Obligation ScotiaBank 0% ( US064159QZ22 ) en USD

Société émettrice ScotiaBank
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  US064159QZ22 ( en USD )
Coupon 0%
Echéance 15/09/2021 - Obligation échue



Prospectus brochure de l'obligation Bank of Nova Scotia US064159QZ22 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 4 269 000 USD
Cusip 064159QZ2
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée La Banque de Nouvelle-Écosse (Scotiabank) est une banque multinationale canadienne offrant une vaste gamme de services financiers personnels et commerciaux à travers les Amériques, en Europe et en Asie-Pacifique.

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159QZ22, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2021







Submission Documents
424B2 1 p54425238-424b2.htm (BPNMXE10) PS - BNS CAP BUF LEV NOTES (MXEA) (US064159QZ22)
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 2 8 6 1 4
T he Ba nk of N ova Sc ot ia
$ 4 ,2 6 9 ,0 0 0 Ca ppe d Buffe re d Enha nc e d Pa rt ic ipa t ion N ot e s
Link e d t o t he M SCI EAFE® I nde x Due Se pt e m be r 1 5 , 2 0 2 1

T he not e s do not be a r int e re st . The amount that you will be paid on your notes at maturity (September 15, 2021) is based on the performance of the MSCI
EAFE® Index (the reference asset) as measured from the trade date (November 27, 2019) to and including the valuation date (September 13, 2021).
If the final level on the valuation date is greater than the initial level of 1,984.60, the return on your notes will be positive and will equal 160% times the percentage
change, which is the percentage increase or decrease in the final level from the initial level, subject to the maximum payment amount of $1,212.00 for each $1,000
principal amount of your notes. If the final level declines by up to 12.50% from the initial level, you will receive the principal amount of your notes. I f t he fina l le ve l
de c line s by m ore t ha n 1 2 .5 0 % from t he init ia l le ve l, t he re t urn on your not e s w ill be ne ga t ive a nd you m a y lose your e nt ire princ ipa l
a m ount . Spe c ific a lly, you w ill lose a pprox im a t e ly 1 .1 4 2 9 % for e ve ry 1 % ne ga t ive pe rc e nt a ge c ha nge be low 8 7 .5 0 % of t he init ia l le ve l.
Any pa ym e nt on your not e s is subje c t t o t he c re dit w ort hine ss of T he Ba nk of N ova Sc ot ia .
To determine your payment at maturity, we will first calculate the percentage change. At maturity, for each $1,000 principal amount of your notes:
?
if the final level is greater than the initial level (the percentage change is positive), you will receive an amount in cash equal to the sum of (i) $1,000 plus (ii) the
product of (a) $1,000 times (b) the percentage change times (c) 160%, subject to the maximum payment amount;
?
if the final level is equal to the initial level or less than the initial level, but not by more than 12.50% (the percentage change is zero or negative but equal to or
greater than -12.50%), you will receive an amount in cash equal to $1,000; or
?
if the final level is less than the initial level by more than 12.50% (the percentage change is negative and is less than -12.50%), you will receive an amount in
cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the buffer rate of approximately 114.29% times (c) the sum of the percentage
change plus 12.50%.
Following the determination of the initial level, the amount you will be paid on your notes at maturity will not be affected by the closing level of the reference asset on
any day other than the valuation date. I n a ddit ion, no pa ym e nt s on your not e s w ill be m a de prior t o m a t urit y.
I nve st m e nt in t he not e s involve s c e rt a in risk s. Y ou should re fe r t o "Addit iona l Risk s" be ginning on pa ge P -1 5 of t his pric ing supple m e nt
a nd "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 a c c om pa nying produc t prospe c t us supple m e nt a nd
"Risk Fa c t ors" be ginning on pa ge S -2 of t he a c c om pa nying prospe c t us supple m e nt a nd on pa ge 5 of t he a c c om pa nying prospe c t us.
T he init ia l e st im a t e d va lue of your not e s a t t he t im e t he t e rm s of your not e s w e re se t on t he t ra de da t e w a s $ 9 9 6 .0 0 pe r $ 1 ,0 0 0
princ ipa l a m ount , w hic h is le ss t ha n t he origina l issue pric e of your not e s list e d be low . See "Additional Information Regarding Estimated Value of
the Notes" on the following page and "Additional Risks" beginning on page P-15 of this document for additional information. The actual value of your notes at any
time will reflect many factors and cannot be predicted with accuracy.

