym e nt a t M a t urit y w ill be gre a t e r t ha n t he Princ ipa l Am ount only if t he Pe rc e nt a ge Cha nge is gre a t e r t ha n ze ro. 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 a nd inve st ors m a y lose t he ir e nt ire inve st m e nt in t he N ot e s. Any
pa ym e nt s on t he N ot e s a re subje c t t o our c re dit risk .
T he N ot e s ha ve c om ple x fe a t ure s a nd inve st ing in t he N ot e s involve s a num be r of risk s. Se e "Addit iona l Risk Fa c t ors"
be ginning on pa ge P-6 of t his pric ing supple m e nt , "Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-6 of
t he produc t prospe c t us supple m e nt M LN -EI -1 da t e d J une 1 9 , 2 0 1 9 (t he "produc t prospe c t us supple m e nt ") a nd "Risk Fa c t ors"
on pa ge 1 of t he prospe c t us da t e d J une 1 8 , 2 0 1 9 (t he "prospe c t us").
N e it he r t he 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 December 26, 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 $992.50 per Note, as discussed further under
"Additional Risk Factors -- Estimated Value" beginning on page P-7 and "Additional Information Regarding the Estimated Value of the Notes" on page P-21
of this pricing supplement. The estimated value is less than the public offering price of the Notes.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount
Proc e e ds t o T D
Per Note
$1,000.00
$0.00
$1,000.00
Total
$9,968,000.00
$0.00
$9,968,000.00
The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes
after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth
above. 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.
1 See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-20 of this pricing supplement.
T D SECU RI T I ES (U SA) LLC
P-1
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S& P 5 0 0 ® I nde x -Link e d Le ve ra ge d Buffe re d N ot e s

