Obligation TD Bank 10.25% ( US89114R6M30 ) en USD

TD Bank

100 % ▲

Canada

US89114R6M30 ( en USD )

10.25% par an ( paiement semestriel )

28/12/2022 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114R6M30 en USD 10.25%, échue

1 000 USD

4 051 000 USD

89114R6M3

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 US89114R6M30, paye un coupon de 10.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/12/2022

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 December 23, 2019 to the
Product Prospectus Supplement MLN-ES-ETF-1 dated June 19, 2019 and
Prospectus Dated June 18, 2019
The Toronto-Dominion Bank
$4,051,000
Autocallable Contingent Interest Barrier Notes Linked to the Least Performing among the Common Stock of General Motors
Company, the Common Stock of The Progressive Corporation and the Common Stock of QUALCOMM Incorporated Due
December 28, 2022
The Toronto-Dominion Bank ("TD" or "we") has offered the Autocallable Contingent Interest Barrier Notes (the "Notes") linked to the least performing among the common
stock of General Motors Company, the common stock of The Progressive Corporation and the common stock of QUALCOMM Incorporated (each, a "Reference Asset"
and together, the "Reference Assets").
The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 10.25% (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 50.00% 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. 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. 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 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 50.00% 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.
T he N ot e s do not gua ra nt e e t he pa ym e nt of a ny Cont inge nt I nt e re st Pa ym e nt s or 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 on e a c h Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding
t he Fina l V a lua t ion Da t e ) 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 . I f 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 m a y lose up t o 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 .
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 December 27, 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 $946.40 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-21 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
Per Note
$1,000.00
$35.00
$965.00
Total
$4,051,000.00
$141,785.00
$3,909,215.00
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 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 $965.00 (96.50%) per $1,000.00 Principal Amount
of the Notes.
2 TD Securities (USA) LLC ("TDS") will receive a commission of $35.00 (3.50%) per $1,000.00 principal amount of the Notes and will use all of that commission to allow
selling concessions to other dealers in connection with the distribution of the Notes, or will offer the Notes directly to investors. TDS may resell the Notes to other securities
dealers at the Principal Amount less a concession of $35.00 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. TD will
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reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its role in the offer and sale
of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" on page P-20 of this pricing supplement.
TD SECURITIES (USA) LLC
P-1
Aut oc a lla ble Cont inge nt 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 Ge ne ra l M ot ors Com pa ny, t he Com m on St oc k of T he
Progre ssive Corpora t ion a nd t he Com m on St oc k of QU ALCOM M I nc orpora t e d Due
De c e m be r 2 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 Contingent Interest Barrier Notes
T e rm :
Approximately 3 years, subject to an automatic call
Re fe re nc e Asse t s:
The Common Stock of General Motors Company (Bloomberg Ticker: GM), Common Stock of The Progressive
Corporation (Bloomberg Ticker: PGR) and the Common Stock of QUALCOMM Incorporated (Bloomberg
Ticker: QCOM)
CU SI P / I SI N :
89114R6M3 / US89114R6M30
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 23, 2019
I ssue Da t e :
December 27, 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.
Fina l V a lua t ion Da t e :
The final Contingent Interest Observation Date, as described below under "Contingent Interest Observation
Dates" and as described under "General Terms of the Notes--Market Disruption Events" in the product
prospectus supplement.
M a t urit y Da t e :
December 28, 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.
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 GM, $36.77 (100.00% of its Initial Value).
With respect to PGR, $71.69 (100.00% of its Initial Value).
With respect to QCOM, $88.45 (100.00% of its Initial Value).
Each Call Threshold Value is 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.
Ca ll Obse rva t ion Da t e s:
Quarterly, on the 23rd calendar day of each March, June, September and December, commencing on June
23, 2020 and ending on September 23, 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 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).
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 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.
Cont inge nt I nt e re st
If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value
Pa ym e nt :
on any 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 any
Contingent Interest Observation Date, you will receive no Contingent Interest Payment on the corresponding
Contingent Interest Payment Date.