Per Note
Total
Original Issue Price
100.00%
$4,269,000.00
Underwriting commissions
0.00%
$0.00
Proceeds to The Bank of Nova Scotia
100.00%
$4,269,000.00
N EI T H ER T H E U N I T ED ST AT ES SECU RI T I ES AN D EX CH AN GE COM M I SSI ON N OR AN Y ST AT E SECU RI T I ES COM M I SSI ON H AS APPROV ED
OR DI SAPPROV ED OF T H E N OT ES OR PASSED U PON T H E ACCU RACY OR T H E ADEQU ACY OF T H I S PRI CI N G SU PPLEM EN T , T H E
ACCOM PAN Y I N G PROSPECT U S, ACCOM PAN Y I N G PROSPECT U S SU PPLEM EN T OR ACCOM PAN Y I N G PRODU CT PROSPECT U S
SU PPLEM EN T . AN Y REPRESEN T AT I ON T O T H E CON T RARY I S A CRI M I N AL OFFEN SE.
T H E N OT ES ARE N OT I N SU RED BY T H E CAN ADA DEPOSI T I N SU RAN CE CORPORAT I ON (T H E "CDI C") PU RSU AN T T O T H E CAN ADA
DEPOSI T I N SU RAN CE CORPORAT I ON ACT (T H E "CDI C ACT ") OR T H E U .S. FEDERAL DEPOSI T I N SU RAN CE CORPORAT I ON OR AN Y
OT H ER GOV ERN M EN T AGEN CY OF CAN ADA, T H E U N I T ED ST AT ES OR AN Y OT H ER J U RI SDI CT I ON .

Sc ot ia Ca pit a l (U SA) I nc .

Pricing Supplement dated November 27, 2019

The Capped Buffered Enhanced Participation Notes Linked to the MSCI EAFE® Index Due September 15, 2021 (the "notes") offered hereunder are unsubordinated
and unsecured obligations of The Bank of Nova Scotia (the "Bank") and are subject to investment risks including possible loss of the principal amount invested due to
the negative performance of the reference asset and the credit risk of The Bank of Nova Scotia. As used in this pricing supplement, the "Bank," "we," "us" or "our"
refers to The Bank of Nova Scotia. The notes will not be listed on any U.S. securities exchange or automated quotation system.
The return on your notes will relate to the price return of the reference asset and will not include a total return or dividend component. The notes are derivative
products based on the performance of the reference asset. The notes do not constitute a direct investment in any of the shares, units or other securities represented
by the reference asset. By acquiring the notes, you will not have a direct economic or other interest in, claim or entitlement to, or any legal or beneficial ownership of
any such share, unit or security and will not have any rights as a shareholder, unitholder or other security holder of any of the issuers including, without limitation, any
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Submission Documents
voting rights or rights to receive dividends or other distributions.
Scotia Capital (USA) Inc. ("SCUSA"), our affiliate, has agreed to purchase the notes from us for distribution to one or more registered broker dealers. SCUSA or any
of its affiliates or agents may use this pricing supplement in market-making transactions in notes after their initial sale. Unless we, SCUSA or another of our affiliates
or agents selling such notes to you informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See
"Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement and "Supplemental Plan of Distribution (Conflicts of Interest)" on page PS-36 of
the accompanying product prospectus supplement.
The original issue price, commissions and proceeds to the Bank listed above relate to the notes we issue initially. We may decide to sell additional notes after the
date of this pricing supplement, at original issue prices and with commissions and proceeds to the Bank 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 original issue price you pay for such notes.
Addit iona l I nform a t ion Re ga rding Est im a t e d V a lue of t he N ot e s
On the cover page of this pricing supplement, the Bank has provided the initial estimated value for the notes. The estimated value was determined by reference to
the Bank's internal pricing models, which take into consideration certain factors, such as the Bank's internal funding rate on the trade date and the Bank's
assumptions about market parameters. For more information about the initial estimated value, see "Additional Risks" beginning on page P-15.
The economic terms of the notes (including the maximum payment amount) are based on the Bank's internal funding rate, which is the rate the Bank would pay to
borrow funds through the issuance of similar market-linked notes, any underwriting discount and the economic terms of certain related hedging arrangements. Due to
these factors, the original issue price you pay to purchase the notes is greater than the initial estimated value of the notes. The Bank's internal funding rate is typically
lower than the rate the Bank would pay when it issues conventional fixed rate debt securities as discussed further under "Additional Risks -- Neither the Bank's nor
SCUSA's estimated value of the notes at any time is determined by reference to credit spreads or the borrowing rate the Bank would pay for its conventional fixed-
rate debt securities". The Bank's use of its internal funding rate reduces the economic terms of the notes to you.
The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including SCUSA's customary bid and ask spreads) at
which SCUSA would initially buy or sell notes in the secondary market (if SCUSA makes a market, which it is not obligated to do) is equal to approximately SCUSA's
estimate of the market value of your notes on the trade date, based on its pricing models and taking into account the Bank's internal funding rate, plus an additional
amount (initially equal to $4.00 per $1,000 principal amount).
Prior to February 27, 2020, the price (not including SCUSA's customary bid and ask spreads) at which SCUSA would buy or sell your notes (if it makes a market,
which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to SCUSA's pricing
models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through February 26,
2020). On and after February 27, 2020, the price (not including SCUSA's customary bid and ask spreads) at which SCUSA would buy or sell your notes (if it makes a
market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models. For additional information regarding
the price at which SCUSA would buy or sell your notes (if SCUSA makes a market, which it is not obligated to do), each based on SCUSA's pricing models; see
"Additional Risks -- The price at which SCUSA would buy or sell your notes (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA's
estimated value of your notes".
We urge you t o re a d t he "Addit iona l Risk s" be ginning on pa ge P -1 5 of t his pric ing supple m e nt .
P-2

