Obligation TD Bank 0% ( US89114QXD59 ) en USD

TD Bank

100 % ⇌

Canada

US89114QXD59 ( en USD )

26/07/2022 - Obligation échue

Prospectus brochure de l'obligation Toronto-Dominion Bank US89114QXD59 en USD 0%, échue

1 000 USD

565 000 USD

89114QXD5

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 US89114QXD59, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/07/2022

L'Obligation émise par TD Bank ( Canada ) , en USD, avec le code ISIN US89114QXD59, a été notée NR par l'agence de notation Moody's.

424B2 1 e70566_424b2.htm PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 1 1 7 1 8

Pricing Supplement dated July 21, 2016 to the
Product Prospectus Supplement MLN-EI-1 dated June 30, 2016 and
Prospectus Dated June 30, 2016

The Toronto-Dominion Bank

$565,000
Dow Jones Industrial AverageTM Index-Linked Contingent Absolute Return Barrier Notes
Due July 26, 2022
The Toronto-Dominion Bank ("TD" or "we") is offering the Contingent Absolute Return Barrier Notes (the "Notes") linked to the performance of
the Dow Jones Industrial AverageTM Index (the "Reference Asset") described below. Your Payment at Maturity will depend on the percentage
increase or decrease of the Reference Asset from the Initial Level to the Final Level (the "Percentage Change").
If the Percentage Change is positive, then the percentage return on the Notes will be positive and equal to the product of 125% multiplied by the
Percentage Change. If the Percentage Change is between 0% and -30%, inclusive (meaning the Final Level is less than or equal to the Initial
Level but greater than or equal to the Barrier Level), then the percentage return on the Notes will be positive and equal to the absolute value of
the Percentage Change (the "Contingent Absolute Return"). If the Percentage Change is less than -30% (meaning the Final Level is less than
the Barrier Level), investors will lose 1% of the Principal Amount of the Notes for each 1% negative Percentage Change, and may lose up to the
entire Principal Amount of 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 on any securities exchange.
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.
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 July 26, 2016, against payment in
immediately available funds.
Y ou should re a d t he disc losure he re in t o be t t e r unde rst a nd t he t e rm s a nd risk s of your inve st m e nt . Se e "Addit iona l
Risk Fa c t ors" on pa ge P-5 of t his pric ing supple m e nt .
The estimated value of the Notes on the Pricing Date is $898.00 per Note, as discussed further under "Additional Risk Factors -- Estimated
Value" beginning on page P-6 and "Additional Information Regarding The Estimated Value of the Notes" on page P-16 of this pricing
supplement. The estimated value is less than the public offering price of the Notes.

Public Offe ring Pric e 1
U nde rw rit ing Disc ount 2
Proc e e ds t o T D
Per Note
$1,000.00
$45.00
$955.00
Total
$565,000.00
$25,425.00
$539,575.00

1 Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or commissions. The public offering
price for investors purchasing the Notes in these accounts may be as low as $955.50 (95.50%) per Principal Amount of the Notes.
2 TD Securities (USA) LLC ("TDS") (the "Agent") will receive a commission of up to $45.00 (4.50%) per Note and may use a portion 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. The Agent may resell the Notes to other securities dealers at the Principal
Amount less a concession not in excess of $45.00 per Note. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. In addition to the selling
concession, the Agent may, over the tenor of the Notes, pay up to $9.00 per Note to a third-party as a distribution expense fee for each Note sold. TD will reimburse TD Securities
(USA) LLC ("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-15 of this pricing supplement.