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.
Cont inge nt I nt e re st Pa ym e nt s on t he N ot e s a re not gua ra nt e e d. Y ou w ill not re c e ive a
Cont inge nt I nt e re st Pa ym e nt on a Cont inge nt I nt e re st Pa ym e nt Da t e if t he Closing V a lue
of a ny Re fe re nc e Asse t on t he re la t e d Cont inge nt I nt e re st Obse rva t ion Da t e is le ss t ha n
it s Cont inge nt I nt e re st Ba rrie r V a lue .
Cont inge nt I nt e re st
10.25% per annum.
Ra t e :
Cont inge nt I nt e re st
With respect to GM, $18.385 (50.00% of its Initial Value).
Ba rrie r V a lue :
With respect to PGR, $35.845 (50.00% of its Initial Value).
With respect to QCOM, $44.225 (50.00% of its Initial Value).
Each Contingent Interest Barrier Value is 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.
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TD SECURITIES (USA) LLC
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Cont inge nt I nt e re st
Monthly, on the 23rd calendar day of each month, commencing on January 23, 2020 and ending on December
Obse rva t ion Da t e s:
23, 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).
Cont inge nt I nt e re st
With respect to each Contingent Interest Observation Date, the second Business Day following the relevant
Pa ym e nt Da t e s:
Contingent Interest Observation Date, with the exception of the final Contingent Interest 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.
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 any Contingent 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:
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.
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 GM, $36.77.
With respect to PGR, $71.69.
With respect to QCOM, $88.45
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 under "General Terms of the Notes-- Anti-Dilution
Adjustments" in the product prospectus supplement.
Closing V a lue :
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.
Fina l V a lue :
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date.
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TD SECURITIES (USA) LLC
P-4
Ba rrie r V a lue :
With respect to GM, $18.385 (50.00% of its Initial Value).
With respect to PGR, $35.845 (50.00% of its Initial Value).
With respect to QCOM, $44.225 (50.00% of its Initial Value).
Each Barrier Value is 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.
Le a st Pe rform ing
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any
Re fe re nc e Asse t :
other Reference Asset.
Le a st Pe rform ing
The Percentage Change of the Least Performing Reference Asset.
Pe rc e nt a ge Cha nge :
M onit oring Pe riod:
Final Valuation Date Monitoring
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 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 herein 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 Discussion of Canadian
T re a t m e nt :
Tax Consequences," which applies to the Notes.
Re c ord Da t e :
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.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed or displayed on any securities exchange or electronic communications network.
Cle a ra nc e a nd
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
Insurance Corporation Act.
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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
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.
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.
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.
Y ou Will N ot Re c e ive Any Cont inge nt I nt e re st Pa ym e nt for Any Cont inge nt I nt e re st Pa ym e nt Da t e I f t he Closing
V a lue of Any Re fe re nc e Asse t on t he Corre sponding Cont inge nt I nt e re st Obse rva t ion Da t e I s Le ss T ha n it s
Cont inge nt I nt e re st Ba rrie r V a lue .
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 any 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, because the Barrier Value for each Reference Asset is equal to its Contingent Interest Barrier Value, you will
lose a significant portion or all of your initial investment in the Notes. Accordingly, this non-payment of any Contingent Interest Payment will
coincide with a greater risk of principal loss on your Notes at maturity.
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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 Cont inge nt I nt e re st Pa ym e nt s Pa id on t he N ot e s, I f
Any, 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 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.
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. 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.
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
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 on Ea c h Cont inge nt I nt e re st Obse rva t ion Da t e
(I nc luding t he Fina l V a lua t ion Da t e ).
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
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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 no
Cont inge nt I nt e re st Pa ym e nt s a nd 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 or Fe w e r Re fe re nc e Asse t s.
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.
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.
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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.
