Obligation CBIC 12% ( US136071BL00 ) en USD

CBIC

100 % ⇌

Canada

US136071BL00 ( en USD )

12% par an ( paiement semestriel )

22/02/2022 - Obligation échue

Prospectus brochure de l'obligation CIBC US136071BL00 en USD 12%, échue

1 000 USD

9 205 000 USD

136071BL0

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 US136071BL00, paye un coupon de 12% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/02/2022

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424B2 1 a20-6386_23424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663

Pricing Supplement dated February 13, 2020
(To 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

$9,205,000 Contingent Coupon Autocallable Notes Linked to the Worst Performing of the Common Stock of AbbVie Inc., the
Common Stock of McKesson Corporation and the Ordinary Shares of Mylan N.V. due February 22, 2022
· The Contingent Coupon Autocallable Notes (the "notes") will provide quarterly Contingent Coupon Payments at a rate of 3.00% (12.00% per

annum) until the earlier of maturity or automatic call if, and only if, the Closing Price of the Worst Performing Reference Stock on the applicable
quarterly Coupon Determination Date is greater than or equal to its Coupon Barrier Price (50% of its Initial Price).
·
If the Closing Price of the Worst Performing Reference Stock on any Call Observation Date is greater than or equal to its Call Price (100% of its

Initial Price), 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 the Closing Price of the Worst Performing Reference Stock

on the Final Valuation Date (the "Final Price") and will be calculated as follows:
a.
If the Final Price of the Worst Performing Reference Stock is greater than or equal to its Principal Barrier Price (50% of its Initial Price):

(i) the principal amount plus (ii) the final Contingent Coupon Payment.
b.
If the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price: the Physical Delivery Amount in shares of

the Worst Performing Reference Stock, or, at our election, the cash value of those shares. 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 supplement, 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 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
$30
$970
Total
$9,205,000
$276,150
$8,928,850

(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 $970.00 per note.

(2) CIBC World Markets Corp. ("CIBCWM") will receive commissions from the Issuer of 3.00% of the principal amount of the notes, or $30.00

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 $954.20 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 February 21, 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") and the Stock-Linked Underlying Supplement dated
December 16, 2019 (the "underlying supplement"). Information in this pricing supplement supersedes information in the underlying
supplement, 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 supplement, 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 supplement, 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 supplement, 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
supplement, 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 supplement, 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.
You may access the underlying supplement, 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):

·
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
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SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in the underlying supplement, 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 common stock of AbbVie Inc. (Bloomberg ticker "ABBV UN
EQUITY"), the common stock of McKesson Corporation (Bloomberg ticker "MCK UN EQUITY"),
and the ordinary shares of Mylan N.V. (Bloomberg ticker "MYL UW EQUITY") (each, a "Reference
Stock")

Principal Amount:

$1,000 per note

Aggregate Principal

$9,205,000
Amount:

Term:

Approximately two years, unless previously called

Trade Date/Pricing Date:

February 13, 2020

Original Issue Date:

February 21, 2020

Final Valuation Date:

February 14, 2022, subject to postponement as described under "Certain Terms of the Notes--
Valuation Dates--For Notes Where the Reference Asset Consists of Multiple Reference Stocks" in
the underlying supplement.

Maturity Date:

February 22, 2022. 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 Reference Stocks" in the underlying supplement.

Contingent Coupon

On each Coupon Payment Date, you will receive payment at the Contingent Coupon Rate (a
Payment:
"Contingent Coupon Payment") if, and only if, the Closing Price of the Worst Performing Reference
Stock on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Price.
If the Closing Price of the Worst Performing Reference Stock on any Coupon Determination Date is
less than its Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the
related Coupon Payment Date. If the Closing Price of the Worst Performing Reference Stock is less
than its Coupon Barrier Price 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:

12.00% per annum (or 3.00% per quarter).

Coupon Barrier Price:

$47.68 with respect to ABBV, $83.96 with respect to MCK and $10.82 with respect to MYL, each of
which is 50% of its Initial Price (rounded to two decimal places).

