Obligation CBIC 7.3% ( US13605WVL26 ) en USD

CBIC

100 % ⇌

Canada

US13605WVL26 ( en USD )

7.3% par an ( paiement semestriel )

29/07/2021 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WVL26 en USD 7.3%, échue

1 000 USD

1 346 000 USD

13605WVL2

N/A

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WVL26, paye un coupon de 7.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2021

424B2 1 a20-1290_24424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663
Pricing Supplement dated January 24, 2020
(To Equity Index Underlying Supplement dated December 16, 2019, Stock-Linked Underlying Supplement
dated December 16, 2019, Prospectus Supplement dated December 16, 2019, and Prospectus dated
December 16, 2019)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$1,346,000 Contingent Coupon Autocallable Notes Linked to the Worst Performing of the Class B Common Stock of Berkshire Hathaway
Inc., the Russell 2000® Index and the Nasdaq-100® Index due July 29, 2021

·
The Contingent Coupon Autocallable Notes (the "notes") will provide quarterly Contingent Coupon Payments at a rate of 1.825% (7.30% per annum)

until the earlier of maturity or automatic call if, and only if, the Closing Value of the Worst Performing Underlying on the applicable quarterly Coupon
Determination Date is greater than or equal to its Coupon Barrier Value (70% of its Initial Value).
·
If the Closing Value of the Worst Performing Underlying on any Call Observation Date is greater than or equal to its Initial Value, we will automatically

call the notes and pay you on the applicable Call Payment Date the principal amount plus the applicable Contingent Coupon Payment. No further
amounts will be owed to you.
·
If the notes have not been previously called, the Payment at Maturity will depend on whether a Trigger Event occurs (which occurs if the Closing Value

of any Underlying is below 70% of its Initial Value on any Trading Day during the Observation Period) and the Closing Value of the Worst Performing
Underlying on the Final Valuation Date, and will be calculated as follows:
a.
If a Trigger Event does not occur: (i) the principal amount plus (ii) the final Contingent Coupon Payment.

b. If a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is positive or zero: (i) the principal amount plus (ii) the

final Contingent Coupon Payment.
c.
If a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative: (i) the principal amount plus (ii) the principal

amount multiplied by the Percentage Change of the Worst Performing Underlying. In this case, you will lose some or all of the principal amount at
maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative.
·
The notes will not be listed on any securities exchange.

·
The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000.

The notes are unsecured obligations of the Bank and any payments on the notes are subject to the credit risk of the Bank. The notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government
agency or instrumentality of Canada, the United States or any other jurisdiction. The notes are not bail-inable debt securities (as defined on page 6
of the prospectus).
Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved of these
notes or determined if this pricing supplement or the accompanying underlying supplements, prospectus supplement or prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks not associated with an investment in ordinary debt securities. See "Additional Risk Factors" beginning on
page PS-8 of this pricing supplement, and "Risk Factors" beginning on page S-1 of the accompanying index underlying supplement, S-1 of the stock
underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.

Price to Public (Initial Issue Price)(1)
Agent's Commission(1)(2)
Proceeds to Issuer
Per Note
$1,000.00
$17.50
$982.50
Total
$1,346,000.00
$23,555.00
$1,322,445.00

(1) Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their commissions or selling

concessions, the public offering price for investors purchasing the notes in these accounts will be $982.50 per note.
(2) CIBC World Markets Corp. ("CIBCWM") will receive commissions from the Issuer of 1.75% of the principal amount of the notes, or $17.50 per

$1,000 principal amount. CIBCWM will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to
other dealers. The commission received by CIBCWM will be equal to the selling concession paid to such dealers.
The initial estimated value of the notes on the Trade Date as determined by the Bank is $959.30 per $1,000 principal amount of the notes, which is less than
the price to public. See "The Bank's Estimated Value of the Notes" in this pricing supplement.
We will deliver the notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on January 29, 2020 against payment in
immediately available funds.