Wit h Dow nside Le ve ra ge Due J a nua ry 2 4 , 2 0 2 4

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 :
Leveraged Buffered Notes With Downside Leverage
T e rm :
Approximately 49 months
Re fe re nc e Asse t :
S&P 500® Index (Bloomberg Ticker: SPX)
CU SI P / I SI N :
89114R6J0 / US89114R6J01
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 :
December 20, 2019
I ssue Da t e :
December 26, 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.
V a lua t ion Da t e :
January 22, 2024, subject to postponement if such day is not a Trading Day or for market and other
disruptions, as described in the product prospectus supplement.
M a t urit y Da t e :
January 24, 2024, subject to postponement if such day is not a Business Day or if the Valuation Date is
postponed, as described in the product prospectus supplement.
TD SECURITIES (USA) LLC
P-2
Pa ym e nt a t M a t urit y:
If, on the Valuation Date, the Percentage Change is posit ive , then the investor will receive an amount per
$1,000 Principal Amount of the Notes equal to:
Principal Amount + (Principal Amount x Percentage Change x Leverage Factor)
If, on the Valuation Date, the Percentage Change is le ss t ha n or e qua l t o 0 % , but not by m ore t ha n
t he Buffe r Pe rc e nt a ge (that is, the Percentage Change is between 0% and -20%), then the investor will
receive only $1,000 per $1,000 Principal Amount of the Notes.
If, on the Valuation Date, the Percentage Change is ne ga t ive by m ore t ha n the Buffer Percentage (that
is, the Percentage Change is between -20% and -100%), then the investor will receive less than $1,000 per
$1,000 Principal Amount of the Notes, if anything, calculated using the following formula:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage) x Downside Multiplier]
I f t he Fina l Le ve l is le ss t ha n Buffe r Le ve l, t he inve st or w ill re c e ive le ss t ha n t he
Princ ipa l Am ount of t he N ot e s a t m a t urit y a nd m a y lose a ll or a subst a nt ia l port ion of
t he ir inve st m e nt .
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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 :
The Percentage Change is the quotient, expressed as a percentage, of the following formula:
Final Level Initial Level
Initial Level
I nit ia l Le ve l:
3,221.22
Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date
Closing Le ve l of t he
The Closing Level of the Reference Asset will be the official Closing Level of the Reference Asset or any
Re fe re nc e
successor index (as defined in the accompanying product prospectus supplement) published by the Index
Asse t
Sponsor on any Trading Day for the Reference Asset.
Le ve ra ge Fa c t or:
117.13%
Buffe r Pe rc e nt a ge :
20%, which is equal to the amount, expressed in percentage terms, by which the Buffer Level is below the
Initial Level
Buffe r Le ve l:
2,576.976, which is 80% of the Initial Level
Dow nside M ult iplie r:
The quotient of the Initial Level divided by the Buffer Level and expressed as a percentage, which equals
125.00%
M onit oring Pe riod:
Final Valuation Date Monitoring
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.
TD SECURITIES (USA) LLC
P-3
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the Notes, for U.S. federal income
tax purposes, as prepaid derivative contracts with respect to the Reference Asset. 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, and the timing and character of your income from the Notes could differ materially and
adversely from the treatment described above, as discussed further under "Material U.S. Federal Income Tax
Consequences" 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 "Supplemental
T re a t m e nt :
Discussion of Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or any electronic communications
network.
Cle a ra nc e a nd DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg) as described
Se t t le m e nt :
under "Description of the Debt Securities--Forms of the Debt Securities" and "Ownership, Book-Entry
Procedures and Settlement" in the prospectus.
Ca na dia n Ba il -in:
The Notes are not bail-inable debt securities (as defined in the prospectus) under the Canada Deposit
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Insurance Corporation Act.
TD SECURITIES (USA) LLC
P-4
Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement MLN-EI-1 (the
"product prospectus supplement"), relating to our Senior Debt Securities, Series E, of which these Notes are a part. Capitalized terms used but
not defined in this pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict
the following hierarchy will govern: first, this pricing supplement; second, the product prospectus supplement; and last, the prospectus. The
Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this pricing
supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all
prior
or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth 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-EI-1 dated June 19, 2019:
http://www.sec.gov/Archives/edgar/data/947263/000114036119011262/form424b3.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the
terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
TD SECURITIES (USA) LLC
P-5
Additional Risk Factors
The Notes involve risks not associated with an investment in ordinary debt securities. This section describes the most significant risks relating to
the terms of the Notes. For additional information as to these risks, please see the product prospectus supplement and 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.
Princ ipa l a t Risk .
You could lose your entire investment in the Notes if the Final Level of the Reference Asset is less than the Buffer Level. Specifically, you will
lose 1.25% of the Principal Amount of your Notes for each 1% that the Final Level is less than the Initial Level by more than the Buffer
Percentage.
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Le ss t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of
Com pa ra ble M a t urit y.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a
comparable maturity. The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other
investments. Even if your return 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.
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
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M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the Reference Asset, the payment of any amount due on the Notes is
subject to TD's credit risk. The Notes are TD's senior unsecured debt obligations. Investors are dependent on TD's ability to pay all amounts due
on the Notes on the Maturity Date and, therefore, investors are subject to the credit risk of TD and to changes in the market's view of TD's
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.
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, offering expenses as well
as the cost of hedging our obligations under the Notes. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other
transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange or any electronic
communications network. The Agent or another of our affiliates may make a market for the Notes; however, they are not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or
trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and ask prices for your Notes in any secondary market could be substantial. If you sell your Notes before the Maturity Date, you
may have to do so at a substantial discount from the Principal Amount irrespective of the level of the Reference Asset, and as a result, you may
suffer substantial losses.
I f t he Le ve l of t he Re fe re nc e Asse t Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.
Your Notes may trade quite differently from the performance of the Reference Asset. Changes in the level of the Reference Asset may not result