Sum m a ry
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the accompanying prospectus,
accompanying prospectus supplement, and accompanying product prospectus supplement, each filed with the Securities and Exchange Commission ("SEC"). See
"Additional Terms of Your Notes" in this pricing supplement.

I ssue r:
The Bank of Nova Scotia (the "Bank")


I ssue :
Senior Note Program, Series A


CU SI P/I SI N :
064159QZ2 / US064159QZ22


T ype of N ot e s:
Capped Buffered Enhanced Participation Notes


Re fe re nc e Asse t :
The MSCI EAFE® Index (Bloomberg Ticker: MXEA)


M inim um I nve st m e nt a nd
$1,000 and integral multiples of $1,000 in excess thereof
De nom ina t ions:


Princ ipa l Am ount :
$1,000 per note; $4,269,000 in the aggregate for all the offered notes; the aggregate principal amount of the offered
notes may be increased if the Bank, at its sole option, decides to sell an additional amount of the offered notes on a
date subsequent to the date of this pricing supplement.


Origina l I ssue Pric e :
100% of the principal amount of each note


Curre nc y:
U.S. dollars


T ra de Da t e :
November 27, 2019
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Origina l I ssue Da t e :
December 5, 2019



Delivery of the notes will be made against payment therefor on the 5th business day following the date of pricing of
the notes (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the Securities Exchange Act of
1934, as amended, trades in the secondary market generally are required to settle in two business days ("T+2"),
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the
notes on or prior to the second business day before delivery of the notes will be required, by virtue of the fact that
each note initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a
failed settlement.


V a lua t ion Da t e :
September 13, 2021
The valuation date could be delayed by the occurrence of a market disruption event. See "General Terms of the
Notes--Market Disruption Events" beginning on page PS-20 in the accompanying product prospectus supplement.
Further, if the valuation date is not a trading day, the valuation date will be postponed in the same manner as if a
market disruption event has occurred.


M a t urit y Da t e :
September 15, 2021, subject to adjustment due to a market disruption event, a non-trading day or a non-business
day as described in more detail under "General Terms of the Notes--Maturity Date" on page PS-18 in the
accompanying product prospectus supplement.


Princ ipa l a t Risk :
You may lose all or a substantial portion of your initial investment at maturity if there is a percentage decrease from
the initial level to the final level of more than 12.50%.

P-3



Purc ha se a t a m ount ot he r t ha n The amount we will pay you on the maturity date for your notes will not be adjusted based on the original issue
princ ipa l a m ount :
price you pay for your notes, so if you acquire notes at a premium (or discount) to the principal amount and hold
them to the maturity date, it could affect your investment in a number of ways. The return on your investment in
such notes will be lower (or higher) than it would have been had you purchased the notes at the principal amount.
Also, the stated buffer level would not offer the same measure of protection to your investment as would be the
case if you had purchased the notes at the principal amount. Additionally, the maximum payment amount would be
triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See
"Additional Risks--If you purchase your notes at a premium to the principal amount, the return on your investment
will be lower than the return on notes purchased at the principal amount and the impact of certain key terms of the
notes will be negatively affected" beginning on page P-19 of this pricing supplement.


Fe e s a nd Ex pe nse s:
As part of the distribution of the notes, SCUSA or one of our other affiliates has agreed to sell the notes to certain
unaffiliated securities dealers at the original issue price per note specified on the cover hereof. See "Supplemental
Plan of Distribution (Conflicts of Interest)" in this pricing supplement.

The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits
that the Bank or its affiliates expect to realize in connection with hedging activities related to the notes, as set forth
below under "Supplemental Plan of Distribution (Conflicts of Interest)". These costs and profits will likely reduce the
secondary market price, if any secondary market develops, for the notes. As a result, you may experience an
immediate and substantial decline in the market value of your notes on the trade date. See "Additional Risks--
Hedging activities by the Bank and SCUSA may negatively impact investors in the notes and cause our respective
interests and those of our clients and counterparties to be contrary to those of investors in the notes" in this pricing
supplement.