CIBC World Markets
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ADDITIONAL TERMS OF THE NOTES
You should read this pricing supplement together with the prospectus dated December 16, 2019 (the "prospectus"), the prospectus supplement
dated December 16, 2019 (the "prospectus supplement"), the Stock-Linked Underlying Supplement dated December 16, 2019 (the "stock
underlying supplement") and the Equity Index Underlying Supplement dated December 16, 2019 (the "index underlying supplement", together
with the stock underlying supplement, the "underlying supplements"). Information in this pricing supplement supersedes information in the
underlying supplements, the prospectus supplement and the prospectus to the extent it is different from that information. Certain capitalized terms
used but not defined herein will have the meanings set forth in the underlying supplements, the prospectus supplement or the prospectus.
You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying underlying
supplements, the prospectus supplement and the 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 and the accompanying underlying
supplements, the prospectus supplement and the prospectus, and in the documents referred to in those documents and which are made available to
the public. We, CIBCWM and our other affiliates have 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 and CIBCWM are not making an offer to sell the notes 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 or the accompanying underlying supplements, the prospectus
supplement or the 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 underlying supplements, the
prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us or CIBCWM, to subscribe for and purchase any of the
notes 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. References to "Index" or "Reference
Stock" in the underlying supplements will be references to "Underlying."
You may access the underlying supplements, the prospectus supplement and the 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):

·
Index underlying supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073068/a19-25016_7424b2.htm
·
Stock underlying supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073071/a19-25016_6424b2.htm
·
Prospectus supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm
·
Prospectus dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

PS-1

SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in the underlying supplements, the prospectus
supplement and the prospectus. See "Additional Terms of the Notes" in this pricing supplement.
Issuer:

Canadian Imperial Bank of Commerce

Reference Asset:

The worst performing of the Class B common stock of Berkshire Hathaway Inc. (Bloomberg ticker "BRK/B
UN EQUITY") (the "BRK"), the Russell 2000® Index (Bloomberg ticker "RTY <Index>") (the "RTY") and the
Nasdaq-100® Index (Bloomberg ticker "NDX <Index>") (the "NDX") (each, an "Underlying" and together the
"Underlyings")

Principal Amount:

$1,000 per note

Aggregate Principal Amount: $1,346,000

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Term:
18 months, unless previously called

Trade Date/Pricing Date:

January 24, 2020

Original Issue Date:

January 29, 2020

Final Valuation Date:

July 26, 2021, subject to postponement as described under "Certain Terms of the Notes--Valuation Dates-- For
Notes Where the Reference Asset Consists of Multiple Indices" in the index underlying supplement and
"Certain Terms of the Notes--Valuation Dates--For Notes Where the Reference Asset Consists of Multiple
Reference Stocks" in the stock underlying supplement.

Maturity Date:

July 29, 2021. The Maturity Date is subject to the Call Feature and may be postponed as described under
"Certain Terms of the Notes--Valuation Dates-- For Notes Where the Reference Asset Consists of Multiple
Indices" in the index underlying supplement and "Certain Terms of the Notes--Valuation Dates--For Notes
Where the Reference Asset Consists of Multiple Reference Stocks" in the stock underlying supplement.

Contingent Coupon Payment: On each Coupon Payment Date, you will receive payment at the Contingent Coupon Rate (a "Contingent

Coupon Payment") if, and only if, the Closing Value of the Worst Performing Underlying on the related
Coupon Determination Date is greater than or equal to its Coupon Barrier Value.
If the Closing Value of the Worst Performing Underlying on any Coupon Determination Date is less than its
Coupon Barrier Value, you will not receive any Contingent Coupon Payment on the related Coupon Payment
Date. If the Closing Value of the Worst Performing Underlying is less than its Coupon Barrier Value on all
quarterly Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term of
the notes.
Each quarterly Contingent Coupon Payment, if payable, will be calculated per note as follows: $1,000 ×
Contingent Coupon Rate × (90/360). Any Contingent Coupon Payments will be rounded to the nearest cent,
with one-half cent rounded upward.

Contingent Coupon Rate:

7.30% per annum (or 1.825% per quarter).

PS-2
Coupon Barrier Value:

$158.80 with respect to the BRK, 1,163.562 with respect to the RTY and 6,399.027 with respect to the NDX,
each of which is 70% of its Initial Value (rounded to two decimal places for the BRK, and rounded to three
decimal places for the RTY and the NDX).