in a comparable change in the market value of your Notes. Even if the level of the Reference Asset increases above the Initial Level during the
term of the Notes, the market value of your Notes may not increase by the same amount and could decline.
T he re Are M a rk e t Risk s Assoc ia t e d w it h t he Re fe re nc e Asse t .
The level of the Reference Asset can rise or fall sharply due to factors specific to it, the Reference Asset Constituents and their issuers (the
"Reference Asset Constituent Issuers"), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory
developments, management changes and decisions and other events, as well as general market factors, such as general stock and commodity
market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your own
investigation into the Reference Asset. For additional information, see "Information Regarding the Reference Asset" herein.
TD SECURITIES (USA) LLC
P-6
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 was 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.
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The estimated value of your Notes is based on our internal pricing models when the terms of the Notes were 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
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 Re fe re nc e Asse t is Pric e Re t urn Only a nd Y ou Will N ot H a ve Any Right s t o t he Re fe re nc e Asse t Const it ue nt s.
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of
the stocks comprising the Reference Asset (the "Reference Asset Constituents") would have. The Reference Asset measures price return only
and is not a total return index or strategy, meaning the Final Level will not reflect any dividends paid on the Reference Asset Constituents.
TD SECURITIES (USA) LLC
P-7
We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd Will N ot Be Re sponsible for Any Ac t ions T a k e n by t he I nde x
Sponsor.
S&P Dow Jones Indices LLC (the "Index Sponsor") is not an affiliate of ours or will be involved in any offerings of the Notes in any way.
Consequently, we have no control of any actions of the Index Sponsor, including any actions of the type that would require the Calculation
Agent to adjust the payment to you at maturity. The Index Sponsor does not have any obligation of any sort with respect to the Notes. Thus, the
Index Sponsor has no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the
value of, or return on, the Notes. None of our proceeds from any issuance of the Notes will be delivered to the Index Sponsor, except to the
extent that we are required to pay the Index Sponsor licensing fees with respect to the Reference Asset.
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 amounts payable on the Notes. We will serve as the Calculation Agent and may
appoint a different Calculation Agent after the Issue Date without notice to you. The Calculation Agent will exercise its judgment when performing
its functions. For example, the Calculation Agent may have to determine whether a market disruption event affecting the Reference Asset has
occurred, which may, in turn, depend on the Calculation Agent's judgment as to whether the event has materially interfered with our ability or the
ability of one of our affiliates to unwind our hedge positions. Because this determination by the Calculation Agent may affect the amounts
payable 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 on the Calculation Agent's role, see "General Terms of the Notes -- Role of Calculation Agent" in the product prospectus
supplement.
M a rk e t Disrupt ion Eve nt s a nd Post pone m e nt s.
The Valuation Date, and therefore the Maturity Date, are subject to postponement as described in the product prospectus supplement due to the
occurrence of one or more market disruption events. For a description of what constitutes a market disruption event as well as the
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consequences of that market disruption event, see "General Terms of the Notes--Market Disruption Events" in the product prospectus
supplement.
T ra ding a nd Busine ss Ac t ivit ie s by t he Ba nk or it s Affilia t e s M a y Adve rse ly Affe c t t he M a rk e t V a lue of, a nd t he
Am ount Pa ya ble on, t he N ot e s.
We or one or more affiliates may hedge our obligations under the Notes by purchasing securities, futures, options or other derivative instruments
with returns linked or related to changes in the level of the Reference Asset or the Reference Asset Constituents, 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 the performance of the Reference Asset or the Reference Asset Constituents.
These trading activities may present a conflict between the holders' interest in the Notes and the interests we and our affiliates will have in our
or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers' accounts
and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the Notes.
We, the Agent or another of our affiliates may, at present or in the future, engage in business with the issuers of the Reference Asset
Constituents (the "Reference Asset Constituent Issuers") including making loans to or providing advisory services to those companies. These
services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict
between our or one or more of our affiliates' or the Agent and their affiliates' obligations and your interests as a holder of the Notes. Moreover,
we, the Agent or another of our affiliates may have published, and in the future expect to publish, research reports with respect to the Reference
Asset or one or more of the Reference Asset Constituents or their issuers. This research is modified from time to time without notice and may
express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by us, the Agent
or another of our affiliates may affect the level of the Reference Asset or the Reference Asset Constituents and, therefore, the market value of
the Notes and the Payment at Maturity.
Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s Are U nc e rt a in.
Significant aspects of the U.S. tax treatment of the Notes are uncertain. You should read carefully the section entitled "Material U.S. Federal
Income Tax Consequences" in the product prospectus supplement, and the section entitled "Material U.S. Federal Income Tax Consequences"
below. You should consult your tax advisor as to the tax consequences of your investment in the Notes.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the product
prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences." If you are not a Non-resident Holder (as that term is
defined in the prospectus) for Canadian federal income tax purposes or if you acquire the Notes in the secondary market, you should consult
your tax advisors as to the consequences of acquiring, holding and disposing of the Notes and receiving the payments that might be due under
the Notes.
TD SECURITIES (USA) LLC
P-8
Hypothetical Returns
The examples and graph set out below are included for illustration purposes only and are hypothetical examples only: amounts below may have
been rounded for ease of analysis. The hypot he t ic a l Percentage Changes of the Reference Asset used to illustrate the calculation of the
Payment at Maturity are not estimates or forecasts of the Initial Level, the Final Level or the level of the Reference Asset on any trading day
prior to the Maturity Date. All examples assume a Buffer Percentage of 20% (the Buffer Level is 80% of the Initial Level), a Leverage Factor of
117.13% (the lower end of the range indicated on the cover hereof), a Downside Multiplier of 125%, that a holder purchased Notes with an
aggregate Principal Amount of $1,000 and that no market disruption event occurs on the Valuation Date. The actual terms of the Notes are
indicated on the cover hereof.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive.