Pa ym e nt a t M a t urit y:
The payment at maturity, for each $1,000 principal amount of notes, will be based on the performance of the
reference asset and will be calculated as follows:



· If the final level is greater than the initial level, then the payment at maturity will equal:
o

The lesser of (a) principal amount + [principal amount x percentage change x participation rate] and (b)
maximum payment amount

· If the final level is greater than or equal to the buffer level, but less than or equal to the initial level, then the
payment at maturity will equal the principal amount
· If the final level is less than the buffer level, then the payment at maturity will equal:
o

principal amount + [principal amount x buffer rate x (percentage change + buffer percentage)]
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Submission Documents

In this case you will suffer a percentage loss on your initial investment equal to the buffer rate multiplied by
the negative percentage change in excess of the buffer percentage. Accordingly, you could lose up to 100%
of your initial investment.


Closing Le ve l:
As used herein, the "closing level" of the reference asset on any date will be determined based upon the closing
level published on the Bloomberg Professional® service ("Bloomberg") page "MXEA<Index>" or any

P-4



successor page on Bloomberg or any successor service, as applicable, on such date. Currently, Bloomberg reports
the closing level of the reference asset to fewer decimal places than MSCI Inc., the sponsor of the reference asset
(the ''sponsor''). As a result, the closing level of the reference asset reported by Bloomberg generally may be lower
or higher than the official closing level of the reference asset published by the sponsor.


I nit ia l Le ve l:
1,984.60, which was the closing level of the reference asset on the trade date.


Fina l Le ve l:
The closing level of the reference asset on the valuation date. In certain special circumstances, the final level will be
determined by the calculation agent, in its discretion. See "General Terms of the Notes--Unavailability of the Level
of the Reference Asset on a Valuation Date" beginning on page PS-19 and "General Terms of the Notes--Market
Disruption Events" beginning on page PS-20 in the accompanying product prospectus supplement.


Pe rc e nt a ge Cha nge :
The percentage change, expressed as a percentage, with respect to the payment at maturity, is calculated as
follows:

final level ­ initial level
initial level
For the avoidance of doubt, the percentage change may be a negative value.


Pa rt ic ipa t ion Ra t e :
160.00%


Buffe r Le ve l:
87.50% of the initial level


Buffe r Pe rc e nt a ge :
12.50%


Buffe r Ra t e :
The quotient of the initial level divided by the buffer level, which equals approximately 114.29%


M a x im um Pa ym e nt Am ount :
$1,212.00 for each $1,000 principal amount of your notes, which equals the principal amount x 121.200%. The
maximum payment amount sets a cap on appreciation of the reference asset of 13.25%.


Form of N ot e s:
Book-entry


Ca lc ula t ion Age nt :
Scotia Capital Inc., an affiliate of the Bank


St a t us:
The notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari passu with all
other direct, unsecured and unsubordinated indebtedness of the Bank from time to time outstanding (except as
otherwise prescribed by law). Holders will not have the benefit of any insurance under the provisions of the CDIC
Act, the U.S. Federal Deposit Insurance Act or under any other deposit insurance regime of any jurisdiction.


T a x Re de m pt ion:
The Bank (or its successor) may redeem the notes, in whole but not in part, at a redemption price determined by
the calculation agent in a manner reasonably calculated to preserve your and our relative economic position, if it is
determined that changes in tax laws or their interpretation will result in the Bank (or its successor) becoming
obligated to pay additional amounts with respect to the notes. See "Tax Redemption" in

P-5

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Submission Documents


the accompanying product prospectus supplement.


List ing:
The notes will not be listed on any securities exchange or quotation system.


U se of Proc e e ds:
General corporate purposes


Cle a ra nc e a nd Se t t le m e nt :
Depository Trust Company


T ra ding Da y:
A day on which the reference asset is scheduled to be calculated and published by the sponsor of the reference
asset (the "sponsor"), regardless of whether one or more of the principal securities markets for the stocks
comprising the reference asset (the "reference asset constituent stocks") are closed on that day.


Busine ss Da y:
New York and Toronto


T e rm s I nc orpora t e d:
All of the terms appearing above the item under the caption "General Terms of the Notes" beginning on page PS-15
in the accompanying product prospectus supplement, as modified by this pricing supplement.


Ca na dia n Ba il-in:
The notes are not bail-inable debt securities under the CDIC Act.