T D SECU RI T I ES (U SA) LLC

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P-1

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
T ype of N ot e :
Contingent Absolute Return Barrier Notes
T e rm :
6 years
Re fe re nc e Asse t :
Dow Jones Industrial AverageTM Index (Bloomberg Ticker: INDU)
I nde x Sponsor:
S&P Dow Jones Indices LLC
CU SI P / I SI N :
89114QXD5 / US89114QXD59
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 :
July 21, 2016
I ssue Da t e :
July 26, 2016
V a lua t ion Da t e :
July 21, 2022, subject to postponement for market and other disruptions, as described in the product
prospectus supplement
M a t urit y Da t e :
July 26, 2022, subject to postponement for market and other disruptions, as described in the product
prospectus supplement
Pa ym e nt a t M a t urit y:
If, on the Valuation Date, the Percentage Change is positive, then the investor will receive an amount
in cash per Note equal to:
Principal Amount + (Principal Amount x Percentage Change x Leverage Factor).
If, on the Valuation Date, the Percentage Change is zero or negative, but the Final Level is greater
than or equal to the Barrier Level (that is, the Percentage Change is between 0% and -30%, inclusive),
then the investor will receive an amount in cash per Note equal to:
Principal Amount + (Principal Amount x Contingent Absolute Return).
If, on the Valuation Date, the Percentage Change is negative and the Final Level is less than the
Barrier Level (that is, the Percentage Change is less than -30%), then the investor will receive an
amount in cash per Note, if anything, equal to:
Principal Amount + (Principal Amount x Percentage Change)
I f t he Fina l Le ve l is le ss t ha n Ba rrie 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 on t he M a t urit y Da t e a nd m a y lose up t o t he ir e nt ire
inve st m e nt .
Pe rc e nt a ge Cha nge :
The Percentage Change is the quotient, expressed as a percentage, of the following formula:
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I nit ia l Le ve l:
18,517.23, which was the Closing Level of the Reference Asset on the Pricing Date
Fina l Le ve l:
The Closing Level of the Reference Asset on the Valuation Date
T D SECU RI T I ES (U SA) LLC

P-2

Closing Le ve l of t he Re fe re nc e
The Closing Level of the Reference Asset will be the official closing level of the Reference Asset or
Asse t :
any successor index (as defined in the accompanying product prospectus supplement) published by
the Index Sponsor on any Trading Day for the Reference Asset.
Le ve ra ge Fa c t or:
125%
Cont inge nt Absolut e Re t urn:
The absolute value of the Percentage Change (e.g., a -10.00% Percentage Change will equal a
10.00% Contingent Absolute Return)
Ba rrie r Le ve l:
12,962.061, which is 70% of the Initial Level
Busine ss Da y:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor
a day on which banking institutions are authorized or required by law to close in New York City or
Toronto.
U .S. T a x T re a t m e nt :
By purchasing a Note, each holder agrees, in the absence of a statutory, regulatory, administrative or
judicial ruling to the contrary, to characterize the Notes, for U.S. federal income tax purposes, as pre-
paid derivative contracts with respect to the Reference Asset. Based on certain factual representations
received from us, in the opinion of our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP,
it is 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 from the treatment described above, as described further under "Supplemental Discussion of
U.S. Federal Income Tax Consequences".
Ca na dia n T a x T re a t m e nt :
Please see the discussion in the product prospectus supplement under "Supplemental Discussion of
Canadian Tax Consequences," which applies to the Notes.
Ca lc ula t ion Age nt :
TD
List ing:
The Notes will not be listed on any securities exchange
Cle a ra nc e a nd Se t t le m e nt :
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
described under "Forms of the Debt Securities" and "Book-Entry Procedures and Settlement" in the
prospectus).
T D SECU RI T I ES (U SA) LLC

P-3

Additional Terms of Your Notes
You should read this pricing supplement together with the prospectus, as supplemented by the product prospectus supplement, relating to our
Senior Debt Securities, 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 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" on page P-5 of this pricing supplement, "Additional Risk Factors Specific to the Notes" beginning
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on page PS-5 of the product prospectus supplement and "Risk Factors" on page 1 of the prospectus, as the Notes involve risks not associated
with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the
Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings
for the relevant date on the SEC website):

Prospectus dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm

Product Prospectus Supplement MLN-EI-1 dated June 30, 2016:
https://www.sec.gov/Archives/edgar/data/947263/000089109216015847/e70323_424b2.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the "Bank," "we," "us," or "our" refers to
The Toronto-Dominion Bank and its subsidiaries. Alternatively, The Toronto-Dominion Bank, any agent or any dealer participating in this offering
will arrange to send you the product prospectus supplement and the prospectus if you so request by calling 1-855-303-3234.
T D SECU RI T I ES (U SA) LLC