Percentage Change:
5.00%

Payment at Maturity:
= $1,000.00 + ($1,000.00 x 5.00% x 117.13%) = $1,000.00 + $58.565 = $1,058.57.

On a $1,000.00 investment, a 5.00% Percentage Change results in a Payment at Maturity of $1,058.57, a 5.857% return on the
Notes.

Example 2--
Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Buffer Percentage).

Percentage Change:
-15.00%

Payment at Maturity:
At maturity, if the Percentage Change is negative BUT not by more than the Buffer Percentage,
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then the Payment at Maturity will equal the Principal Amount.

On a $1,000.00 investment, a -15.00% Percentage Change results in a Payment at Maturity of $1,000.00, a 0.00% return on the
Notes.
Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Buffer Percentage).

Percentage Change:
-35.00%

Payment at Maturity:
$1,000.00 + [$1,000.00 x (-35.00% + 20.00%) x 125.00%] = $1,000.00 - $187.50 = $812.50

On a $1,000.00 investment, a -35.00% Percentage Change results in a Payment at Maturity of $812.50, a -18.75% return on the
Notes.
TD SECURITIES (USA) LLC
P-9
The following table shows the return profile for the Notes at the Maturity Date, assuming that the investor purchased the Notes on the Issue Date
at the public offering price and held the Notes until the Maturity Date. The returns and losses illustrated in the following table are not estimates
or forecasts of the Percentage Change or the return or loss on the Notes. Neither TD nor the Agent is predicting or guaranteeing any gain or
particular return on the Notes.
H ypot he t ic a l
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l Re t urn
Pe rc e nt a ge Cha nge
a t M a t urit y ($ )
on N ot e s (% )
40.00%
$1,468.52
46.852%
30.00%
$1,351.39
35.139%
20.00%
$1,234.26
23.426%
15.00%
$1,175.70
17.570%
10.00%
$1,117.13
11.713%
5.00%
$1,058.57
5.857%
3.00%
$1,035.14
3.514%
2.00%
$1,023.43
2.343%
1.00%
$1,011.71
1.171%
0.00%
$1,000.00
0.000%
-2.00%
$1,000.00
0.000%
-5.00%
$1,000.00
0.000%
-10.00%
$1,000.00
0.000%
-20.00%
$1,000.00
0.000%
-25.00%
$937.50
-6.250%
-30.00%
$875.00
-12.500%
-35.00%
$812.50
-18.750%
-40.00%
$750.00
-25.000%
-50.00%
$625.00
-37.500%
-75.00%
$312.50
-68.750%
-100.00%
$0.00
-100.000%
TD SECURITIES (USA) LLC
P-10
Information Regarding the Reference Asset
S& P 5 0 0 ® I nde x
The Reference Asset includes a representative sample of 500 companies in leading industries of the U.S. economy. The 500 companies are not
the 500 largest companies listed on the NYSE and not all 500 companies are listed on the NYSE. The Index Sponsor, S&P Dow Jones Indices
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LLC, chooses companies for inclusion in the Reference Asset with an aim of achieving a distribution by broad industry groupings that
approximates the distribution of these groupings in the common stock population of the U.S. equity market. Although the Reference Asset
contains 500 constituent companies, at any one time it may contain greater than 500 constituent trading lines since some companies included in
the Reference Asset prior to July 31, 2017 may be represented by multiple share class lines in the Reference Asset. The Reference Asset is
calculated, maintained and published by the Index Sponsor and is part of the S&P Dow Jones Indices family of indices. Additional information is
available on the following websites: us.spindices.com/indices/equity/sp-500 and spdji.com/. We are not incorporating by reference the websites
or any material they include in this document or any document incorporated herein by reference.
The Index Sponsor intends for the Reference Asset to provide a performance benchmark for the large-cap U.S. equity markets. Constituent
changes are made on an as-needed basis and there is no schedule for constituent reviews. Constituent changes are generally announced one
to five Business Days prior to the change. Relevant criteria for additions to the Reference Asset that are employed by the Index Sponsor
include: the company proposed for addition should have an unadjusted company market capitalization of $8.2 billion or more and a security level
float-adjusted market capitalization that is at least $4.1 billion (for spin-offs, eligibility is determined using when-issued prices, if available); using
composite pricing and volume, the ratio of annual dollar value traded in the proposed constituent to float-adjusted market capitalization of that
company should be 1.00 or greater and the stock should trade a minimum of 250,000 shares in each of the six months leading up to the
evaluation date; the company must be a U.S. company (characterized as a Form 10-K filer with its U.S. portion of fixed assets and revenues
constituting a plurality of the total and with a primary listing of the common stock on the NYSE, NYSE Arca, NYSE American (formerly NYSE
MKT), NASDAQ Global Select Market, NASDAQ Select Market, NASDAQ Capital Market, Bats BZX, Bats BYX, Bats EDGA, Bats EDGX or IEX
(each, an "eligible exchange")); the proposed constituent has a public float of 50% or more of its stock; the inclusion of the company will
contribute to sector balance in the Reference Asset relative to sector balance in the market in the relevant market capitalization range; financial
viability (the sum of the most recent four consecutive quarters' Generally Accepted Accounting Principles earnings (net income excluding
discontinued operations) should be positive as should the most recent quarter); and, for initial public offerings, the company must be traded on