Coupon Determination Dates: April 24, 2020, July 24, 2020, October 26, 2020, January 26, 2021, April 26, 2021 and the Final Valuation
Date, each subject to postponement as described under "Certain Terms of the Notes--Valuation Dates-- For
Notes Where the Reference Asset Consists of Multiple Indices" in the index underlying supplement and
"Certain Terms of the Notes--Valuation Dates--For Notes Where the Reference Asset Consists of Multiple
Reference Stocks" in the stock underlying supplement.

Coupon Payment Dates:

April 29, 2020, July 29, 2020, October 29, 2020, January 29, 2021, April 29, 2021 and the Maturity Date.
Each Coupon Payment Date is subject to postponement as described under "Certain Terms of the Notes--
Valuation Dates-- For Notes Where the Reference Asset Consists of Multiple Indices" in the index underlying
supplement and "Certain Terms of the Notes--Valuation Dates--For Notes Where the Reference Asset
Consists of Multiple Reference Stocks" in the stock underlying supplement.

Call Feature:

If the Closing Value of the Worst Performing Underlying on any Call Observation Date is greater than or equal
to its Initial Value, we will automatically call the notes and pay you on the applicable Call Payment Date the
principal amount plus the applicable Contingent Coupon Payment otherwise due for that Call Observation Date.
If the notes are automatically called, they will cease to be outstanding on the related Call Payment Date and you
will have no further rights under the notes after such Call Payment Date. You will not receive any notice from
us if the notes are automatically called.

Call Observation Dates:

The Coupon Determination Dates beginning on April 24, 2020 and ending on April 26, 2021.
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Call Payment Dates:

The relevant Coupon Payment Date.

Payment at Maturity:

If the notes have not been previously called, the Payment at Maturity will depend on whether a Trigger Event
occurs and the Final Value of the Worst Performing Underlying and will be calculated as follows:
· If a Trigger Event does not occur:

Principal Amount + Final Contingent Coupon Payment

·
If a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is positive or

zero:

Principal Amount + Final Contingent Coupon Payment

·
If a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative:

Principal Amount + (Principal Amount × Percentage Change of the Worst Performing Underlying)
In this case, you will lose some or all of the principal amount at maturity. Even with any Contingent
Coupon Payments, the return on the notes could be negative.

PS-3
Trigger Event:

A Trigger Event occurs if the Closing Value of any Underlying is below its Principal Barrier Value on any
Trading Day during the Observation Period.

Observation Period:

The period from but excluding the Trade Date to and including the Final Valuation Date, subject to adjustment
as described under "Certain Terms of the Notes--Observation Periods--For Notes Where the Reference Asset
Consists of Multiple Indices" in the accompanying index underlying supplement and "Certain Terms of the
Notes--Observation Periods--For Notes Where the Reference Asset Consists of Multiple Reference Stocks" in
the stock underlying supplement.

Percentage Change:

The "Percentage Change" with respect to each Underlying, expressed as a percentage, is calculated as follows:
Final Value Initial Value
Initial Value

Principal Barrier Value:

$158.80 with respect to the BRK, 1,163.562 with respect to the RTY and 6,399.027 with respect to the NDX,
each of which is 70% of its Initial Value (rounded to two decimal places for the BRK, and rounded to three
decimal places for the RTY and the NDX).

Worst Performing

On any Trading Day, including the Final Valuation Date, the "Worst Performing Underlying" is the Underlying
Underlying:
that has the lowest Closing Value on that date as a percentage of its Initial Value.

Initial Value:

$226.86 with respect to the BRK, 1,662.232 with respect to the RTY and 9,141.467 with respect to the NDX,
each of which was its Closing Value on the Trade Date. The Initial Value for the BRK is subject to adjustment
as described under "Certain Terms of the Notes--Anti-Dilution Adjustments" in the stock underlying
supplement.

Final Value:

For each Underlying, its Closing Value on the Final Valuation Date.

Closing Value

For each Underlying, its Closing Level or its Closing Price, as applicable.

Calculation Agent:

Canadian Imperial Bank of Commerce.

CUSIP/ISIN:

CUSIP: 13605WVL2 / ISIN: US13605WVL26

Fees and Expenses:

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.