P-4

Additional Risk Factors
The Notes involve risks not associated with an investment in ordinary fixed rate notes. 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 before you decide to purchase them. Accordingly,
prospective investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the
Notes and the suitability of the Notes in light of their particular circumstances.
Princ ipa l a t Risk .
Investors in the Notes could lose up to their entire Principal Amount if there is a decline in the level of the Reference Asset. Specifically, if the
Final Level is less than the Barrier Level, you will lose 1% of the Principal Amount of your Notes for each 1% negative Percentage Change, and
may lose up to the entire Principal Amount of your Notes.
T he Re t urn on Y our N ot e s M a y Cha nge Signific a nt ly De spit e Only a Sm a ll Cha nge in t he Fina l Le ve l
If the Final Level is less than the Barrier Level, you will receive less than the Principal Amount of your Notes and you could lose all or a
substantial portion of your investment in the Notes. This means that while a decrease of up to 30.00% from the Initial Level to the Final Level will
result in a positive return equal to the Contingent Absolute Return, any additional decrease in the Final Level will instead result in a loss of 1% of
the Principal Amount of your Notes for each 1% negative Percentage Change, up to the entire Principal Amount of your Notes.
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 Low e r t ha n t he Re t urn on a Conve nt iona l De bt Se c urit y of
Com pa ra ble M a t urit y.
There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having a
comparable maturity. The return 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 senior interest
bearing debt security of TD.
A Low e r Ba rrie r Le ve l M a y Re fle c t Gre a t e r Ex pe c t e d V ola t ilit y of t he Re fe re nc e Asse t , a nd Gre a t e r Ex pe c t e d
V ola t ilit y Ge ne ra lly I ndic a t e s a n I nc re a se d Risk of Loss a t M a t urit y.
The economic terms for the Notes, including the Barrier Level, are based, in part, on the expected volatility of the Reference Asset at the time
the terms of the Notes are set. "Volatility" refers to the frequency and magnitude of changes in the level of the Reference Asset. The greater the
expected volatility of the Reference Asset as of the Pricing Date, the greater the expectation is as of that date that the Final Level of the
Reference Asset could be less than the Barrier Level on the Valuation Date and, as a consequence, indicates an increased risk of loss. All
things being equal, this greater expected volatility will generally be reflected in a lower Barrier Level than those terms on otherwise comparable
notes. Therefore, a relatively lower Barrier Level may indicate an increased risk of loss. Further, a relatively lower Barrier Level may not
necessarily indicate that the Notes have a greater likelihood of a return of the Principal Amount at maturity. You should be willing to accept the
downside market risk of the Reference Asset and the potential to lose up to the entire Principal Amount of your Notes.
I nve st ors Are Subje c t t o T D's Cre dit Risk , a nd T D's Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s.
Although the return on the Notes will be based on the performance of the 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
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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.
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
lower than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, the underwriting discount
paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Notes. In addition, any
such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated
with establishing or unwinding any related hedge transaction.
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s -- Sa le s in t he Se c onda ry M a rk e t M a y Re sult in Signific a nt
Losse s.
There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. The Agent and its respective
affiliates may make a market for the Notes; however, they are not required to do so. The Agent and its affiliates 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.
T D SECU RI T I ES (U SA) LLC

