Bond CBIC 0% ( US13605WCR07 ) in USD

CBIC

99.55 % ▼

Canada

US13605WCR07 ( in USD )

03/05/2022 - Bond has expired

Prospectus brochure of the bond CIBC US13605WCR07 in USD 0%, expired

13605WCR0

CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in USD, with the ISIN code US13605WCR07, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/05/2022

424B2 1 a17-12173_6424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT No. WF-27 dated April 28, 2017
(To Prospectus Supplement dated March 28, 2017
and Prospectus dated March 28, 2017)

Ca na dia n I m pe ria l Ba nk of Com m e rc e
Se nior Globa l M e dium -T e rm N ot e s (St ruc t ure d N ot e s)

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¢
Linked to the S&P 500® Index

¢
Unlike ordinary debt securities, the securities do not pay interest at a specified rate or repay a fixed amount of principal at
maturity. Instead, the securities provide for a payment at maturity that may be greater than, equal to or less than the principal
amount of the securities, depending on the performance of the Index from its starting level to its ending level. The payment at
maturity will reflect the following terms:

¢
If the level of the Index increases, you will receive the principal amount plus 150% participation in the upside performance
of the Index, subject to a maximum total return at maturity of 50% of the principal amount

¢
If the level of the Index decreases but the decrease is not more than 15%, you will be repaid the principal amount

¢
If the level of the Index decreases by more than 15%, you will receive less than the principal amount and have 1-to-1
downside exposure to the decrease in the level of the Index in excess of 15%

¢
Investors may lose up to 85% of the principal amount

¢
All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no
ability to pursue any securities included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its
obligations, you could lose all or some of your investment

¢
No periodic interest payments or dividends

¢
No exchange listing; designed to be held to maturity

T he se c urit ie s ha ve c om ple x fe a t ure s a nd inve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n
inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e "Risk Fa c t ors" he re in.

T he se c urit ie s a re unse c ure d obliga t ions of Ca na dia n I m pe ria l Ba nk of Com m e rc e a nd a ll pa ym e nt s on t he se c urit ie s a re subje c t t o t he
c re dit risk of Ca na dia n I m pe ria l Ba nk of Com m e rc e . T he se c urit ie s w ill not c onst it ut e de posit s insure d by t he Ca na da De posit I nsura nc e
Corpora t ion, t he U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a ge nc y or inst rum e nt a lit y of Ca na da , t he U nit e d
St a t e s or a ny ot he r jurisdic t ion.

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 or provinc ia l se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd 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 .

U nde rw rit ing Disc ount a nd
Proc e e ds t o Ca na dia n
Princ ipa l a m ount (1)
Com m ission(2)
I m pe ria l Ba nk of Com m e rc e

Pe r Se c urit y
$1,000.00
$37.90
$962.10

T ot a l
$ 2,857,000.00
$ 108,280.30
$ 2,748,719.70

(1) Our estimated value of the securities on the pricing date, based on our internal pricing models, is $952.30 per security. The estimated value is less than the principal amount of the securities. See "The Estimated
Value of the Securities" in this pricing supplement.
(2) The agent, Wells Fargo Securities, LLC, will receive an underwriting discount of up to $37.90 per security. The agent may resell the securities to other securities dealers at the principal amount less a concession
not in excess of $25.00 per security. Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo
Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $1.20 per security of the underwriting discount to WFA
as a distribution expense fee for each security sold by WFA. See "Use of Proceeds and Hedging" and "Supplemental Plan of Distribution" in this pricing supplement for information regarding how we may
hedge our obligations under the securities.

We lls Fa rgo Se c urit ie s

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ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 and the prospectus supplement dated March 28, 2017,
relating to our Senior Global Medium-Term Notes (Structured Notes), of which these securities are a part, for additional information about the
securities. Information included in this pricing supplement supersedes information in the prospectus supplement and prospectus to the extent it is
different from that information. Certain defined terms used but not defined herein have the meanings set forth in the prospectus supplement and
prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is
authorized to give information other than that contained in this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus, and in the documents referred to in this pricing supplement, the prospectus supplement and the prospectus and which are
made available to the public. We have not, and Wells Fargo Securities, LLC ("Wells Fargo Securities") has not, authorized any other person to
provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.