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PS-4

HYPOTHETICAL PAYMENT AT MATURITY
The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of
every possible scenario concerning increases or decreases in the Closing Value of any Underlying relative to its Initial Value. We cannot predict
the Closing Value of any Underlying on any Trading Day during the Observation Period, including the Final Valuation Date. The assumptions we
have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples
as an indication or assurance of the expected performance of the Underlyings or return on the notes. The numbers appearing in the table below and
following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment in the notes for a hypothetical range of percentage changes of the Worst
Performing Underlying from -100% to +100%. The following results are based solely on the assumptions outlined below. The "Hypothetical
Return on the Notes" as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000
principal amount to $1,000. The potential returns described here assume that the notes have not been automatically called prior to maturity and are
held to maturity, and are calculated excluding any Contingent Coupon Payments paid prior to maturity. The following table and examples are
based on the following terms:
Principal Amount:
$1,000

Contingent Coupon Rate:
7.30% per annum (or 1.825% per quarter)

Hypothetical Initial Value of the Worst Performing Underlying:
1,000 or $1,000, as applicable, for each Underlying

Hypothetical Principal Barrier Value of the Worst Performing Underlying:
700 or $700, as applicable, for each Underlying (70% of its Initial
Value)

Trigger Event Does Not Occur(1)
Trigger Event Occurs(1)
Hypothetical
Hypothetical
Hypothetical Return
Final Value of
Percentage
Hypothetical Return on
on the Notes
the Worst
Change of the
Hypothetical
the Notes (Excluding Any
Hypothetical
(Excluding Any
Performing
Worst
Payment at
Contingent Coupon
Payment at Maturity
Contingent Coupon
Underlying
Performing
Maturity
Payments Paid Prior to
Underlying
Maturity)
Payments Paid Prior
to Maturity)
2,000.00
100.00%
$1,018.25(2)
1.825%
$1,018.25(2)
1.825%
1,750.00
75.00%
$1,018.25
1.825%
$1,018.25
1.825%
1,500.00
50.00%
$1,018.25
1.825%
$1,018.25
1.825%
1,250.00
25.00%
$1,018.25
1.825%
$1,018.25
1.825%
1,000.00(3)
0.00%
$1,018.25
1.825%
$1,018.25
1.825%
900.00
-10.00%
$1,018.25
1.825%
$900.00
-10.000%
800.00
-20.00%
$1,018.25
1.825%
$800.00
-20.000%
700.00(4)
-30.00%
$1,018.25
1.825%
$700.00
-30.000%
699.00
-31.10%
N/A
N/A
$699.00
-31.100%
600.00
-40.00%
N/A
N/A
$600.00
-40.000%
500.00
-50.00%
N/A
N/A
$500.00
-50.000%
250.00
-75.00%
N/A
N/A
$250.00
-75.000%
100.00
-90.00%
N/A
N/A
$100.00
-90.000%
0.00
-100.00%
N/A
N/A
$0.00
-100.000%
(1)
A Trigger Event occurs if the Closing Value of any Underlying is below its Principal Barrier Value on any Trading Day during the

Observation Period.
(2)
The Payment at Maturity cannot exceed the principal amount plus the final Contingent Coupon Payment.

(3)
The hypothetical Initial Value of 1,000 used in these examples has been chosen for illustrative purposes only. The actual Initial Value of

each Underlying is set forth on page PS-4 of this pricing supplement.
(4)
This is the hypothetical Principal Barrier Value of the Worst Performing Underlying.

PS-5
The following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes.
Example 1: A Trigger Event Does Not Occur and the Percentage Change of the Worst Performing Underlying Is 50.00%.
Because a Trigger Event does not occur, the Payment at Maturity would be $1,018.25 per $1,000 principal amount, calculated as follows:

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$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 1.825%)

= $1,018.25
Example 1 shows that the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when a Trigger Event
does not occur, regardless the extent to which the value of the Worst Performing Underlying increases or decreases.
Example 2: A Trigger Event Occurs and the Percentage Change of the Worst Performing Underlying Is 10.00%.
Because a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is positive, the Payment at Maturity would be
$1,018.25 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 1.825%)