I N V EST I N G I N T H E N OT ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE ALL OR A SU BST AN T I AL PORT I ON OF Y OU R I N V EST M EN T .
AN Y PAY M EN T ON T H E N OT ES, I N CLU DI N G AN Y REPAY M EN T OF PRI N CI PAL, I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF T H E BAN K .
I F T H E BAN K WERE T O DEFAU LT ON I T S PAY M EN T OBLI GAT I ON S Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E
N OT ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .
P-6

ADDI T I ON AL T ERM S OF Y OU R N OT ES
You should read this pricing supplement together with the prospectus dated December 26, 2018, as supplemented by the prospectus supplement dated December
26, 2018 and the product prospectus supplement (Equity Linked Index Notes, Series A) dated December 26, 2018, relating to our Senior Note Program, Series A, 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 between this pricing supplement and any of the foregoing, the following hierarchy will govern: first, this pricing supplement;
second, the accompanying product prospectus supplement; third, the prospectus supplement; and last, the prospectus. The notes may vary from the terms
described in the accompanying prospectus, accompanying prospectus supplement and accompanying product prospectus supplement in several
important ways. You should read this pricing supplement carefully, including the documents incorporated by reference herein.
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 Specific to the
Notes" in the accompanying product prospectus supplement, 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).
Product Prospectus Supplement (Equity Linked Index Notes, Series A) dated December 26, 2018:
ht t p://w w w .se c .gov/Arc hive s/e dga r/da t a /9 6 3 1 /0 0 0 0 9 1 4 1 2 1 1 8 0 0 2 4 8 3 /bn5 0 6 8 2 4 4 1 -4 2 4 b2 .ht m
Prospectus Supplement dated December 26, 2018:
ht t p://w w w .se c .gov/Arc hive s/e dga r/da t a /9 6 3 1 /0 0 0 0 9 1 4 1 2 1 1 8 0 0 2 4 7 3 /bn5 0 6 7 6 9 8 4 -4 2 4 b3 .ht m
Prospectus dated December 26, 2018:
ht t p://w w w .se c .gov/Arc hive s/e dga r/da t a /9 6 3 1 /0 0 0 1 1 9 3 1 2 5 1 8 3 5 7 5 3 7 /d6 7 7 7 3 1 d4 2 4 b3 .ht m
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I N V EST OR SU I T ABI LI T Y

The notes may be suitable for you if:

?
You fully understand the risks inherent in an investment in the notes, including the risk of losing all or a substantial portion of your initial investment.


?
You can tolerate a loss of up to 100% of your initial investment.


?
You are willing to make an investment that, if the final level is less than the buffer level, has an accelerated downside risk greater than the downside market
risk of a hypothetical investment in the reference asset or in the reference asset constituent stocks.


?
You believe that the level of the reference asset will appreciate over the term of the notes and that the appreciation is unlikely to exceed the cap on
appreciation within the maximum payment amount.


?
You are willing to hold the notes to maturity, a term of approximately 21.5 months, and accept that there may be little or no secondary market for the notes.

?
You understand and accept that your potential payment at maturity is limited to the maximum payment amount and you are willing to invest in the notes based
on the maximum payment amount indicated on the cover hereof.


?
You can tolerate fluctuations in the price of the notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the reference
asset or in the price of the reference asset constituent stocks.


?
You do not seek current income from your investment.


?
You seek an investment with exposure to companies in the developed markets of Europe, Asia, Australia and the Far East.


?
You are willing to assume the credit risk of the Bank for all payments under the notes, and understand that if the Bank defaults on its obligations you may not
receive any amounts due to you including any repayment of principal.

The notes may not be suitable for you if:
?
You do not fully understand the risks inherent in an investment in the notes, including the risk of losing all or a substantial portion of your initial investment.


?
You require an investment designed to guarantee a full return of principal at maturity.


?
You cannot tolerate a loss of all or a substantial portion of your initial investment.


?
You are not willing to make an investment that, if the final level is less than the buffer level, has an accelerated downside risk greater than the downside
market risk of a hypothetical investment in the reference asset or in the reference asset constituent stocks.


?
You believe that the level of the reference asset will decline during the term of the notes and the final level will likely be less than the buffer level, or you
believe the level of the reference asset will appreciate over the term of the notes and that the appreciation is likely to equal or exceed the cap on appreciation
within the maximum payment amount.


?
You seek an investment that has unlimited return potential without a cap on appreciation or you are unwilling to invest in the notes based on the maximum
payment amount indicated on the cover hereof.


?
You cannot tolerate fluctuations in the price of the notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the
reference asset or in the price of the reference asset constituent stocks.


?
You seek current income from your investment or prefer to receive dividends paid on the reference asset constituent stocks.


?
You are unable or unwilling to hold the notes to maturity, a term of approximately 21.5 months, or you seek an investment for which there will be a secondary
market.
P-8


?
You do not seek an investment with exposure to companies in the developed markets of Europe, Asia, Australia and the Far East.