an eligible exchange for at least twelve months. In addition, constituents of the S&P MidCap 400® Index and the S&P SmallCap 600® Index
can be added to the Reference Asset without meeting the financial viability, public float and/or liquidity eligibility criteria if the S&P Index
Committee decides that such an addition will enhance the representativeness of the Reference Asset as a market benchmark. Certain types of
organizational structures and securities are always excluded, including business development companies, limited partnerships, master limited
partnerships, limited liability companies, OTC bulletin board issues, closed-end funds, exchange-traded funds, exchange-traded notes, royalty
trusts, tracking stocks, preferred stock and convertible preferred stock, unit trusts, equity warrants, convertible bonds, investment trusts, rights
and American depositary receipts. Reference Asset Constituents are deleted from the Reference Asset when they are involved in mergers,
acquisitions or significant restructurings such that they no longer meet the inclusion criteria, and when they substantially violate one or more of
the addition criteria. Reference Asset Constituents that are delisted or moved to the pink sheets or the OTC bulletin board are removed, and
those that experience a trading halt may be retained or removed in the Index Sponsor's discretion. The Index Sponsor evaluates additions and
deletions with a view to maintaining Reference Asset continuity.
For constituents included in the Reference Asset prior to July 31, 2017, all publicly listed multiple share class lines are included separately in the
Reference Asset, subject to, in the case of any such share class line, that share class line satisfying the liquidity and float criteria discussed
above and subject to certain exceptions. It is possible that one listed share class line of a company may be included in the Reference Asset
while a second listed share class line of the same company is excluded. For companies that issue a second publicly traded share class to
Reference Asset share class holders, the newly issued share class line is considered for inclusion if the event is mandatory and the market
capitalization of the distributed class is not considered to be de minimis.
As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the Reference Asset. Constituents of the
Reference Asset prior to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the Reference
Asset. If a Reference Asset Constituent reorganizes into a multiple share class line structure, that company will be reviewed for continued
inclusion in the Reference Asset at the discretion of the S&P Index Committee.
TD SECURITIES (USA) LLC
P-11
As of October 31, 2019, the 500 companies included in the Reference Asset were divided into eleven Global Industry Classification Sectors. The
Global Industry Classification Sectors include (with the approximate percentage currently included in such sectors indicated in parentheses):
Information Technology (22.3%), Health Care (14.0%), Financials (13.0%), Communication Services (10.4%), Consumer Discretionary (10.0%),
Industrials (9.2%), Consumer Staples (7.4%), Energy (4.3%), Utilities (3.5%), Real Estate (3.1%) and Materials (2.7%). (Sector designations are
determined by the Index Sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining
sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that
sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in
methodology as well as actual differences in the sector composition of the indices.) As of the close of business on September 21, 2018, the
Index Sponsor and MSCI Inc. updated the Global Industry Classification Sector structure. Among other things, the update broadened the
Telecommunications Services sector and renamed it the Communication Services sector. The renamed sector includes the previously existing
Telecommunication Services Industry group, as well as the Media Industry group, which was moved from the Consumer Discretionary sector
and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three industries: Media,
Entertainment and Interactive Media & Services. The Media industry continues to consist of the Advertising, Broadcasting, Cable & Satellite and
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Publishing sub-industries. The Entertainment industry contains the Movies & Entertainment sub-industry (which includes online entertainment
streaming companies in addition to companies previously classified in such industry prior to September 21, 2018) and the Interactive Home
Entertainment sub-industry (which includes companies previously classified in the Home Entertainment Software sub-industry prior to
September 21, 2018 (when the Home Entertainment Software sub-industry was a sub-industry in the Information Technology sector)), as well as
producers of interactive gaming products, including mobile gaming applications). The Interactive Media & Services industry and sub-industry
includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are derived
primarily through pay-per-click advertisements, and includes search engines, social media and networking platforms, online classifieds and
online review companies. The Global Industry Classification Sector structure changes were effective for the S&P 500® Index as of the open of
business on September 24, 2018 to coincide with the September 2018 quarterly rebalancing.
Calculation of the Reference Asset