= $1,018.25
Example 2 shows that the Payment at Maturity will be the principal amount plus the final Contingent Coupon Payment when a Trigger Event
occurs and the Percentage Change of the Worst Performing Underlying is positive or zero.
Example 3: A Trigger Event Occurs and the Percentage Change of the Worst Performing Underlying Is -75.00%.
Because a Trigger Event occurs and Percentage Change of the Worst Performing Underlying is negative, the Payment at Maturity would be
$250.00 per $1,000 principal amount, calculated as follows:

$1,000 + ($1,000 × Percentage Change of the Worst Performing Underlying)

= $1,000 + ($1,000 × -75.00%)

= $250.00
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease in the value of the Worst Performing Underlying from its Initial Value if
a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative. You may lose up to 100% of your principal
amount at maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative.
These examples illustrate that you will not participate in any appreciation of any Underlying, but will be fully exposed to a decrease in the
Worst Performing Underlying if a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative, even
if the Final Values of the other Underlyings have appreciated or have not declined below their respective Principal Barrier Values.

PS-6

INVESTOR SUITABILITY
The notes may be suitable for you if:
·
You believe that the Closing Value of each Underlying will be at or above its Principal Barrier Value on all of the Trading Days during

the Observation Period and if not, the Final Value of the Worst Performing Underlying will be at or above its Initial Value.
·
You seek an investment with quarterly Contingent Coupon Payments at a rate of 1.825% (7.30% per annum) until the earlier of maturity

or automatic call, if, and only if, the Closing Value of the Worst Performing Underlying on the applicable Coupon Determination Date is
greater than or equal to its Coupon Barrier Value.
·
You are willing to lose a substantial portion or all of the principal amount of the notes if the notes are not called, one or more Underlyings

close below its Principal Barrier Value on at least one Trading Day during the Observation Period, and the Percentage Change of the
Worst Performing Underlying is negative.
·
You are willing to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment Dates

and may lose up to 100% of the principal amount of the notes at maturity.
·
You are willing to invest in the notes based on the fact that your maximum potential return is the sum of any Contingent Coupon

Payments payable on the notes.
·
You are willing to forgo participation in any appreciation of any Underlying.

·
You understand that the return on the notes will depend solely on the performance of the Worst Performing Underlying and consequently,

the notes are riskier than alternative investments linked to only one of the Underlyings or linked to a basket composed of the Underlyings.
·
You understand that the notes may be automatically called prior to maturity and that the term of the notes may be as short as

approximately three months, or you are otherwise willing to hold the notes to maturity.
·
You do not seek certainty of current income over the term of the notes.

·
You are willing to forgo dividends or other distributions paid on the Underlyings or securities included in the Underlyings, as applicable.

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·
You do not seek an investment for which there will be an active secondary market.

·
You are willing to assume the credit risk of the Bank for any payments under the notes.

The notes may not be suitable for you if:

·
You believe that the Closing Value of one or more Underlyings will be below its Principal Barrier Value on at least one Trading Day

during the Observation Period and the Final Value of the Worst Performing Underlying will be below its Initial Value.
·
You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return.

·
You are unwilling to lose a substantial portion or all of the principal amount of the notes if the notes are not called, one or more

Underlyings close below its Principal Barrier Value on at least one Trading Day during the Observation Period and the Percentage Change
of the Worst Performing Underlying is negative.
·
You are unwilling to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment

Dates and may lose up to 100% of the principal amount of the notes at maturity.
·
You seek full payment of the principal amount of the notes at maturity.

·
You seek an uncapped return on your investment.

·
You seek exposure to the upside performance of any or each Underlying.

·
You seek exposure to a basket composed of the Underlyings or a similar investment in which the overall return is based on a blend of the

performances of the Underlyings, rather than solely on the Worst Performing Underlying.
·
You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or you are otherwise unable or unwilling

to hold the notes to maturity.
·
You seek certainty of current income over the term of the notes.

·
You want to receive dividends or other distributions paid on the Underlyings or securities included in the Underlyings, as applicable.

·
You seek an investment for which there will be an active secondary market.

·
You are not willing to assume the credit risk of the Bank for all payments under the notes.