?
You are not willing to assume the credit risk of the Bank for all payments under the notes.
T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he not e s a re a suit a ble inve st m e nt for you
w ill de pe nd on your individua l c irc um st a nc e s a nd you should re a c h a n inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l,
t a x , a c c ount ing a nd ot he r a dvisors ha ve c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he not e s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w ''Addit iona l Risk s'' in t his pric ing supple m e nt a nd t he ''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 a c c om pa nying produc t prospe c t us supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge S -2 of t he
a c c om pa nying prospe c t us supple m e nt a nd on pa ge 5 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n inve st m e nt in t he not e s.
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P-9

H Y POT H ET I CAL PAY M EN T S AT M AT U RI T Y ON T H E N OT ES
The examples set out below are included for illustration purposes only. They should not be taken as an indication or prediction of future investment results and are
intended merely to illustrate the impact that the various hypothetical reference asset levels on the valuation date could have on the payment at maturity assuming all
other variables remain constant.
The examples below are based on a range of final levels that are entirely hypothetical; the level of the reference asset on any day throughout the life of the notes,
including the final level on the valuation date, cannot be predicted. The reference asset has been highly volatile in the past, meaning that the level of the reference
asset has changed considerably in relatively short periods, and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date at the
principal amount and held to the maturity date. If you sell your notes in a secondary market prior to the maturity date, your return will depend upon the market value
of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the examples below, such as interest rates, the volatility of
the reference asset and our creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes were set on the trade date (as
determined by reference to pricing models used by us) is less than the original issue price of your notes. For more information on the estimated value of your notes,
see "Additional Risks-- The Bank's initial estimated value of the notes at the time of pricing (when the terms of your notes were set on the trade date) is lower than
the original issue price of the notes" on page P-15 of this pricing supplement. The information in the examples also reflect the key terms and assumptions in the box
below.
K e y T e rm s a nd Assum pt ions
Principal amount
$1,000
Participation rate
160.00%
Maximum payment amount
$1,212.00 for each $1,000 principal amount of your notes
Buffer level
87.50% of the initial level
Buffer percentage
12.50%
Buffer rate
Approximately 114.29%
Neither a market disruption event nor a non-trading day occurs on the originally scheduled valuation date

No change in or affecting any of the reference asset constituent stocks or the method by which the sponsor calculates the reference asset

Notes purchased on the original issue date at the principal amount and held to the maturity date
The actual performance of the reference asset over the life of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical
examples shown below or to the historical levels of the reference asset shown elsewhere in this pricing supplement. For information about the historical levels of the
reference asset, see "Information Regarding the Reference Asset--Historical Information" below.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax
liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the reference asset constituent stocks.
The levels in the left column of the table below represent hypothetical final levels and are expressed as percentages of the initial level. The amounts in the right
column represent the hypothetical payment at maturity, based on the corresponding hypothetical final level, and are expressed as percentages of the principal amount
of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical payment at maturity of 100.000% means that the value of the cash payment that
we would pay for each $1,000 of the outstanding principal amount of the offered notes on the maturity date would equal 100.000% of the principal amount of a note,
based on the corresponding hypothetical final level and the assumptions noted above.
P-10

H ypot he t ic a l Fina l Le ve l
H ypot he t ic a l Pa ym e nt a t M a t urit y
(a s Pe rc e nt a ge of I nit ia l Le ve l)
(a s Pe rc e nt a ge of Princ ipa l Am ount )
150.000%
121.200%
140.000%
121.200%
130.000%
121.200%
120.000%
121.200%
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1 1 3 .2 5 0 %
1 2 1 .2 0 0 %
110.000%
116.000%
105.000%
108.000%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
95.000%
100.000%
90.000%
100.000%
8 7 .5 0 0 %
1 0 0 .0 0 0 %
80.000%
91.429%
70.000%
80.000%
60.000%
68.571%
50.000%
57.143%
25.000%
28.571%
0 .0 0 0 %
0 .0 0 0 %

If, for example, the final level were determined to be 25.000% of the initial level, the payment at maturity that we would pay on your notes at maturity would be
approximately 28.571% of the principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the
principal amount and held them to the maturity date, you would lose approximately 71.429% of your investment (if you purchased your notes at a premium to the
principal amount you would lose a correspondingly higher percentage of your investment). If the final level were determined to be 0.000% of the initial level, you
would lose 100.000% of your investment in the notes. In addition, if the final level were determined to be 150.000% of the initial level, the payment at maturity that we
would pay on your notes would be capped at the maximum payment amount, or 121.200% of each $1,000 principal amount of your notes, as shown in the table
above. If you hold your notes to maturity, you will not benefit from any increase in the level of the reference asset to a final level that is greater than 113.250% of the
initial level.
P-11