P-5

If you sell your Notes before the Maturity Date, you may have to do so at a substantial discount from the issue price, 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 is greater than or equal to the Barrier Level
during the life of the Notes, the market value of your Notes may not increase by the same amount.
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 a nd t he Re fe re nc e Asse t Only Re fle c t s Pric e
Re t urn.
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights as would holders
of securities included in the Reference Asset (the "Reference Asset Constituents"). The Final Level will not reflect any dividends paid on the
Reference Asset Constituents and the Reference Asset is not a "total return" index or strategy, which, in addition to reflecting price returns,
would also reflect dividends paid on the Reference Asset Constituents.
T he Cont inge nt Absolut e Re t urn Fe a t ure is N ot t he Sa m e a s T a k ing a Short Posit ion Dire c t ly in t he Re fe re nc e Asse t
or t he Re fe re nc e Asse t Const it ue nt s.
Further, even if the Percentage Change is negative and the Final Level is greater than or equal to the Barrier Level, the return on the Notes will
not reflect the return you would realize if you actually took a short position directly in the Reference Asset Constituents. For example, to maintain
a short position in a Reference Asset Constituent, you would have to pay dividend payments (if any) to the entity that lends you the Reference
Asset Constituent for your short sale, and you could receive certain interest payments (the short interest rebate) from the lender.
T he Pa ym e nt a t M a t urit y I s N ot Link e d t o t he Le ve l of t he Re fe re nc e Asse t a t Any T im e Ot he r t ha n t he V a lua t ion
Da t e .
The Final Level will be based on the Closing Level of the Reference Asset on the Valuation Date (subject to postponement and/or adjustment as
described elsewhere in this pricing supplement). Therefore, if the Closing Level of the Reference Asset dropped precipitously on the Valuation
Date, the Payment at Maturity for your Notes may be significantly less than it would have been had the Payment at Maturity been linked to the
Closing Level of the Reference Asset at any time other than the Valuation Date.
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 Low e r T ha n t he Public Offe ring Pric e of Y our N ot e s.
The estimated value of your Notes is lower 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 is a result of certain factors, such as any sales commissions expected to be paid to the
Agent or its affiliates, any selling concessions, discounts, commissions or fees allowed or paid to non-affiliated intermediaries, the estimated
profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in
hedging our obligations under the Notes, the levels at which our benchmark debt securities trade in the secondary market, and estimated
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development and other costs which we may incur in connection with 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 t he N ot e s I s Ba se d on t he Pric ing M ode ls of A T hird-Pa rt y Wit h Whom We Ex pe c t t o
Ent e r I nt o A H e dging T ra nsa c t ion; T he se 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 the pricing models of a third-party with whom we expect to enter into a hedging transaction.
These pricing models take into account a number of variables 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, these pricing models may be different from our
internal pricing models and from other financial institutions' pricing models and the methodologies used 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 different from the estimated value of the Notes determined by reference
to these pricing models.
T D SECU RI T I ES (U SA) LLC

