Obligation ScotiaBank 0% ( US06417R8566 ) en USD

ScotiaBank

100 % ▲

Canada

US06417R8566 ( en USD )

0%

25/04/2025 - Obligation échue

Prospectus brochure de l'obligation Bank of Nova Scotia US06417R8566 en USD 0%, échue

1 000 USD

23 563 000 USD

06417R856

N/A

N/A

La Banque de Nouvelle-Écosse (Scotiabank) est une banque multinationale canadienne offrant une vaste gamme de services financiers personnels et commerciaux à travers les Amériques, en Europe et en Asie-Pacifique.

Le marché obligataire a récemment enregistré la finalisation réussie du remboursement d'une obligation émise par la Banque de Nouvelle-Écosse (Bank of Nova Scotia), un acteur financier majeur au Canada et sur la scène internationale, confirmant son engagement envers ses créanciers. Cette émission, identifiée par le code ISIN US06417R8566 et le code CUSIP 06417R856, représentait un instrument de dette de type zéro-coupon, caractérisé par un taux d'intérêt nominal de 0%, signifiant qu'aucun versement d'intérêts périodique n'était effectué, l'investisseur réalisant son rendement par la différence entre le prix d'achat (généralement décoté) et la valeur de remboursement à la maturité. D'une taille totale d'émission de 23 563 000 USD et libellée en dollars américains, avec une taille minimale à l'achat fixée à 1 000 USD, cette obligation est parvenue à échéance le 25 avril 2025, où elle a été intégralement remboursée à 100% de sa valeur nominale, comme il est d'usage pour les titres de dette arrivés à leur terme. La Banque de Nouvelle-Écosse, dont le siège est au Canada, est une institution financière d'envergure internationale offrant une gamme complète de services bancaires aux particuliers et aux entreprises, de gestion de patrimoine et de services bancaires d'investissement à travers les Amériques et au-delà, et la ponctualité de ce remboursement souligne sa solide gestion financière et sa fiabilité continue en tant qu'émetteur sur les marchés de capitaux.

424B2 1 bn54962882-424b2.htm FORM 424B2

File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -
2 2 8 6 1 4
(T o Prospe c t us da t e d De c e m be r 2 6 ,
2 0 1 8 ,
Prospe c t us Supple m e nt da t e d
De c e m be r 2 6 , 2 0 1 8
a nd Produc t Prospe c t us Supple m e nt
EQU I T Y LI RN -1 da t e d Fe brua ry 2 1 ,
2 0 2 0 )
2,356,250 Units
Pricing Date
April 23, 2020
$10 principal amount per unit
Settlement Date
April 30, 2020
CUSIP No. 06417R856
Maturity Date
April 25, 2025

Le ve ra ge d I nde x Re t urn N ot e s® Link e d t o t he Dow J one s
I ndust ria l Ave ra ge ®
? Maturity of approximately five years
? 155.75% leveraged upside exposure to increases in the Index
? 1-to-1 downside exposure to decreases in the Index with up to 100.00% of your principal at risk
? All payments occur at maturity and are subject to the credit risk of The Bank of Nova Scotia
? 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 "CDIC"), the U.S. Federal Deposit Insurance
Corporation (the "FDIC"), or any other governmental agency of Canada, the United States or any other jurisdiction
T he not e s a re be ing issue d by T he Ba nk of N ova Sc ot ia ("BN S"). T he re a re im port a nt diffe re nc e s be t w e e n
t he not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s a nd c e rt a in
a ddit iona l c ost s. Se e "Risk Fa c t ors" be ginning on pa ge T S-6 of t his t e rm she e t , "Addit iona l Risk
Fa c t ors" on pa ge T S-7 of t his t e rm she e t a nd "Risk Fa c t ors" be ginning on pa ge PS-6 of produc t
prospe c t us supple m e nt EQU I T Y LI RN -1 .
T he init ia l e st im a t e d va lue of t he not e s a s of t he pric ing da t e is $ 9 .5 7 pe r unit , w hic h is le ss t ha n t he public
offe ring pric e list e d be low . See "Summary" on the following page, "Risk Factors" beginning on page TS-6 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 U.S. 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
$23,562,500.00
Underwriting discount
$0.25
$589,062.50
Proceeds, before expenses, to BNS
$9.75
$22,973,437.50
T he not e s:
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

Are N ot FDI C I nsure d
Are N ot Ba nk
M a y Lose V a lue
Gua ra nt e e d
BofA Se c urit ie s
April 23, 2020
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
Summary
The Leveraged Index Return Notes® Linked to the Dow Jones Industrial Average® , due April 25, 2025 (the "notes") are our senior
unsecured debt securities. The notes are not guaranteed or insured by the CDIC or the FDIC, and are not, either directly or
indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus). T he not e s
w ill ra nk e qua lly w it h a ll of our ot he r unse c ure d se nior de bt . Any pa ym e nt s due on t he not e s, inc luding a ny
re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of BN S. The notes provide you a leveraged return if the
Ending Value of the Market Measure, which is the Dow Jones Industrial Average® (the "Index"), is greater than 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 "Terms of the Notes" below.
The economic terms of the notes (including the Participation Rate) 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 estimated value was
determined by reference to our internal pricing models, which take into consideration certain factors, such as our internal funding
rate on the pricing date 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
Redemption Amount Determination
I ssue r:
The Bank of Nova Scotia ("BNS")
On the maturity date, you will receive a cash payment per unit
determined as follows:
Princ ipa l
$10.00 per unit

