Bond CBIC 0% ( US13607G2600 ) in USD

Issuer CBIC
Market price 100 %  ▲ 
Country  Canada
ISIN code  US13607G2600 ( in USD )
Interest rate 0%
Maturity 27/02/2023 - Bond has expired



Prospectus brochure of the bond CIBC US13607G2600 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 50 521 000 USD
Cusip 13607G260
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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 US13607G2600, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/02/2023







3/3/2020
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027959/a20-11405_3424b2.htm
424B2 1 a20-11405_3424b2.htm 424B2



Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-233663
(To Prospectus dated December 16, 2019,
Prospectus Supplement dated December 16, 2019 and
Product Supplement EQUITY INDICES SUN-1 dated
December 16, 2019)

5,052,125 Units
Pricing Date
February 27,
$10 principal amount per unit
Settlement Date
2020
CUSIP No. 13607G260
Maturity Date
March 6,
2020
February 27,
2023





Autocallable Market-Linked Step Up Notes Linked
to the EURO STOXX 50 Index
®
§
Maturity of approximately three years, if not cal ed prior to maturity

§
Automatic cal of the notes per unit at $10 plus the applicable Cal Premium ($1.36 on the first Observation Date, and $2.72 on the final

Observation Date) if the Index is flat or increases above 100.00% of the Starting Value on the relevant Observation Date
§
The Observation Dates wil occur approximately one year and two years after the pricing date

§
If the notes are not cal ed, at maturity:

§
a return of 35.00% if the Index is flat or increases up to the Step Up Value

§
a return equal to the percentage increase in the Index if the Index increases above the Step Up Value

§
1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal at risk

§
Al payments are subject to the credit risk of Canadian Imperial Bank of Commerce

§
No periodic interest payments

§
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See "Structuring the

Notes"
§
Limited secondary market liquidity, with no exchange listing

§
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or

guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental
agency of the United States, Canada, or any other jurisdiction

The notes are being issued by Canadian Imperial Bank of Commerce ("CIBC"). There are important differences between
the notes and a conventional debt security, including different investment risks and certain additional costs. See "Risk
Factors" beginning on page TS-7 of this term sheet and beginning on page PS-7 of product supplement EQUITY INDICES
SUN-1.
The initial estimated value of the notes as of the pricing date is $9.298 per unit, which is less than the public offering price
listed below. See "Summary" on the following page, "Risk Factors" beginning on page TS-7 of this term sheet and "Structuring the
Notes" on page TS-12 of this term sheet for additional information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.

_________________________

None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has
approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any
representation to the contrary is a criminal offense.

_________________________


Per Unit
Total
Public offering price
$ 10.00
$ 50,521,250.00
Underwriting discount
$ 0.20
$ 1,010,425.00
Proceeds, before expenses, to CIBC
$ 9.80
$ 49,510,825.00

The notes:

Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value




BofA Securities
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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

Summary
The Autocallable Market-Linked Step Up Notes Linked to the EURO STOXX 50 Index, due February 27, 2023 (the "notes") are our senior unsecured debt
®
securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any
other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes are not bail-inable debt securities (as
defined on page 6 of the prospectus). The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the
notes, including any repayment of principal, will be subject to the credit risk of CIBC. The notes will be automatically called at the applicable Call
Amount if the Observation Level of the Market Measure, which is the EURO STOXX 50 Index (the
®
Index
"
), is equal to or greater than the Call Level on the
"
relevant Observation Date. If the notes are not called, at maturity, the notes provide you with a Step Up Payment if the Ending Value of the Index is equal to or
greater than the Starting Value, but is not greater than the Step Up Value. If the Ending Value is greater than the Step Up Value, you will participate on a 1-for-
1 basis in the increase in the level of the Index above the Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the
principal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance
of the Index, subject to our credit risk. See T
" erms of the Notes below
"
.

The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate, which is the rate we would pay to
borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Our internal funding rate is
typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding rate, as well as the underwriting
discount and the hedging related charge described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the
pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.