We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus
supplement or the accompanying prospectus is accurate as of any date other than the date of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying prospectus
supplement, nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):

· Prospectus Supplement dated March 28, 2017 and Prospectus dated March 28, 2017 filed with the SEC on March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465917019619/a17-8647_1424b3.htm

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INVESTMENT DESCRIPTION

The Principal at Risk Securities Linked to the S&P 500® Index due May 3, 2022 (the "securities") are senior unsecured debt securities of Canadian
Imperial Bank of Commerce that do not pay interest at a specified rate or repay a fixed amount of principal at maturity. Instead, the securities
provide for a payment at maturity that may be greater than, equal to or less than the principal amount of the securities depending on the
performance of the S&P 500® Index (the "Index") from its starting level on the pricing date to its ending level on the calculation date. The
securities provide:

(i)
the possibility of a 150% leveraged return at maturity if the level of the Index increases from its starting level to its ending level,

provided that the total return at maturity of the securities will not exceed the maximum total return of 50% of the principal
amount;

(ii)
repayment of principal if, and only if, the ending level of the Index is not less than the starting level by more than 15%; and

(iii)
1-to-1 downside exposure to decreases in the level of the Index if and to the extent the ending level is less than the starting level

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by more than 15%.

If the ending level is less than the starting level by more than 15%, you will receive at maturity less, and up to 85% less, than the principal
amount of your securities. All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce.

The Index is an equity index that is intended to provide an indication of the pattern of common stock price movement in the large capitalization
segment of the United States equity market.

The S&P 500 Index is a product of S&P Dow Jones Indices LLC ("SPDJI"), and has been licensed for use by us. Standard & Poor's®, S&P® and
S&P 500® are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by
us. The securities not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make
any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions
of the S&P 500® Index.

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INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

·
seek 150% leveraged exposure to any upside performance of the Index if the ending level is greater than the starting level, subject to the

maximum total return at maturity of 50% of the principal amount;

·
desire to limit downside exposure to the Index through the 15% buffer;

·
understand that if the ending level is less than the starting level by more than 15%, they will receive at maturity less, and up to 85% less,

than the principal amount per security;

·
are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and

·
are willing to hold the securities until maturity.

The securities are not designed for, and may not be a suitable investment for, investors who:

·
seek a liquid investment or are unable or unwilling to hold the securities to maturity;

·
are unwilling to accept the risk that the ending level of the Index may decrease by more than 15% from the starting level;

·
seek uncapped exposure to the upside performance of the Index;

·
seek full return at maturity of the principal amount of the securities;

·
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the principal amount;

·
seek current income;

·
are unwilling to accept the risk of exposure to the large capitalization segment of the United States equity market;

·
seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the payment at stated maturity for the

securities;

·
are unwilling to accept the credit risk of Canadian Imperial Bank of Commerce to obtain exposure to the Index generally, or to the

exposure to the Index that the securities provide specifically; or

·
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

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TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth in this
pricing supplement, the prospectus supplement dated March 28, 2017 and the prospectus dated March 28, 2017, each filed with the SEC. See
"About This Pricing Supplement" in this pricing supplement.

Market Measure:
S&P 500® Index

Pricing Date:
April 28, 2017

Issue Date:
May 3, 2017

Principal amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.

On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
redemption amount. The "redemption amount" per security will equal:

· if the ending level is greater than the starting level: the lesser of:

(i) $1,000 plus:

Redemption

Amount:
(ii) the capped value;

· if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or

· if the ending level is less than the threshold level: $1,000 minus:

If the ending level is less than the threshold level, you will receive at stated maturity less, and up to 85% less, than
the principal amount of your securities.

May 3, 2022. If a market disruption event occurs and is continuing on the calculation date, the stated maturity date will
be postponed until the later of (i) May 3, 2022 and (ii) five business days after the ending level is determined. See
Stated Maturity
"Additional Terms of the Securities--Market Disruption Events" in this pricing supplement. The securities are not
Date:
subject to redemption at the option of Canadian Imperial Bank of Commerce or repayment at the option of any holder of
the securities prior to the stated maturity date.

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2384.20, the closing level of the Index on the pricing date. The "closing level" of the Index on any trading day means the
Starting Level:
official closing level of the Index as reported by the Index sponsor on such trading day.

Ending Level:
The "ending level" will be the closing level of the Index on the calculation date.

Capped Value:
The "capped value" is 150% of the principal amount per security ($1,500 per security). As a result of the capped value,
the maximum total return at maturity of the securities is 50% of the principal amount.

Threshold Level:
2026.57, which is equal to 85% of the starting level.