P-6

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 , if a ny, a nd Suc h Se c onda ry M a rk e t Pric e s, I f Any, Will Lik e ly be Low e r T ha n t he Public
Offe ring Pric e of Y our N ot e s a nd M a ybe Low e r T ha n t he Est im a t e d V a lue of Y our N ot e s.
The estimated value of the Notes is not a prediction of the prices at which the Agent, other affiliates of ours or third parties may be willing to
purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price
at which you may be able to sell your Notes in the secondary market at any time 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 related to the Notes such as fees, commissions, discounts, and the costs
of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the public offering price of your
Notes. As a result, the price, at which the Agent, other affiliates of ours or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the maturity date
could result in a substantial loss to you.
T he T e m pora ry Pric e a t Whic h An 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 initial issue date of the
Notes, as discussed further under "Additional Information Regarding The Estimated Value of the Notes." During this temporary period such
prices may, depending on your broker, be greater than the valuation provided on your customer account statements; you should inquire
with your broker as to the valuation provided on your customer account statement. 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.
We H a ve N o Affilia t ion w it h t he I nde x Sponsor a nd H a ve N o Cont rol Ove r Any Ac t ions T a k e n by t he I nde x Sponsor.
The Index Sponsor is not an affiliate of ours and will not 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 has no 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 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 Busine ss Ac t ivit ie s of t he I ssue r or it s Affilia t e s M a y Cre a t e Conflic t s of I nt e re st .
We and our affiliates expect to engage in trading activities related to the Reference Asset or one or more Reference Asset Constituents that are
not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders' interests in the
Notes and the interests we and our affiliates will have in their proprietary accounts, in facilitating transactions, including options and other
derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the level of a
Reference Asset, could be adverse to the interests of the holders of the Notes. We and our affiliates may, at present or in the future, engage in
business with the issuer of any Reference Asset Constituent (the "Constituent Issuer"), including making loans to or providing advisory services.
These services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between
our or one or more of our or their affiliates' obligations and your interests as a holder of the Notes. Moreover, we and our affiliates may have
published, and in the future expect to publish, research reports with respect to the Reference Asset or any Reference Asset constituents. This
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research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with
purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates may affect the level of the Reference Asset, and,
therefore, the market value of the Notes.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the Payment at Maturity on the Notes. We will serve as the Calculation Agent 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 and may take into consideration our ability to unwind any related hedges. Since this discretion by the Calculation Agent may affect
payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any such decision. For example, the Calculation
Agent may have to determine whether a market disruption event if affecting the Reference Asset has occurred. This determination may, in turn,
depend on the Calculation Agent's judgment whether the event has materially interfered with our ability or the ability of one of our affiliates to
unwind our hedge positions. Since this determination by the Calculation Agent will affect any payment on the Notes, the Calculation Agent may
have a conflict of interest if it needs to make a determination of this kind. For additional information as to the Calculation Agent's role, see
"General Terms of the Notes -- Role of Calculation Agent" in the product prospectus supplement.
M a rk e t Disrupt ion Eve nt s.
The Valuation Date, and therefore the Maturity Date and the Payment at Maturity, are subject to postponement as described in the product
prospectus supplement. 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.
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Signific a nt Aspe c t s of t he T a x T re a t m e nt of t he N ot e s Are U nc e rt a in.
The U.S. tax treatment of the Notes is uncertain. Please read carefully the section entitled "Supplemental Discussion of U.S. Federal Income
Tax Consequences" in the product prospectus supplement, and the section entitled "Supplemental Discussion of U.S. Federal Income Tax
Consequences" below. You should consult your tax advisor about your own tax situation.
For a more complete discussion of the Canadian federal income tax consequences of investing in the Notes, please see the discussion in the
product prospectus supplement under "Supplemental Discussion of Canadian Tax Consequences." If you are not a Non-resident Holder (as that
term is defined in the prospectus) 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.
T D SECU RI T I ES (U SA) LLC

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Hypothetical Returns
The examples and table set out below are included for illustration purposes only. 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 Barrier Level of 70% of the Initial Level, a Leverage
Factor of 125%, and that no market disruption event occurs or is continuing on the Valuation Date. The actual terms of the Notes are set forth
under "Summary" herein.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive.

Percentage Change:
2%

Payment at Maturity:
$1,000 + ($1,000 x 2% x 125%) = $1,000 + $25 = $1,025.00

On a $1,000 investment, a 2% Percentage Change results in a Payment at Maturity of $1,025.00, a 2.50% return on the
Notes.

Example 2--
Calculation of the Payment at Maturity where the Percentage Change is negative but the Final Level is greater than or
equal to the Barrier Level.

Percentage Change:
-8%

Payment at Maturity:
$1,000 + ($1,000 x 8%) = $1,080.00
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On a $1,000 investment, a -8% Percentage Change results in a Payment at Maturity of $1,080.00,
an 8% return on the Notes.

Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative and the Final Level is less than the
Barrier Level.

Percentage Change:
-35%

Payment at Maturity:
$1,000 + ($1,000 x -35%) = $1,000 - $350 = $650.00

On a $1,000 investment, a -35% Percentage Change results in a Payment at Maturity of $650.00, a 35% loss on the Notes.
The following table shows the hypothetical return profile for the Notes on 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 illustrated in the following table are not
estimates or forecasts of the Percentage Change or the return 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
H ypot he t ic a l Re t urn
Pa ym e nt a t M a t urit y
Pe rc e nt a ge Cha nge
on N ot e s (% )
($ )
40.000%
$1,500.00
150.000%
30.000%
$1,375.00
137.500%
20.000%
$1,250.00
125.000%
10.000%
$1,125.00
112.500%
0.000%
$1,000.00
100.000%
-10.000%
$1,100.00
110.000%
-20.000%
$1,200.00
120.000%
-30.000%
$1,300.00
130.000%
-31.000%
$690.00
-31.000%
-40.000%
$600.00
-40.000%
-50.000%
$500.00
-50.000%
-75.000%
$250.00
-75.000%
-100.000%
$0.00
-100.000%
T D SECU RI T I ES (U SA) LLC