Coupon Determination

May 14, 2020, August 14, 2020, November 16, 2020, February 12, 2021, May 14, 2021, August 16,
Dates:
2021, November 15, 2021 and the Final Valuation Date, each subject

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to postponement as described under "Certain Terms of the Notes-- Valuation Dates--For Notes
Where the Reference Asset Consists of Multiple Reference Stocks" in the underlying supplement.

Coupon Payment Dates:

May 21, 2020, August 21, 2020, November 23, 2020, February 22, 2021, May 21, 2021, August 23,
2021, November 22, 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 Reference
Stocks" in the underlying supplement.

Call Feature:

If the Closing Price of the Worst Performing Reference Stock on any Call Observation Date is
greater than or equal to its Call Price, 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 Price:

$95.35 with respect to ABBV, $167.91 with respect to MCK and $21.64 with respect to MYL, each
of which is 100% of its Initial Price.

Call Observation Dates:

The Coupon Determination Dates beginning on August 14, 2020 and ending on November 15, 2021.

Call Payment Dates:

The relevant Coupon Payment Date.

Payment at Maturity:

If the notes have not been previously called, the Payment at Maturity will be based on the Final Price
of the Worst Performing Reference Stock and will be calculated as follows:
· If the Final Price of the Worst Performing Reference Stock is greater than or equal to its

Principal Barrier Price:

Principal Amount + Final Contingent Coupon Payment
· If the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier

Price: the Physical Delivery Amount in shares of the Worst Performing Reference Stock, or, at
our election, the cash value of those shares, which is equal to the Physical Delivery Amount of
the Worst Performing Reference Stock multiplied by its Final Price. If we exercise our option to
pay in cash, we will give notice of our election at least one Business Day before the Final
Valuation Date.

If the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier
Price, you will receive shares of the Worst Performing Reference Stock or the cash value of
those shares, which is expected to be worth substantially less than the principal amount of the
notes as of the Final Valuation Date, and you could lose up to 100% of the principal amount.
Even with any Contingent Coupon Payments, the return on the notes could be negative.

Physical Delivery Amount of A number of shares of the Worst Performing Reference Stock calculated by dividing the principal
the Worst Performing
amount by the Initial Price of the Worst Performing Reference Stock.
Reference

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Stock:

Fractional shares will be paid in cash based on the Final Price of the Worst Performing Reference
Stock.

Principal Barrier Price:

$47.68 with respect to ABBV, $83.96 with respect to MCK and $10.82 with respect to MYL, each of
which is 50% of its Initial Price (rounded to two decimal places).

Worst Performing Reference On any Coupon Determination Date, including the Final Valuation Date, the "Worst Performing
Stock:
Reference Stock" is the Reference Stock that has the lowest Closing Price on that date as a
percentage of its Initial Price.

Initial Price:

$95.35 with respect to ABBV, $167.91 with respect to MCK and $21.64 with respect to MYL, each
of which was its Closing Price on the Trade Date, subject to adjustment as described under "Certain
Terms of the Notes--Anti-Dilution Adjustments" in the underlying supplement.

Final Price:

For each Reference Stock, its Closing Price on the Final Valuation Date.

Calculation Agent:

Canadian Imperial Bank of Commerce.

CUSIP/ISIN:

136071BL0 / US136071BL00

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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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 Final Price of any Reference Stock relative to its
Initial Price. We cannot predict the Closing Price of any Reference Stock on any Coupon Determination Date, 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 Reference Stocks 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 Reference Stock 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:

12.00% per annum (or 3.00% per quarter)

Hypothetical Initial Price of the Worst Performing Reference Stock:

$100

Hypothetical Principal Barrier Price of the Worst Performing Reference Stock:

$50 (50% of its Initial Price)

Hypothetical Physical Delivery Amount of the Worst Performing

Reference Stock:

10 shares

Hypothetical Return on
Hypothetical Final
Hypothetical
the Notes (Excluding Any
Price of the Worst
Percentage Change of
Hypothetical Payment at
Contingent Coupon
Performing
the Worst Performing
Maturity
Payments Paid Prior to
Reference Stock
Reference Stock
Maturity)
$200.00
100.00%
$1,030.00(1)
3.00%
$175.00
75.00%
$1,030.00
3.00%
$150.00
50.00%
$1,030.00
3.00%
$125.00
25.00%
$1,030.00
3.00%
$100.00(2)
0.00%
$1,030.00
3.00%
$90.00
-10.00%
$1,030.00
3.00%
$80.00
-20.00%
$1,030.00
3.00%
$70.00
-30.00%
$1,030.00
3.00%
$50.00(3)
-50.00%
$1,030.00
3.00%
$40.00
-60.00%
10 shares(4)
-60.00%*
$25.00
-75.00%
10 shares
-75.00%*
$10.00
-90.00%
10 shares
-90.00%*
$0.00
-100.00%
10 shares
-100.00%*
(1) The Payment at Maturity cannot exceed the principal amount plus the final Contingent Coupon Payment.

(2) The hypothetical Initial Price of $100 used in these examples has been chosen for illustrative purposes only. The actual Initial
Price of each Reference Stock is set forth on page PS-4 of this pricing supplement.

(3) This is the hypothetical Principal Barrier Price of the Worst Performing Reference Stock.

(4) This is the hypothetical Physical Delivery Amount.

* Calculated based on the Final Price of the Worst Performing Reference Stock.

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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: The Percentage Change of the Worst Performing Reference Stock Is 50.00%.
Because the Final Price of the Worst Performing Reference Stock is greater than its Principal Barrier Price, the Payment at Maturity
would be $1,030.00 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 3.00%)

= $1,030.00
Example 1 shows that the Payment at Maturity will be fixed at the principal amount plus the final Contingent Coupon Payment when
the Final Price of the Worst Performing Reference Stock is at or above its Principal Barrier Price, regardless the extent to which the
price of the Worst Performing Reference Stock increases.
Example 2: The Percentage Change of the Worst Performing Reference Stock Is -20.00%.
Because the Final Price of the Worst Performing Reference Stock is greater than its Principal Barrier Price, the Payment at Maturity
would be $1,030.00 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 3.00%)

= $1,030.00
Example 2 shows that the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when the
Final Price of the Worst Performing Reference Stock is at or above its Principal Barrier Price, although the price of the Worst
Performing Reference Stock has decreased.
Example 3: The Percentage Change of the Worst Performing Reference Stock Is -75.00%.

Because the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price, the Payment at Maturity would
be the Physical Delivery Amount, and you will receive 10 shares of the Worst Performing Reference Stock.

At our election, you may receive the cash value of those shares based on the Final Price of the Worst Performing Reference Stock,
which equals $250 per $1,000 principal amount (10 shares x $25).
In addition, on the Maturity Date, you will not receive the final Contingent Coupon Payment because the hypothetical Final Price of
the Worst Performing Reference Stock is less than its hypothetical Coupon Barrier Price.
These examples illustrate that you will not participate in any appreciation of any Reference Stock, but will be fully exposed to a
decrease in the Worst Performing Reference Stock if the Final Price of the Worst Performing Reference Stock is less than its
Principal Barrier Price, even if the Final Prices of the other Reference Stocks have appreciated or have not declined below their
respective Principal Barrier Prices.

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INVESTOR SUITABILITY

The notes may be suitable for you if:

·
You believe that the Closing Price of each Reference Stock will be at or above its Coupon Barrier Price on most or all of the Coupon

Determination Dates, and the Final Price of the Worst Performing Reference Stock will be at or above its Principal Barrier Price.
·
You seek an investment with quarterly Contingent Coupon Payments at a rate of 3.00% (12.00% per annum) until the earlier of

maturity or automatic call, if, and only if, the Closing Price of the Worst Performing Reference Stock on the applicable Coupon
Determination Date is greater than or equal to its Coupon Barrier Price.
·
You are willing to receive shares of the Worst Performing Reference Stock in a value that is substantially less than the principal

amount of the notes if the notes are not called and the Final Price of the Worst Performing Reference Stock is less than its Principal
Barrier Price.
·
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 Reference Stock.

·
You understand that the return on the notes will depend solely on the performance of the Worst Performing Reference Stock on each

Coupon Determination Date and consequently, the notes are riskier than alternative investments linked to only one of the Reference
Stocks or linked to a basket composed of the Reference Stocks.
·
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 six 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 Reference Stocks.