On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based on our
pricing models, and was based on our internal funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our
assumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see "Structuring the Notes" on
page TS-12

Terms of the Notes


Issuer:
Canadian Imperial Bank of Commerce
Call Settlement
Approximately the fifth business day fol owing the

("CIBC")
Dates:
applicable Observation Date, subject to
postponement if the related Observation Date is
postponed, as described on page PS-19 of product
supplement EQUITY INDICES SUN-1.
Principal
$10.00 per unit
Call Premiums:
$1.36 per unit if cal ed on the first Observation
Amount:
Date (which represents a return of 13.60% over
the principal amount), and $2.72 per unit if cal ed
on the final Observation Date (which represents a
return of 27.20% over the principal amount).
Term:
Approximately three years, if not cal ed
Ending Value:
The closing level of the Index on the calculation

day. The scheduled calculation day is subject to
postponement in the event of Market Disruption
Events, as described beginning on page PS-20 of
product supplement EQUITY INDICES SUN-1.
Market
The EURO STOXX 50® Index (Bloomberg
Step Up Value:
4,665.49 (135.00% of the Starting Value, rounded
Measure:
symbol: "SX5E"), a price return index
to two decimal places).

Starting Value:
3,455.92
Step Up
$3.50 per unit, which represents a return of

Payment:
35.00% over the principal amount.
Observation
The closing level of the Index on the
Threshold Value:
3,455.92 (100.00% of the Starting Value).
Level:
applicable Observation Date.

Observation
March 4, 2021 and February 17, 2022. The
Calculation Day:
February 16, 2023
Dates:
scheduled Observation Dates are subject to

postponement in the event of Market
Disruption Events, as described on page PS-
19 of product supplement EQUITY INDICES
SUN-1.
Call Level:
3,455.92 (100.00% of the Starting Value).
Fees and
The underwriting discount of $0.20 per unit listed

Charges:
on the cover page and the hedging related charge
of $0.075 per unit described in "Structuring the
Notes" on page TS-12.
Call Amounts
$11.36 if cal ed on the first Observation Date,
Calculation
BofA Securities, Inc. ("BofAS").
(per Unit):
and $12.72 if cal ed on the final Observation
Agent:
Date.

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

Determining Payment on the Notes
Automatic Call Provision

The notes wil be cal ed automatical y on an Observation Date if the Observation Level on that Observation Date is equal to or greater than the Cal
Level. If the notes are cal ed, you wil receive $10 per unit plus the applicable Cal Premium.


Redemption Amount Determination
If the notes are not automatical y cal ed, on the maturity date, you wil receive a cash payment per unit determined as fol ows:


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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

The terms and risks of the notes are contained in this term sheet and in the following:

§
Product supplement EQUITY INDICES SUN-1 dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073348/a19-25016_5424b5.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

These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may,
without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including
this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written
materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet
have the meanings set forth in product supplement EQUITY INDICES SUN-1. Unless otherwise indicated or unless the context
requires otherwise, all references in this document to "we," "us," "our," or similar references are to CIBC.


Investor Considerations

You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you
if:


§
You are willing to receive a return on your investment
§
You want to hold your notes for the full term.


capped at the applicable Call Premium if the relevant
§
You believe that the notes will not be automatically called

Observation Level is equal to or greater than the Call
and the Index will decrease from the Starting Value to the
Level.
Ending Value.
§
You anticipate that the notes will be automatically called or

§
You seek principal repayment or preservation of capital.

that the Index will not decrease from the Starting Value to
§
You seek interest payments or other current income on
the Ending Value.

your investment.
§
You are willing to risk a loss of principal and return if the

§
You want to receive dividends or other distributions paid
notes are not automatically called and the Index

on the stocks included in the Index.
decreases from the Starting Value to the Ending Value.
§
You seek an investment for which there will be a liquid
§
You are willing to forgo the interest payments that are paid


secondary market.
on conventional interest bearing debt securities.
§
You are unwilling or are unable to take market risk on the
§
You are willing to forgo dividends or other benefits of


notes or to take our credit risk as issuer of the notes.
owning the stocks included in the Index.
§
You are willing to accept a limited or no market for sales

prior to maturity, and understand that the market prices for
the notes, if any, will be affected by various factors,
including our actual and perceived creditworthiness, our
internal funding rate and fees and charges on the notes.
§
You are willing to assume our credit risk, as issuer of the

notes, for all payments under the notes, including the Call
Amount or the Redemption Amount.
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

Hypothetical Payout Profile and Examples of Payments at
Maturity
The graph below shows a payout profile at maturity, which would only apply if the notes are not called on any Observation
Date.