The following chart shows a graphical illustration of the hypothetical payment at maturity that we would pay on your notes on the maturity date, if the final level were
any of the hypothetical levels shown on the horizontal axis. T he hypot he t ic a l pa ym e nt s a t m a t urit y in t he c ha rt a re e x pre sse d a s pe rc e nt a ge s of
t he princ ipa l a m ount of your not e s a nd t he hypot he t ic a l fina l le ve ls a re e x pre sse d a s pe rc e nt a ge s of t he init ia l le ve l. T he c ha rt show s
t ha t a ny hypot he t ic a l fina l le ve l of le ss t ha n 8 7 .5 0 0 % (t he se c t ion le ft of t he 8 7 .5 0 0 % m a rk e r on t he horizont a l a x is) w ould re sult in a
hypot he t ic a l pa ym e nt a t m a t urit y of le ss t ha n 1 0 0 .0 0 0 % of t he princ ipa l a m ount of your not e s (t he se c t ion be low t he 1 0 0 .0 0 0 % m a rk e r
on t he ve rt ic a l a x is) a nd, a c c ordingly, in a loss of princ ipa l t o t he holde r of t he not e s. T he c ha rt a lso show s t ha t a ny hypot he t ic a l fina l
le ve l of gre a t e r t ha n or e qua l t o 1 1 3 .2 5 0 % (t he se c t ion right of t he 1 1 3 .2 5 0 % m a rk e r on t he horizont a l a x is) w ould re sult in a c a ppe d
re t urn on your inve st m e nt .
P-12
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The following examples illustrate the calculation of the payment at maturity based on the key terms and assumptions above. The amounts below have been rounded
for ease of analysis.
Example 1--
Calculation of the payment at maturity where the percentage change is positive.



Percentage Change:
5.00%




Payment at Maturity:
$1,000.00 + ($1,000.00 x 160.00% x 5.00%) = $1,000.00 + $80.00 = $1,080.00




On a $1,000.00 investment, a 5.00% percentage change results in a payment at maturity of $1,080.00.



Example 2--
Calculation of the payment at maturity where the percentage change is positive and the payment at maturity is subject to the maximum
payment amount.



Percentage Change:
50.00%




Payment at Maturity:
$1,000.00 + ($1,000.00 x 160.00% x 50.00%) = $1,000.00 + $800.00 = $1,800.00. However, the maximum
payment amount is $1,212.00 and the payment at maturity would be $1,212.00.




On a $1,000.00 investment, a 50.00% percentage change results in a payment at maturity of $1,212.00.



Example 3--
Calculation of the payment at maturity where the percentage change is negative but is equal to or greater than -12.50%.



Percentage Change:
-8.00%




Payment at Maturity:
$1,000.00 (at maturity, if the percentage change is negative BUT the decrease is not more than the buffer
percentage, then the payment at maturity will equal the principal amount).




On a $1,000.00 investment, a -8.00% percentage change results in a payment at maturity of $1,000.00.



Example 4--
Calculation of the payment at maturity where the percentage change is negative and is less than -12.50%.



Percentage Change:
-50.00%




Payment at Maturity:
$1,000.00 + [$1,000.00 x 114.29% x (-50.00% + 12.50%)] = $1,000.00 - $428.57 = $571.43




On a $1,000.00 investment, a -50.00% percentage change results in a payment at maturity of $571.43.

Ac c ordingly, if t he pe rc e nt a ge c ha nge is le ss t ha n -1 2 .5 0 % , t he Ba nk w ill pa y you le ss t ha n t he full princ ipa l a m ount ,
re sult ing in a pe rc e nt a ge loss on your inve st m e nt t ha t is e qua l t o t he buffe r ra t e multiplied by t he ne ga t ive pe rc e nt a ge
c ha nge in e x c e ss of t he buffe r pe rc e nt a ge . Y ou m a y lose up t o 1 0 0 % of your princ ipa l a m ount .
P-13

Any payment on the notes, including any repayment of principal, is subject to the creditworthiness of the Bank. If the Bank were to default on its payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
The payments at maturity shown above are entirely hypothetical; they are based on hypothetical levels of the reference asset that may not be achieved on the
valuation date and on assumptions that may prove to be erroneous. The actual market value of your notes on the maturity date or at any other time, including any
time you may wish to sell your notes, may bear little relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed as an
indication of the financial return on an investment in the offered notes. The hypothetical payments at maturity on the notes held to the maturity date in the examples
above assume you purchased your notes at their principal amount and have not been adjusted to reflect the actual original issue price you pay for your notes. The
return on your investment (whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price
other than the principal amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above
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Submission Documents
examples. Please read "Additional Risks--The price at which the notes may be sold prior to maturity will depend on a number of factors and may be substantially
less than the amount for which they were originally purchased" on page P-20 of this pricing supplement.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the notes
are economically equivalent to a combination of a non- interest-bearing bond bought by the holder and one or more options entered into between the holder and us
(with one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal
income tax treatment of the notes, as described elsewhere in this pricing supplement.
We cannot predict the actual final level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the
level of the reference asset and the market value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and
the rate of return on the offered notes will depend on the actual final level, which will be determined by the calculation agent as described above. Moreover, the
assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if
any, on the maturity date may be very different from the information reflected in the examples above.
P-14