Participation Rate:
150%

April 26, 2022 or, if such day is not a trading day, the next succeeding trading day. The calculation date is subject to
postponement due to the occurrence of a market disruption event. See "Additional Terms of the Securities--Market
Disruption Events" in this pricing supplement. A "trading day" means a day, as determined by the calculation agent, on
which (i) the relevant exchanges with respect to each security underlying the Index are scheduled to be open for trading
Calculation Date:
for their respective regular trading sessions and (ii) each related exchange is scheduled to be open for trading for its
regular trading session. The "relevant exchange" for any security underlying the Index means the primary exchange or
quotation system on which such security is traded, as determined by the calculation agent. The "related exchange" for the
Index means each exchange or quotation system where trading has a material effect (as determined by the calculation
agent) on the overall market for futures or options contracts relating to the Index.

Canadian Imperial Bank of Commerce. We may appoint a different calculation agent without your consent and without
notifying you.

Calculation Agent:
All determinations made by the calculation agent will be at the sole discretion of it, and, in the absence of manifest error,
will be conclusive for all purposes and binding on us and you. All percentages and other amounts resulting from any
calculation with respect to the securities will be rounded at the calculation agent's discretion. The calculation agent will
have no liability for its determinations.

A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking
Business Day:
institutions are authorized or obligated by law, regulation or order to close in New York or Toronto.

No Listing:
The securities will not be listed on any securities exchange or quoted on any automated quotation system.

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Clearance and
The Depository Trust Company ("DTC")
Settlement:

By purchasing the securities, each holder agrees to treat them as pre-paid cash-settled derivative contracts for U.S.
federal income tax purposes. Assuming this treatment is respected, gain or loss recognized on the securities should be
treated as long-term capital gain or loss if the holder has held the securities for more than a year. However, if the Internal
Revenue Service were successful in asserting an alternative treatment of the securities, the tax consequences of the
ownership and disposition of the securities might be materially and adversely affected. As described below under
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"United States Federal Income Tax Considerations," the U.S. Treasury Department and the Internal Revenue Service
Material U.S. Tax
released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of "prepaid
Consequences:
forward contracts" and similar instruments. Any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the
character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be
subject to withholding tax, possibly with retroactive effect. Both U.S. and non-U.S. persons considering an investment in
the securities should review carefully the section of this pricing supplement entitled "United States Federal Income Tax
Considerations" and consult their tax advisers regarding the U.S. federal tax consequences of an investment in the
securities (including possible alternative treatments and the issues presented by the notice), as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities dealers acting

as custodians, at the principal amount of the securities less a concession of not in excess of $25.00 per security. Such

securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of Wells
Agent:
Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo
Securities). In addition to the selling concession allowed to WFA, Wells Fargo Securities will pay $1.20 per security of
the underwriting discount to WFA as a distribution expense fee for each security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WCR0 / US13605WCR07

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DETERMINING PAYMENT AT MATURITY

On the stated maturity date, you will receive a cash payment per security (the redemption amount) calculated as follows:

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HYPOTHETICAL PAYOUT PROFILE

The following profile is based on a capped value of 150.00% or $1,500.00 per security, a participation rate of 150% and a threshold level equal to
85% of the starting level. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending level
and whether you hold your securities to maturity.

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PRS-9

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RISK FACTORS

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities or in the Index. You should carefully consider the risk factors set forth below as well as the other information contained in this pricing
supplement and the accompanying prospectus supplement and prospectus, including the documents they incorporate by reference. As described in
more detail below, the value of the securities may vary considerably before the stated maturity date due to events that are difficult to predict and
are beyond our control. You should reach an investment decision only after you have carefully considered with your advisors the suitability of an
investment in the securities in light of your particular circumstances.

If The Ending Level Is Less Than The Threshold Level, You Will Receive At Maturity Less, And Up To 85% Less, Than The Principal
Amount Of Your Securities.

We will not repay you a fixed amount on the securities on the stated maturity date. The redemption amount will depend on the direction of and
percentage change in the ending level of the Index relative to the starting level and the other terms of the securities. Because the level of the Index
will be subject to market fluctuations, the redemption amount you receive may be more or less, and possibly significantly less, than the principal
amount of your securities.

If the ending level is less than the threshold level, the redemption amount that you receive at stated maturity will be reduced by an amount equal to
the decline in the level of the Index to the extent it is below the threshold level (expressed as a percentage of the starting level). The threshold level
is 85% of the starting level. As a result, you may receive less, and up to 85% less, than the principal amount per security at maturity even if the
level of the Index is greater than or equal to the starting level or the threshold level at certain times during the term of the securities.