Autocallable Market-Linked Step Up Notes
This graph reflects the returns on the notes, based on the
Threshold Value of 100.00% of the Starting Value, the Step
Up Value of 135.00% of the Starting Value and the Step Up
Payment of $3.50 per unit. The green line reflects the returns
on the notes, while the dotted gray line reflects the returns of a
direct investment in the stocks included in the Index, excluding
dividends.
This graph has been prepared for purposes of illustration only.

The following table and examples are for purposes of illustration only. They are based on hypothetical values and show
hypothetical returns on the notes, assuming the notes are not called on any Observation Date. They illustrate the calculation of the
Redemption Amount and total rate of return based on a hypothetical Starting Value of 100.00, a hypothetical Threshold Value of
100.00, a hypothetical Step Up Value of 135.00, the Step Up Payment of $3.50 per unit and a range of hypothetical Ending Values.
The actual amount you receive and the resulting total rate of return will depend on the actual Starting Value, Threshold
Value, Step Up Value and Ending Value, whether the notes are called on an Observation Date, and whether you hold the
notes to maturity. The following examples do not take into account any tax consequences from investing in the notes.

For recent actual levels of the Index, see "The Index" section below. The Index is a price return index and as such the Ending Value
will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled
to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.


Percentage Change from the

Redemption Amount

Total Rate of Return on the
Ending Value
Starting Value to the Ending Value
per Unit
Notes



0.00
-100.00%
$0.00
-100.00%
50.00

-50.00%

$5.00

-50.00%
75.00

-25.00%

$7.50

-25.00%
80.00

-20.00%

$8.00

-20.00%
85.00

-15.00%

$8.50

-15.00%
90.00

-10.00%

$9.00

-10.00%
95.00

-5.00%

$9.50

-5.00%
100.00

(1)(2)
0.00%

$13.50

(3)
35.00%
105.00

5.00%

$13.50

35.00%
110.00

10.00%

$13.50

35.00%
120.00

20.00%

$13.50

35.00%
130.00

30.00%

$13.50

35.00%
135.00

(4)
35.00%

$13.50

35.00%
140.00

40.00%

$14.00

40.00%
150.00

50.00%

$15.00

50.00%
200.00

100.00%

$20.00

100.00%

(1) This is the hypothetical Threshold Value.
(2) The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 3,455.92, which was the closing level of the Index on the pricing date.
(3) This amount represents the sum of the principal amount and the Step Up Payment of $3.50.
(4) This is the hypothetical Step Up Value.

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

Redemption Amount Calculation Examples

Example 1
The Ending Value is 50.00, or 50.00% of the Starting Value:
Starting Value: 100.00
Threshold Value: 100.00
Ending Value: 50.00
Redemption Amount per unit
Example 2
The Ending Value is 110.00, or 110.00% of the Starting Value:
Starting Value: 100.00
Step Up Value: 135.00
Ending Value: 110.00
$10.00 + $3.50 = $13.50
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the
Ending Value is equal to or greater than the Starting Value, but less than the Step Up Value.
Example 3
The Ending Value is 140.00, or 140.00% of the Starting Value:
Starting Value: 100.00
Step Up Value: 135.00
Ending Value: 140.00
Redemption Amount per unit

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

Risk Factors

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant
risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the
"Risk Factors" sections beginning on page PS-7 of product supplement EQUITY INDICES SUN-1, page S-1 of the prospectus
supplement, and page 1 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and
other advisors before you invest in the notes.