ADDI T I ON AL RI SK S
An investment in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read "Additional Risk Factors
Specific to the Notes" beginning on page PS-6 of the accompanying product prospectus supplement and "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement and page 5 of the accompanying prospectus.
You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your advisors, of the
suitability of the notes in light of your particular financial circumstances and the information set forth in this pricing supplement and the accompanying prospectus,
accompanying prospectus supplement and accompanying product prospectus supplement.
T he Ba nk 's init ia l e st im a t e d va lue of t he not e s a t t he t im e of pric ing (w he n t he t e rm s of your not e s w e re se t on t he t ra de da t e ) is low e r
t ha n t he origina l issue pric e of t he not e s
The Bank's initial estimated value of the notes is only an estimate. The original issue price of the notes exceeds the Bank's initial estimated value. The difference
between the original issue price of the notes and the Bank's initial estimated value reflects costs associated with selling and structuring the notes, as well as hedging
its obligations under the notes with a third party.
N e it he r t he Ba nk 's nor SCU SA's e st im a t e d va lue of t he not e s a t a ny t im e is de t e rm ine d by re fe re nc e t o c re dit spre a ds or t he borrow ing
ra t e t he Ba nk w ould pa y for it s c onve nt iona l fix e d -ra t e de bt se c urit ie s
The Bank's initial estimated value of the notes and SCUSA's estimated value of the notes at any time are determined by reference to the Bank's 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 the Bank's
conventional fixed-rate debt securities and the borrowing rate the Bank would pay for its conventional fixed-rate debt securities. This discount is based on, among
other things, the Bank's 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 the Bank's conventional fixed-rate debt. If the interest rate implied by the credit spreads for the Bank's conventional fixed-rate debt
securities, or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities were to be used, the Bank would expect the economic terms of the
notes to be more favorable to you. Consequently, the use of an internal funding rate for the notes increases the estimated value of the notes at any time and has an
adverse effect on the economic terms of the notes.
T he Ba nk 's init ia l e st im a t e d va lue of t he not e s doe s not re pre se nt fut ure va lue s of t he not e s a nd m a y diffe r from ot he rs' (inc luding
SCU SA's) e st im a t e s
The Bank's initial estimated value of the notes was determined by reference to its internal pricing models when the terms of the notes were set. These pricing models
consider certain factors, such as the Bank's internal funding rate on the trade date, the expected term of the notes, market conditions and other relevant factors
existing at that time, and the Bank's assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different
pricing models and assumptions (including the pricing models and assumptions used by SCUSA) could provide valuations for the notes that are different, and perhaps
materially lower, from the Bank's initial estimated value. Therefore, the price at which SCUSA would buy or sell your notes (if SCUSA makes a market, which it is not
obligated to do) may be materially lower than the Bank's initial estimated value. In addition, market conditions and other relevant factors in the future may change,
and any assumptions may prove to be incorrect.
T he pric e a t w hic h SCU SA w ould buy or se ll your not e s (if SCU SA m a k e s a m a rk e t , w hic h it is not obliga t e d t o do) w ill be ba se d on
SCU SA's e st im a t e d va lue of your not e s
SCUSA's estimated value of the notes is determined by reference to its pricing models and takes into account the Bank's internal funding rate. The price at which
SCUSA would initially buy or sell your notes in the secondary market (if SCUSA makes a market, which it is not obligated to do) exceeds SCUSA's estimated value of
your notes at the time of pricing. As agreed by SCUSA and the distribution participants, this excess (i.e., the additional amount described under "Additional
Information Regarding Estimated Value of the Notes" above) will decline to zero on a straight line basis over the period from the trade date through the applicable
date set forth under "Additional Information Regarding Estimated Value of the Notes" above. Thereafter, if SCUSA buys or sells your notes it will do so at prices that
reflect the estimated value determined by reference to SCUSA's pricing models at that time. The price at which SCUSA will buy or sell your notes at any time also will
reflect its then current bid and ask spread for similar sized trades of structured notes. If SCUSA calculated its estimated value
P-15
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