The investor suitability considerations identified above are not exhaustive. Whether or not the notes are a suitable investment for you will
depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax,
accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular
circumstances. You should also review ``Additional Risk Factors'' below for risks related to the notes.

PS-7

ADDITIONAL RISK FACTORS
An investment in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read
"Risk Factors" beginning on page S-1 of the accompanying index underlying supplement, S-1 of the accompanying stock underlying supplement
,page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your
advisers, 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 underlying supplements, the prospectus supplement and the prospectus.
If the notes are not called, you may lose all or a substantial portion of the principal amount of your notes.
The notes do not guarantee any return of principal. The repayment of any principal on the notes at maturity depends on whether a Trigger Event
occurs and the Final Value of the Worst Performing Underlying. The Bank will only repay you the full principal amount of your notes if a Trigger
Event does not occur during the Observation Period or if it occurs, the Percentage Change of the Worst Performing Underlying is positive or zero.
If the notes are not automatically called, if a Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative, you
will lose 1% of the principal amount for each percentage point that the Final Value of the Worst Performing Underlying is less than its Initial
Value. You may lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return on the notes could
be negative.
The automatic call feature limits your potential return.
If the notes are called, the payment on the notes on any Call Payment Date is limited to the principal amount plus the applicable Contingent Coupon
Payment. In addition, if the notes are called, which may occur as early as the first Coupon Determination Date, the amount of coupon payable on
the notes will be less than the full amount of coupon that would have been payable if the notes had not been called prior to maturity. If the notes
are automatically called, you will lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date
to the scheduled Maturity Date, and the total return on the notes could be minimal. Because of the automatic call feature, the term of your
investment in the notes may be limited to a period that is shorter than the original term of the notes and may be as short as approximately three
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
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level of risk in the event the notes are automatically called prior to the Maturity Date.
The notes do not provide for fixed payments of interest and you may receive no Contingent Coupon Payments on most or all of the
Coupon Payment Dates.
On each Coupon Payment Date, you will receive a Contingent Coupon Payment if, and only if, the Closing Value of the Worst Performing
Underlying on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Value. If the Closing Value of the Worst
Performing Underlying on any Coupon Determination Date is less than its Coupon Barrier Value, you will not receive any Contingent Coupon
Payment on the related Coupon Payment Date, and if the Closing Value of the Worst Performing Underlying is less than its Coupon Barrier Value
on each Coupon Determination Date over the term of the notes, you will not receive any Contingent Coupon Payments over the entire term of the
notes.
You will not participate in any appreciation of any Underlying and your return on the notes will be limited to the Contingent Coupon
Payments paid on the notes, if any.
The Payment at Maturity will not exceed the principal amount plus the final Contingent Coupon Payment and any positive return you receive on
the notes will be composed solely of the sum of any Contingent Coupon Payments received prior to and at maturity. You will not participate in any
appreciation of any Underlying. Therefore, if the appreciation of any Underlying exceeds the sum of the Contingent Coupon Payments paid to you,
if any, the notes will underperform an investment in securities linked to that Underlying providing full participation in the appreciation.
Accordingly, the return on the notes may be less than the return would be if you made an investment in securities directly linked to the positive
performance of the Underlyings.