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Information Regarding the Reference Asset
We have derived all information contained in this pricing supplement regarding the Dow Jones Industrial AverageTM Index (the ``Reference
Asset'), including, without limitation, its composition, methods of calculation and changes in its components from publicly available information.
Such information reflects the policies of, and is subject to change by S&P Dow Jones Indices LLC (the "Index Sponsor"), a division of The
McGraw-Hill Companies, Inc. and/or its affiliates.
The Index Sponsor has no obligation to continue to publish the Reference Asset, and may discontinue publication of the Reference Asset at any
time. The Reference Asset is determined, comprised and calculated by the Index Sponsor without regard to the Notes.
The Reference Asset is a benchmark of performance for leading companies in the U.S. stock market, with the exception of those in the
transportation and utilities industry. The Reference Asset is a price-weighted average of 30 "blue-chip" U.S. stocks that are generally the leaders
in their industry, although this has not always been the case. The Reference Asset is calculated in U.S. dollars.
While there are no rules for component selection, a stock typically is added only if it has an excellent reputation, demonstrates sustained growth,
is of interest to a large number of investors and adequately represents the sector(s) covered by the Reference Asset. The Reference Asset
serves as a measure of the entire U.S. market such as financial services, technology, retail, entertainment and consumer goods and is not
limited to traditionally defined industrial stocks. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of
revenues should be derived from the U.S.
The Reference Asset is maintained by an "Averages Committee", which is comprised of three representatives of the Index Sponsor and two
representatives of The Wall Street Journal ("WSJ"). The Averages Committee was created in March 2010, when Dow Jones Indexes became
part of CME Group Index Services, LLC, a joint venture company owned 90% by CME Group Inc. and 10% by Dow Jones & Company, Inc.
("Dow Jones").
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The Reference Asset is reviewed at least once annually, but composition changes are rare for the sake of continuity. Generally, composition
changes occur only after mergers, corporate acquisitions or other dramatic shifts in a component's core business. When such an event
necessitates that one component be replaced, the entire Reference Asset is reviewed. As a result, when changes are made they typically
involve more than one component.
The Reference Asset is price weighted rather than market capitalization weighted. Therefore, the Reference Asset Constituent weightings are
affected only by changes in the stocks' prices, in contrast with the weightings of other indices that are affected by both price changes and
changes in the number of shares outstanding. The value of the Reference Asset is the sum of the primary exchange prices of each of the 30
common stocks included in the Reference Asset, divided by a divisor. The divisor is changed in accordance with a mathematical formula to
adjust for composition changes, stock dividends, stock splits, other corporate actions and other price adjustments. The current divisor of the
Reference Asset is published daily in the WSJ and other publications. While this methodology reflects current practice in calculating the
Reference Asset, no assurance can be given that Dow Jones will not modify or change this methodology in a manner that may affect the return
on your investment.
The level of the Reference Asset is the sum of the primary exchange prices of each of the 30 Reference Asset Constituents included in the
Reference Asset, divided by a divisor that is designed to provide a meaningful continuity in the level of the Reference Asset. Because the
Reference Asset is price-weighted, stock splits or changes in the Reference Asset Constituents could result in distortions in the Reference Asset
level. In order to prevent these distortions related to extrinsic factors, the divisor is periodically changed in accordance with a mathematical
formula that reflects adjusted proportions within the Reference Asset. The current divisor of the Reference Asset is published daily in the WSJ
and other publications. In addition, other statistics based on the Reference Asset may be found in a variety of publicly available sources. The
current formula used to calculate divisor adjustments is as follows: the new divisor (i.e., the divisor on the next trading session) is equal to (1) the
divisor on the current trading session times (2) the quotient of (a) the sum of the adjusted (for stock dividends, splits, spin-offs and other
applicable corporate actions) closing prices of the Reference Asset components on the current trading session and (b) the sum of the
unadjusted closing prices of the Reference Asset components on the current trading session.
The top ten Reference Asset Constituents as of June 30, 2016, by weight, are: 3M Company (6.69%), International Business Machines
Corporation (5.80%), Goldman Sachs Group, Inc. (5.67%), Unitedhealth Group Inc. (5.39%), The Boeing Company (4.96%), The Home Depot
Inc. (4.88%), Johnson & Johnson (4.63%), McDonald's Corporation (4.60%), Travelers Companies Inc. (4.55%), and Chevron Corporation
(4.00). The 30 common stocks included in the Reference Asset include nine sectors based on the ten industries defined by the Industry
Classification Benchmark. As of the June 30, 2016, the sectors comprising the Reference Asset are: Industrials (19.66%), Financials (17.75%),
Consumer Services (16.00%), Technology (13.75%), Health Care (13.57%), Oil & Gas (7.58%), Consumer Goods (7.07%), Basic Materials
(2.48%) and Telecommunications (2.13%).
Lic e nse Agre e m e nt