The Reference Asset is calculated using a base-weighted aggregative methodology. The level of the Reference Asset on any day for which a
level is published is determined by a fraction, the numerator of which is the aggregate of the market price of each Reference Asset Constituent
times the number of shares of such Reference Asset Constituent, and the denominator of which is the divisor, which is described more fully
below. The "market value" of any Reference Asset Constituent is the product of the market price per share of that Reference Asset Constituent
times the number of the then-outstanding shares of such Reference Asset Constituent that are then included in the Reference Asset .
The Reference Asset is also sometimes called a "base-weighted aggregative index" because of its use of a divisor. The "divisor" is a value
calculated by the Index Sponsor that is intended to maintain conformity in Reference Asset levels over time and is adjusted for all changes in
the Reference Asset Constituents' share capital after the "base date" as described below. The level of the Reference Asset reflects the total
market value of all Reference Asset Constituents relative to the Reference Asset's base date of 1941-43.
In addition, the Reference Asset is float-adjusted, meaning that the share counts used in calculating the Reference Asset reflect only those
shares available to investors rather than all of a company's outstanding shares. The Index Sponsor seeks to exclude shares held by certain
shareholders concerned with the control of a company, a group that generally includes the following: officers and directors and related
individuals whose holdings are publicly disclosed, private equity, venture capital, special equity firms, publicly traded companies that hold
shares for control in another company, strategic partners, holders of restricted shares, employee stock ownership plans, employee and family
trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (except government
retirement or pension funds) and any individual person listed as a 5% or greater stakeholder in a company as reported in regulatory filings
(collectively, "control holders"). To this end, the Index Sponsor excludes all share-holdings (other than depositary banks, pension funds, mutual
funds, exchange traded fund providers, 401(k) plans of the company, government retirement and pension funds, investment funds of insurance
companies, asset managers and investment funds, independent foundations, savings plans and investment plans) with a position greater than
5% of the outstanding shares of a company from the float-adjusted share count to be used in Reference Asset calculations.
The exclusion is accomplished by calculating an Investable Weight Factor (IWF) for each Reference Asset Constituent that is part of the
numerator of the float-adjusted index fraction described above:
IWF = (available float shares)/(total shares outstanding)
where available float shares is defined as total shares outstanding less shares held by control holders. In most cases, an IWF is reported to the
nearest one percentage point. For companies with multiple share class lines, a separate IWF is calculated for each share class line.
TD SECURITIES (USA) LLC
P-12
Maintenance of the Reference Asset
In order to keep the Reference Asset comparable over time the Index Sponsor engages in a Reference Asset maintenance process. The
Reference Asset maintenance process involves changing the constituents as discussed above, and also involves maintaining quality assurance
processes and procedures, adjusting the number of shares used to calculate the Reference Asset, monitoring and completing the adjustments
for company additions and deletions, adjusting for stock splits and stock dividends and adjusting for other corporate actions. In addition to its
daily governance of indices and maintenance of the Reference Asset methodology, at least once within any 12 month period, the S&P Index
Committee reviews the Reference Asset methodology to ensure the Reference Asset continues to achieve the stated objective, and that the
data and methodology remain effective. The S&P Index Committee may at times consult with investors, market participants, security issuers
included in or potentially included in the Reference Asset, or investment and financial experts.
Divisor Adjustments
The two types of adjustments primarily used by the Index Sponsor are divisor adjustments and adjustments to the number of shares (including
float adjustments) used to calculate the Reference Asset. Set forth below is a table of certain corporate events and their resulting effect on the
divisor and the share count. If a corporate event requires an adjustment to the divisor, that event has the effect of altering the market value of
the affected Reference Asset Constituent and consequently of altering the aggregate market value of the Reference Asset Constituents following
the event. In order that the level of the Reference Asset not be affected by the altered market value (which could be an increase or decrease) of
the affected Reference Asset Constituent, the Index Sponsor generally derives a new divisor by dividing the post-event market value of the
Reference Asset Constituents by the pre-event Reference Asset level, which has the effect of reducing the Reference Asset's post-event level to
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Document Outline

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