·
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 Price of at least one Reference Stock will be below its Coupon Barrier Price on most or all of the

Coupon Determination Dates, and the Final Price of the Worst Performing Reference Stock will be below its Principal Barrier Price.
·
You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return.

·
You are unwilling to receive shares of the Worst Performing Reference Stock in a value that is substantially less than the principal

amount of the notes if the notes are not called and the Final Price of the Worst Performing Reference Stock is less than its Principal
Barrier Price.
·
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 Reference Stock.

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

blend of the performances of the Reference Stocks, rather than solely on the Worst Performing Reference Stock.
·
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 Reference Stocks.

·
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.

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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 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 supplement, 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 the Final Price
of the Worst Performing Reference Stock. The Bank will only repay you the full principal amount of your notes if the Final Price of the
Worst Performing Reference Stock is equal to or greater than its Principal Barrier Price. If the Final Price of the Worst Performing
Reference Stock is less than its Principal Barrier Price, we will pay you the Physical Delivery Amount in shares of the Worst
Performing Reference Stock or, at our election, the cash value of those shares. In that case, the Payment at Maturity is expected to be
worth significantly less than the principal amount and you could lose all of your principal amount if the Final Price of the Worst
Performing Reference Stock falls to zero. 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 six 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 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 Price of the Worst
Performing Reference Stock on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Price. If the
Closing Price of the Worst Performing Reference Stock on any Coupon Determination Date is less than its Coupon Barrier Price, you
will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Closing Price of the Worst
Performing Reference Stock is less than its Coupon Barrier Price 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 Reference Stock 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 Reference Stock. Therefore, if the appreciation of any Reference Stock exceeds the sum
of the Contingent Coupon Payments paid to you, if any, the notes will underperform an investment in securities linked to that
Reference Stock 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 Reference Stocks.

PS-8
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2/17/2020
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The notes are subject to the full risks of the Worst Performing Reference Stock and will be negatively affected if any Reference
Stock performs poorly, even if the other Reference Stocks perform favorably.
You are subject to the full risks of the Worst Performing Reference Stock. If the Worst Performing Reference Stock performs poorly,
you will be negatively affected, even if the other Reference Stocks perform favorably. The notes are not linked to a basket composed of
the Reference Stocks, where the better performance of some Reference Stocks could offset the poor performance of others. Instead,
you are subject to the full risks of the Worst Performing Reference Stock on each Coupon Determination Date. As a result, the notes
are riskier than an alternative investment linked to only one of the Reference Stocks or linked to a basket composed of the Reference
Stocks. You should not invest in the notes unless you understand and are willing to accept the full downside risks of the Worst
Performing Reference Stock.
The payments on the notes are not linked to the price of the Reference Stocks at any time other than the Coupon Determination
Dates.
The payments on the notes will be based on the Closing Price of each Reference Stock on the Coupon Determination Dates. Therefore,
for example, if the Closing Price of a Reference Stock declined substantially as of a Coupon Determination Date compared to its Initial
Price or Coupon Barrier Price, as applicable, the notes will not be called and the relevant Contingent Coupon Payment will not be
payable. Similarly, if the Final Price of the Worst Performing Reference Stock declined substantially as of the Final Valuation Date
compared to its Principal Barrier Price, the Payment at Maturity may be significantly less than it would otherwise have been had the
Payment at Maturity been linked to the Closing Price of the Worst Performing Reference Stock prior to the Final Valuation Date.
Although the actual price of a Reference Stock at other times during the term of the notes may be higher than its Closing Price on a
Coupon Determination Date, the payments on the notes will not benefit from the Closing Price of such Reference Stock at any time
other than the Coupon Determination Dates.
If the Physical Delivery Amount is paid on the notes, you will be subject to the price fluctuation of the Worst Performing
Reference Stock after the Final Valuation Date.
If the notes are not called and the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price, we will
deliver to you at maturity the Physical Delivery Amount in shares of the Worst Performing Reference Stock. The value of those shares
may further decrease between the Final Valuation Date and the Maturity Date, and you will incur additional losses to the extent of such
decrease. In addition, there is no assurance that an active trading market will continue for shares of the Worst Performing Reference
Stock or that there will be liquidity in that trading market.
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.
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

PS-9
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