S&P® is a registered trademark of Standard & Poor's Financial Services LLC and Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC ("Dow Jones"). These trademarks have been licensed for use by the Index Sponsor. "Standard & Poor's®" and
"S&P®" are trademarks of Standard & Poor's Financial Services LLC. These trademarks have been sublicensed for certain purposes by us. The
Reference Asset is a product of the Index Sponsor and/or its affiliates and has been licensed for use by us.
The Notes are not sponsored, endorsed, sold or promoted by the Index Sponsor, Standard & Poor's Financial Services LLC or any of their
respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices make no representation or warranty, express or implied, to
the holders of the Notes or any member of the public regarding the advisability of investing in securities generally or in the
T D SECU RI T I ES (U SA) LLC

P-10

Notes particularly or the ability of the Reference Asset to track general market performance. S&P Dow Jones Indices' only relationship to us with
respect to the Reference Asset is the licensing of the Reference Asset and certain trademarks, service marks and/or trade names of S&P Dow
Jones Indices and/or its third party licensors. The Reference Asset is determined, composed and calculated by S&P Dow Jones Indices without
regard to us or the Notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of holders of the Notes into consideration
in determining, composing or calculating the Reference Asset. S&P Dow Jones Indices are not responsible for and have not participated in the
determination of the prices, and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of
the equation by which the Notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection with the
administration, marketing or trading of the Notes. There is no assurance that investment products based on the Reference Asset will accurately
track index performance or provide positive investment returns. The Index Sponsor and its subsidiaries are not investment advisors. Inclusion of
a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures
contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue
and/or sponsor financial products unrelated to the Notes currently being issued by us, but which may be similar to and competitive with the
Notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Reference Asset. It
is possible that this trading activity will affect the value of the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE
https://www.sec.gov/Archives/edgar/data/947263/000089109216016274/e70566_424b2.htm[7/25/2016 4:01:55 PM]

REFERENCE ASSET OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR
WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES
SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES
INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE REFERENCE ASSET OR WITH RESPECT TO ANY DATA RELATED THERETO.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW
JONES INDICES.
T D SECU RI T I ES (U SA) LLC

P-11

H ist oric a l I nform a t ion
The graph below sets forth the information relating to the historical performance of the Reference Asset. The dotted line represents a Barrier
Level of 12,962.061, which is equal to 70% of 18,517.23, which was the Closing Level of the Reference Asset on July 21, 2016.
We obtained the information regarding the historical performance of the Reference Asset in the chart below from Bloomberg Professional®
("Bloomberg").
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical performance of the
Reference Asset should not be taken as an indication of its future performance, and no assurance can be given as to the Final Level of the
Reference Asset. We cannot give you assurance that the performance of the Reference Asset will result in any positive return on your initial
investment.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
T D SECU RI T I ES (U SA) LLC

P-12

Supplemental Discussion of U.S. Federal Income Tax Consequences
T he U .S. fe de ra l inc om e t a x c onse que nc e s of your inve st m e nt in t he N ot e s a re unc e rt a in. Som e of t he se t a x
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Document Outline

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