§ If the notes are not automatically called, depending on the performance of the Index as measured shortly before the
maturity date, you may lose up to 100% of the principal amount.
§ Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt
security of comparable maturity.
§ If the notes are called, your investment return is limited to the return represented by the applicable Call Premium.
§ Your investment return may be less than a comparable investment directly in the stocks included in the Index.
§ 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. If we become insolvent or are unable to pay our obligations, you may lose your entire
investment.
§ Our initial estimated value of the notes is lower than the public offering price of the notes. The public offering price of the
notes exceeds our initial estimated value because costs associated with selling and structuring the notes, as well as
hedging the notes, all as further described in "Structuring the Notes" on page TS-12, are included in the public offering
price of the notes.
§ Our initial estimated value does not represent future values of the notes and may differ from others' estimates. Our initial
estimated value is only an estimate, which was determined by reference to our 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,
our internal funding rate on the pricing date 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
notes that are greater or less than our 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 level of the Index,
our creditworthiness, interest rate movements and other relevant factors, which may impact the price at which MLPF&S,
BofAS or any other party would be willing to buy notes from you in any secondary market transactions. Our estimated
value does not represent a minimum price at which MLPF&S, BofAS or any other party would be willing to buy your notes
in any secondary market (if any exists) at any time.
§ Our initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate
debt. The internal funding rate that was used in the determination of our 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 we 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 pricing date, and could have an adverse
effect on any secondary market prices of the notes.
§ A trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a market for,
or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any
secondary market.
§ Your return on the notes and the value of the notes may be affected by factors affecting the international securities
markets, specifically changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress and
the political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could adversely
affect the performance of the Index and, consequently, the value of the notes. In addition, you will not obtain the benefit of
any increase in the value of the euro against the U.S. dollar which you would have received if you had owned the securities
in the Index during the term of your notes, although the level of the Index may be adversely affected by general exchange
rate movements in the market.
§ Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades in
shares of companies included in the Index), and any hedging and trading activities we, MLPF&S, BofAS or our respective
affiliates engage in for our clients' accounts, may affect the market value and return of the notes and may create conflicts
of interest with you.
§ The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
§ You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive
securities, dividends or other distributions by the issuers of those securities.
§ While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of the companies included in
the Index, we, MLPF&S , BofAS and our respective affiliates do not control any company included in the Index, and have
not verified any disclosure made by any other company.
§ There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint
and remove the calculation agent.

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

§ The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See
"Summary of U.S. Federal Income Tax Consequences" below and "U.S. Federal Income Tax Summary" beginning on
page PS-28 of product supplement EQUITY INDICES SUN-1. For a discussion of the Canadian federal income tax
consequences of investing in the notes, see "Material Income Tax Consequences--Canadian Taxation" in the prospectus,
as supplemented by the discussion under "Summary of Canadian Federal Income Tax Considerations" herein.
Other Terms of the Notes
The provision below supersedes and replaces the definition of "Market Measure Business Day" set forth in product supplement
EQUITY INDICES SUN-1.
Market Measure Business Day
A "Market Measure Business Day" means a day on which:

(A) the Eurex (or any successor) is open for trading; and

(B) the Index or any successor thereto is calculated and published.

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Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023
The Index

All disclosures contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation, and
changes in its components, have been derived from publicly available sources, which we have not independently verified. The
information reflects the policies of, and is subject to change by, STOXX Limited (the "Index sponsor" or "STOXX"). The Index
sponsor, which licenses the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue
publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section
entitled "Description of the Notes--Discontinuance of an Index" beginning on page PS-21 of product supplement EQUITY INDICES
SUN-1. None of us, the calculation agent, MLPF&S or BofAS accepts any responsibility for the calculation, maintenance or
publication of the Index or any successor index.

General

The Index was created by STOXX, a wholly owned subsidiary of Deutsche Börse AG. Publication of the Index began in
February 1998, based on an initial index level of 1,000 at December 31, 1991. The Index is derived from the EURO STOXX Total
Market Index ("TMI") and covers 50 blue-chip stocks from 11 Eurozone countries: Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The Index is reported by Bloomberg under the ticker
symbol "SX5E."

Index Composition and Maintenance

The stocks in the represented Eurozone countries are ranked in terms of free-float market capitalization. The largest stocks are
added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the
corresponding EURO STOXX TMI, which covers 95% of the free-float market capitalization of the represented Eurozone countries.
If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All
current stocks in the Index are added to the selection list. All of the stocks on the selection list are then ranked in terms of free-float
market capitalization to produce the final index selection list. The largest 40 stocks on the selection list are selected; the remaining
10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still
below 50, then the largest remaining stocks are selected until there are 50 stocks. The minimum liquidity criteria of the EURO
STOXX TMI also applies to the selection of index components.

The Index components are subject to a capped maximum index weight of 10%, which is applied on a quarterly basis. The
composition of the Index is reviewed annually in September. The review cut-off date is the last trading day of August.

The free-float factors for each component stock used to calculate the Index, as described below, are reviewed, calculated, and
implemented on a quarterly basis and are fixed until the next quarterly review.

The Index is subject to a "fast exit rule." The index components are monitored for any changes based on the monthly selection list
ranking (i.e., on an ongoing monthly basis). A stock is deleted from the Index if: (a) it ranks 75 or below on the monthly selection list
and (b) it ranked 75 or below on the selection list of the previous month. The highest-ranked stock that is not an index component
will replace it. Changes will be implemented on the close of the fifth trading day of the month, and will be effective the next trading
day.