PS-8
The notes are subject to the full risks of the Worst Performing Underlying and will be negatively affected if any Underlying performs
poorly, even if the other Underlyings perform favorably.
You are subject to the full risks of the Worst Performing Underlying. If the Worst Performing Underlying performs poorly, you will be negatively
affected, even if the other Underlyings perform favorably. The notes are not linked to a basket composed of the Underlyings, where the better
performance of some Underlyings could offset the poor performance of others. Instead, you are subject to the full risks of the Worst Performing
Underlying on each Coupon Determination Date. As a result, the notes are riskier than an alternative investment linked to only one of the
Underlyings or linked to a basket composed of the Underlyings. You should not invest in the notes unless you understand and are willing to accept
the full downside risks of the Worst Performing Underlying.
If the notes are not called and a Trigger Event occurs with respect to any Underlying, your return will be based on the Percentage Change
of the Worst Performing Underlying.
The performance of any of the Underlyings may cause a Trigger Event to occur. If the notes are not automatically called and a Trigger Event
occurs, your return will be based on the Percentage Change of the Worst Performing Underlying without regard to the performance of any other
Underlyings or which Underlying(s) caused the Trigger Event to occur. As a result, you could lose all or some of your initial investment if a
Trigger Event occurs and the Percentage Change of the Worst Performing Underlying is negative , even if there is an increase in the values of other
Underlyings. This could be the case even if other Underlyings caused the Trigger Event to occur or other Underlyings increased by an amount
greater than the decrease in the Worst Performing Underlying.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the
value of the notes.
The notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our other unsecured and unsubordinated debt
obligations, except such obligations as may be preferred by operation of law. Any payment to be made on the notes depends on our ability to
satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market value of the notes and,
in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms of the notes. If we default on our
obligations under the notes, your investment would be at risk and you could lose some or all of your investment. See "Description of Senior Debt
Securities--Events of Default" in the accompanying prospectus
The Bank's initial estimated value of the notes is lower than the initial issue price (price to public) of the notes.
The initial issue price of the notes exceeds the Bank's initial estimated value because costs associated with selling and structuring the notes, as well
as hedging the notes, are included in the initial issue price of the notes. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

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The Bank's initial estimated value does not represent future values of the notes and may differ from others' estimates.
The Bank's initial estimated value of the notes is only an estimate, which was determined by reference to the Bank's internal pricing models when
the terms of the notes were set. This estimated value was based on market conditions and other relevant factors existing at that time, the Bank's
internal funding rate on the Trade Date and the Bank's 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 notes that are greater or less 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. On future dates, the market value of the notes could change significantly based on, among other things, changes in market conditions,
including the values of the Underlyings, the Bank's creditworthiness, interest rate movements and other relevant factors, which may impact the
price at which the agent or any other party would be willing to buy the notes from you in any secondary market transactions. The Bank's initial
estimated value does not represent a minimum price at which the agent or any other party would be willing to buy the notes in any secondary
market (if any exists) at any time. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

PS-9
The Bank's initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate debt.
The internal funding rate used in the determination of the Bank's initial estimated value of the notes generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as
the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate
debt. If the Bank were to have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes
to be more favorable to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the economic terms
of the notes and the initial estimated value of the notes on the Trade Date, and could have an adverse effect on any secondary market prices of the
notes. See "The Bank's Estimated Value of the Notes" in this pricing supplement.
The notes will be subject to risks associated with small-capitalization companies.
The RTY will track companies that are considered small-capitalization. These companies often have greater stock price volatility, lower trading
volume and less liquidity than large-capitalization companies and therefore the level of the RTY may be more volatile than an investment in stocks
issued by larger companies. Stock prices of small-capitalization companies may also be more vulnerable than those of larger companies to adverse
business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to
track them. In addition, small-capitalization companies are often less stable financially than large-capitalization companies and may depend on a
small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst
coverage and may be in early, and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less
diverse product lines, smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-
capitalization companies, and are more susceptible to adverse developments related to their products.
The notes will be subject to risks associated with non-U.S. companies.
An investment in securities linked to the value of the NDX that tracks the common stocks of non-U.S. companies involves risks associated with
the home countries of such non-U.S. companies. The prices of such non-U.S. companies' common stocks may be affected by political, economic,
financial and social factors in the home country of each such non-U.S. company, including changes in such country's government, economic and
fiscal policies, currency exchange laws or other laws or restrictions, which could adversely affect the value of the notes.
The foreign securities tracked by the NDX may have less liquidity and could be more volatile than the securities traded in U.S. or other longer-
established securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross
shareholdings in foreign companies, may adversely affect trading levels or prices and volumes in those markets. The other special risks associated
with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities
markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and
political uncertainties. These factors may adversely affect the performance of the NDX and, as a result, the value of the notes.
There will be limited anti-dilution protection.
For certain events affecting shares of the BRK, such as stock splits or extraordinary dividends, the calculation agent may make adjustments which
may adversely affect any payments on the notes. However, the calculation agent is not required to make an adjustment for every corporate action
which affects the price of the BRK. If an event occurs that does not require the calculation agent to adjust the price of the BRK, the market value of
the notes and the amount due on the notes may be materially and adversely affected.
Certain business, trading and hedging activities of us, the agent, and our other affiliates may create conflicts with your interests and could
potentially adversely affect the value of the notes.
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We, the agent, and our other affiliates may engage in trading and other business activities related to an Underlying or any securities included in an
Underlying that are not for your account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other financial
instruments with returns based upon an Underlying. These activities may present a conflict of interest between your interest in the notes and the
interests that we, the agent, and our other affiliates may have in our or their proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our or their management. These trading and other business