Even if the ending level is greater than the starting level, the amount you receive at stated maturity may only be slightly greater than the principal
amount, and your yield on the securities may be less than the yield you would earn if you bought a traditional interest-bearing debt security of
Canadian Imperial Bank of Commerce or another issuer with a similar credit rating with the same stated maturity date.

Your Return Will Be Limited By The Capped Value And May Be Lower Than The Return On A Direct Investment In The Index.
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The opportunity to participate in the possible increases in the level of the Index through an investment in the securities will be limited because the
redemption amount will not exceed the capped value. Furthermore, the effect of the participation rate will be progressively reduced for all ending
levels exceeding the ending level at which the capped value is reached.

Your Return On The Securities Could Be Less Than If You Owned Securities Included In The Index.

Your return on the securities will not reflect the return you would realize if you actually owned the securities included in the Index and received
the dividends and other payments paid on those securities. This is in part because the redemption amount payable at stated maturity will be
determined by reference to the ending level of the Index, which will be calculated by reference to the prices of the securities in the Index without
taking into consideration the value of dividends and other payments paid on those securities. In addition, the redemption amount will not be greater
than the capped value.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, because it is possible that the securities may be classified for U.S. federal income tax
purposes as contingent payment debt instruments rather than prepaid forward contracts, you may be required to accrue interest income over the
term of your securities. See "United States Federal Income Tax Considerations" in this pricing supplement.

PRS-10

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The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under
the securities are subject to our creditworthiness, and you will have no ability to pursue any securities included in the Index for payment. As a
result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and,
in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities.

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person
May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on
Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other
factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may
vary depending on the aggregate principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such
secondary market price for the securities will likely be less than the principal amount.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the six-month
period following the issue date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an amount
reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the principal amount.
Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities or any of its
affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities' proprietary pricing models less the
bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline steadily to zero
over this six-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we expect that this
increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities through an
account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your brokerage account statement
may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.

The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex
Ways.

The value of the securities prior to stated maturity will be affected by the level of the Index at that time, interest rates at that time and a number of
other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another
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factor. The following factors, among others, are expected to affect the value of the securities. When we refer to the "value" of your security, we
mean the value you could receive for your security if you are able to sell it in the open market before the stated maturity date.

· Index Performance. The value of the securities prior to maturity will depend substantially on the level of the Index. The price at
which you may be able to sell the securities before stated maturity may be at a discount, which could be substantial, from their
principal amount, if the level of the Index at such time is less than, equal to or not sufficiently above its starting level.

· Capped Value. We anticipate that the value of the securities will always be at a discount to the capped value.

· Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.

· Volatility Of The Index. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the
securities may be affected if the volatility of the Index changes.

PRS-11

M a rk e t Link e d Se c urit ie s--Le ve ra ge d U pside Pa rt ic ipa t ion
t o a Ca p a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he S& P 5 0 0 ® I nde x due M a y 3 , 2 0 2 2

· Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from that
which would be expected based on the then-current level of the Index. This difference will most likely reflect a discount due to
expectations and uncertainty concerning the level of the Index during the period of time still remaining to the maturity date. In general,
as the time remaining to maturity decreases, the value of the securities will approach the amount that could be payable at maturity
based on the then-current level of the Index.

· Dividend Yields On Securities Included In The Index. The value of the securities may be affected by the dividend yields on
securities included in the Index.

· Events Involving Companies Included In The Index. General economic conditions and earnings results of the companies
whose stocks are included in the Index and real or anticipated changes in those conditions or results may affect the value of the
securities. Additionally, as a result of a merger or acquisition, one or more of the stocks in the Index may be replaced with a surviving
or acquiring entity's securities. The surviving or acquiring entity's securities may not have the same characteristics as the stock
originally included in the Index.

· Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings,
financial condition or results of operation may affect the value of the securities. However, because the return on the securities is
dependent upon factors in addition to our ability to pay our obligations under the securities, such as the level of the Index, an
improvement in our credit ratings, financial condition or results of operation will not reduce the other investment risks related to the
securities.

You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change
in the value of the securities attributable to another factor, such as a change in the level of the Index.

Our Estimated Value Of The Securities Is Lower Than The Principal Amount Of The Securities.

Our estimated value is only an estimate using several factors. The principal amount of the securities exceeds our estimated value because costs
associated with selling and structuring the securities, as well as hedging the securities, are included in the principal amount of the securities. See
"The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.

Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This
estimated value was based on market conditions and other relevant factors existing at that time and our assumptions about market parameters,
which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for
the securities that are greater than or less than our estimated value. In addition, market conditions and other relevant factors in the future may
change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among
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