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.
T he Am ount s Pa ya ble on t he N ot e s Are N ot Link e d t o t he V a lue of t he Le a st Pe rform ing Re fe re nc e Asse t a t Any
T im e Ot he r T ha n on t he Cont inge nt I nt e re st Obse rva t ion Da t e s (I nc luding t he Fina l V a lua t ion Da t e ) a nd Ca ll
Obse rva t ion Da t e s.
Any payments on the Notes will be based on the Closing Value of the Least Performing Reference Asset only on the Contingent Interest
Observation Dates (including the Final Valuation Date) and Call Observation Dates. Even if the market value of the Least Performing Reference
Asset appreciates prior to the relevant Contingent Interest Observation Date but then drops on that day to a Closing Value that is less than its
Contingent Interest Barrier Value, you will not receive any Contingent Interest Payment on the corresponding Contingent Interest Payment Date
and, with respect to the Final Valuation Date, because the Barrier Value for each Reference Asset is equal to its Contingent Interest Barrier
Value, you will lose a significant portion or all of your initial investment in the Notes. Similarly, the Payment at Maturity may be significantly less
than it would have been had the Notes been linked to the Closing Value of the Least Performing Reference Asset on a date other than the Final
Valuation Date, and may be zero. Although the actual values of the Reference Assets at other times during the term of the Notes may be higher
than the values on one or more Contingent Interest Observation Dates (including the Final Valuation Date) or Call Observation Dates, any
Contingent Interest Payments on the Notes and the Payment at Maturity will be based solely on the Closing Value of the Least Performing
Reference Asset on the applicable Contingent Interest Observation Date (including the Final Valuation Date) and Call Observation Dates.
TD SECURITIES (USA) LLC
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T he Cont inge nt 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
Initial Value, Call Threshold Value or Contingent Interest Barrier Value on a Contingent Interest Observation Date or its Barrier Value on its 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 Contingent Interest Rate for the Notes than the interest rate payable on our conventional debt securities of comparable
maturity. However, while the Contingent Interest Rate is 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 on the Contingent Interest Observation Dates,
resulting in few or no Contingent Interest Payments or on the Final Valuation Date, resulting in a significant or entire loss of principal.
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 the each Reference Asset Issuer's SEC filings. We urge you t o re vie w fina nc ia l
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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.
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
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
TD SECURITIES (USA) LLC
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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.
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 value of each Reference Asset increases above its Initial Value
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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 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.
Y ou Will H a ve N o Right s t o Re c e ive Any Sha re s of Any Re fe re nc e Asse t a nd Y ou Will N ot Be Ent it le d t o 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. 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. Your
Notes will be paid in cash and you have no right to receive delivery of shares of any Reference Asset.
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 SEC 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 may adjust the Initial Value, and therefore the Contingent Interest Barrier Value and Barrier Value of a Reference Asset
for stock splits, reverse stock splits, stock dividends, extraordinary dividends and other events that affect such Reference Asset, but only in the
situations we describe in "General Terms of the Notes--Anti-Dilution Adjustments" in the product prospectus supplement. The Calculation Agent
will not be required to make an adjustment for every event that may affect a Reference Asset. Those events or other actions by any Reference
Asset Issuer or a third party may nevertheless adversely affect the price of a Reference Asset, and adversely affect the value of your Notes.
Any Cont inge nt I nt e re st Obse rva t ion Da t e (inc luding t he Fina l V a lua t ion Da t e ) or Ca ll Obse rva t ion Da t e a nd t he
Re la t e d 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 Contingent Interest Observation Date (including the Final Valuation Date) or Call Observation Date and the related payment dates
(including the Maturity Date) are subject to postponement 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 and under "Summary--Call Observation Dates" and "--Contingent Interest
Observation Dates" herein. 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 Am ount s
Pa ya ble 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
TD SECURITIES (USA) LLC
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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.
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
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