PS-10
activities, if they affect the value of any Underlying or secondary trading in your notes, could be adverse to your interests as a beneficial owner of
the notes.
Moreover, we and our affiliates play a variety of roles in connection with the issuance of the notes, including hedging our obligations under the
notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated value of the notes when the terms
of the notes are set. We expect to hedge our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated
counterparty. Any of these hedging activities may adversely affect the value of an Underlying and therefore the market value of the notes and the
amount you will receive, if any, on the notes. In connection with such activities, the economic interests of us, the agent, and our other affiliates may
be adverse to your interests as an investor in the notes. Any of these activities may adversely affect the value of the notes. In addition, because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is
more or less than expected, or it may result in a loss. We, the agent, or one or more of our other affiliates will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any secondary
market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that we, the agent, and our
other affiliates receive for the sale of the notes, which creates an additional incentive to sell the notes to you. We, the agent, and our other affiliates
will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an
investor in the notes.
There are potential conflicts of interest between you and the calculation agent.
The calculation agent will determine, among other things, the amount of payments on the notes. The calculation agent will exercise its judgment
when performing its functions. For example, the calculation agent will determine whether a Market Disruption Event affecting an Underlying has
occurred, make a good faith estimate in its sole discretion of the Closing Value for an affected Underlying if the relevant Coupon Determination
Date is postponed to the last possible day, and make certain anti-dilution adjustments with respect to the BRK if certain corporate events occur.
See "Certain Terms of the Notes--Valuation Dates" in the index underlying supplement, and "Certain Terms of the Notes--Valuation Dates" and
"--Anti-Dilution Adjustments" in the stock underlying supplement. This determination may, in turn, depend on the calculation agent's judgment
as to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. The
calculation agent will be required to carry out its duties in good faith and use its reasonable judgment. However, because we will be the
calculation agent, potential conflicts of interest could arise. Neither we nor any of our affiliates will have any obligation to consider your interests
as a holder of the notes in taking any action that might affect the value of your notes.
Higher Contingent Coupon Rate or lower Principal Barrier Value are generally associated with Underlyings with greater expected
volatility and therefore can indicate a greater risk of loss.
"Volatility" refers to the frequency and magnitude of changes in the value of an Underlying. The greater the expected volatility with respect to an
Underlying on the Trade Date, the higher the expectation as of the Trade Date that the value of the Underlying could close below its Principal
Barrier Value on the Final Valuation Date, indicating a higher expected risk of loss on the notes. This greater expected risk will generally be
reflected in a higher Contingent Coupon Rate than the yield payable on our conventional debt securities with a similar maturity, or in more
favorable terms (such as a lower Coupon Barrier Value or a higher Contingent Coupon Rate) than for similar securities linked to the performance
of the Underlyings with a lower expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent
Coupon Rate may indicate an increased risk of loss. Further, a relatively lower Principal Barrier Value may not necessarily indicate that the notes
have a greater likelihood of a repayment of principal at maturity. The volatility of an Underlying can change significantly over the term of the
notes. The value of an Underlying for your notes could fall sharply, which could result in a significant loss of principal. You should be willing to
accept the downside market risk of the Underlyings and the potential to lose some or all of your principal at maturity.
The notes will not be listed on any securities exchange or any inter-dealer quotation system, and there may be no secondary market for the
notes.
The notes are most suitable for purchasing and holding to maturity or automatic call. The notes will be new securities for which there is no trading
market. The notes will not be listed on any securities exchange or any inter-dealer quotation system. We cannot assure you as to whether there will
be a trading or secondary market for the notes or, if there were to be such a trading or secondary market, that it would be liquid.

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