The Index is also subject to a "fast entry rule." All stocks on the latest selection lists and initial public offering ("IPO") stocks are
reviewed for a fast-track addition on a quarterly basis. A stock is added, if (a) it qualifies for the latest STOXX blue-chip selection list
generated at the end of February, May, August or November and (b) it ranks within the "lower buffer" (ranks 1-25) on this selection
list. If the stock is added, it replaces the smallest component stock in the Index.

The Index is also reviewed on an ongoing basis. Corporate actions (including IPOs, mergers and takeovers, spin-offs, delistings,
and bankruptcy) that affect the index composition are immediately reviewed. Any changes are announced, implemented, and
effective in line with the type of corporate action and the magnitude of the effect.

A deleted stock is replaced immediately to maintain the fixed number of 50 component stocks. If a stock is deleted in between
regular review dates but is still a component of the EURO STOXX TMI, then the stock will remain in the SX5E until the next regular
review.

Index Calculation

The Index is calculated with the "Laspeyres formula," which measures the aggregate price changes in the component stocks
against a fixed base quantity weight. The formula for calculating the index level can be expressed as follows:

Index =
Free float market capitalization of the Index

Divisor of the Index

The "free-float market capitalization of the Index" is equal to the sum of the product of the price, number of shares outstanding, free
float factor, and weighting cap factor, for each component stock as of the time the Index is being calculated.

The Index is also subject to a divisor, which is adjusted to maintain the continuity of the index levels across changes due to
corporate actions, such as the deletion and addition of stocks, the substitution of stocks, stock dividends, and stock splits.

Neither we nor any of our affiliates, including the selling agent, accepts any responsibility for the calculation, maintenance, or
publication of, or for any error, omission, or disruption in, the Index or any successor to the Index. STOXX does not guarantee the
accuracy or the completeness of the Index or any data included in the Index. STOXX assumes no liability for any errors, omissions,
or disruption in the

Autocallable Market-Linked Step Up Notes
TS-9
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027959/a20-11405_3424b2.htm
9/14


3/3/2020
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027959/a20-11405_3424b2.htm
Autocal able Market-Linked Step Up Notes

Linked to the EURO STOXX 50 Index, due
®
February 27, 2023

calculation and dissemination of the Index. STOXX disclaims all responsibility for any errors or omissions in the calculation and
dissemination of the Index or the manner in which the Index is applied in determining the amount payable on the notes at maturity.

The following graph shows the daily historical performance of the Index in the period from January 1, 2010 through
February 27, 2020. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy
or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was
3,455.92.

Historical Performance of the Index

This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of
the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is
not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the
notes.
Before investing in the notes, you should consult publicly available sources for the levels of the Index.
License Agreement
We have entered into an agreement with STOXX providing us and certain of our affiliates or subsidiaries identified in that agreement
with a non-exclusive license and, for a fee, with the right to use the Index, which is owned and published by STOXX, in connection
with certain securities, including the notes.
STOXX and its licensors (the "Licensors") have no relationship to us, other than the licensing of the Index and the related
trademarks for use in connection with the notes.
STOXX and its Licensors do not sponsor, endorse, sell or promote the notes; recommend that any person invest in the notes; have
any responsibility or liability for or make any decisions about the timing, amount or pricing of the notes; have any responsibility or
liability for the administration, management or marketing of the notes; or consider the needs of the notes or the owners of the notes
in determining, composing or calculating the Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the notes. Specifically, STOXX and its Licensors do not make
any warranty, express or implied and disclaim any and all warranty about: the results to be obtained by the notes, the owners of the
notes or any other person in connection with the use of the Index and the data included in the Index; the accuracy or completeness
of the Index and its data; and the merchantability and the fitness for a particular purpose or use of the Index and its data. STOXX
and its Licensors will have no liability for any errors, omissions or interruptions in the Index or its data. Under no circumstances will
STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX
or its Licensors knows that they might occur. The licensing agreement between us and STOXX is solely for our benefit and the
benefit of STOXX and not for the benefit of the owners of the notes or any other third parties.

Autocallable Market-Linked Step Up Notes
TS-10
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027959/a20-11405_3424b2.htm
10/14