Am ount :
T e rm :
Approximately five years

M a rk e t
The Dow Jones Industrial Average®

M e a sure :
(Bloomberg symbol: "INDU"), a price
return index
St a rt ing
23,515.26

V a lue :
Ending V a lue : The average of the closing levels of

the Market Measure on each
calculation day occurring during the
Maturity Valuation Period. The
scheduled calculation days are
subject to postponement in the
event of Market Disruption Events,
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

as described beginning on page PS-
19 of product prospectus
supplement EQUITY LIRN-1.
T hre shold
23,515.26 (100.00% of the Starting

V a lue :
Value).
Pa rt ic ipa t ion
155.75%

Ra t e :
M a t urit y
April 15, 2025, April 16, 2025, April

V a lua t ion
17, 2025, April 21, 2025 and April
Pe riod:
22, 2025
Fe e s a nd
The underwriting discount of $0.25

Cha rge s:
per unit listed on the cover page and
the hedging related charge of
$0.075 per unit described in
"Structuring the Notes" on page TS-
12.
Ca lc ula t ion
BofA Securities, Inc. ("BofAS").

Age nt :
Leveraged Index Return Notes®
TS-2
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
The terms and risks of the notes are contained in this term sheet and in the following:
?
Product prospectus supplement EQUITY LIRN-1 dated February 21, 2020:
https://www.sec.gov/Archives/edgar/data/9631/000091412120000697/bn54730277-424b2.htm
?
Prospectus supplement dated December 26, 2018:
https://www.sec.gov/Archives/edgar/data/9631/000091412118002473/bn50676984-424b3.htm
?
Prospectus dated December 26, 2018:
https://www.sec.gov/Archives/edgar/data/9631/000119312518357537/d677731d424b3.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 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 prospectus
supplement EQUITY LIRN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document
to "we," "us," "our," or similar references are to BNS.
Investor Considerations
Y ou m a y w ish t o c onside r a n inve st m e nt in t he
T he not e s m a y not be a n a ppropria t e inve st m e nt for
not e s if:
you if:
? You anticipate that the Index will increase from the
? You believe that the Index will decrease from the
Starting Value to the Ending Value.
Starting Value to the Ending Value or that it will not
? You are willing to risk a substantial or entire loss of
increase sufficiently over the term of the notes to
principal if the Index decreases from the Starting Value
provide you with your desired return.
to an Ending Value.
? You seek 100% principal repayment or preservation of
? You are willing to forgo the interest payments that are
capital.
paid on conventional interest bearing debt securities.
? You seek interest payments or other current income on
? You are willing to forgo dividends or other benefits of
your investment.
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

owning the stocks included in the Index.
? You want to receive dividends or other distributions paid
? You are willing to accept a limited or no market for
on the stocks included in the Index.
sales prior to maturity, and understand that the market
? You seek an investment for which there will be a liquid
prices for the notes, if any, will be affected by various
secondary market.
factors, including our actual and perceived
? You are unwilling or are unable to take market risk on
creditworthiness, our internal funding rate and fees and
the notes or to take our credit risk as issuer of the
charges on the notes.
notes.
? You are willing to assume our credit risk, as issuer of
the notes, for all payments under the notes, including
the Redemption Amount.
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Leveraged Index Return Notes®
TS-3
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
Hypothetical Payout Profile and Examples of Payments at Maturity
Le ve ra ge d I nde x Re t urn N ot e s®

This graph reflects the returns on the notes, based on the
Participation Rate of 155.75% and the Threshold Value of 100%
of the Starting Value. 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 hypot he t ic a l values and show
hypot he t ic a l returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a
hypothetical Starting Value of 100, a hypothetical Threshold Value of 100, the Participation Rate of 155.75% and a range of
hypothetical Ending Values. T he a c t ua l a m ount you re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill de pe nd on
t he a c t ua l St a rt ing V a lue , T hre shold V a lue , Ending V a lue , a nd w he t he r you hold t he not e s t o m a t urit y. The
following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, 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.
Pe rc e nt a ge Cha nge from
t he St a rt ing V a lue t o t he
Re de m pt ion Am ount pe r
T ot a l Ra t e of Re t urn on
Ending V a lue

Ending V a lue

U nit

t he N ot e s
0.00

-100.00%

$0.0000

-100.000%
50.00

-50.00%

$5.0000

-50.000%
60.00

-40.00%

$6.0000

-40.000%
70.00

-30.00%

$7.0000

-30.000%
80.00

-20.00%

$8.0000

-20.000%
90.00

-10.00%

$9.0000

-10.000%
95.00

-5.00%

$9.5000

-5.000%
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

97.00

-3.00%

$9.7000

-3.000%
100.00(1)(2)

0.00%

$10.0000

0.000%
110.00

10.00%

$11.5575

15.575%
120.00

20.00%

$13.1150

31.150%
130.00

30.00%

$14.6725

46.725%
140.00

40.00%

$16.2300

62.300%
150.00

50.00%

$17.7875

77.875%
160.00

60.00%

$19.3450

93.450%
(1)
This is the hypot he t ic a l Threshold Value.
(2)
The hypot he t ic a l Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 23,515.26, which was the closing level of the Market Measure on the pricing date.
Leveraged Index Return Notes®
TS-4
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s
Ex a m ple 1
The Ending Value is 70.00, or 70.00% of the Starting Value:
Starting Value: 100.00
Threshold Value: 100.00
Ending Value: 70.00

Redemption Amount per unit
Ex a m ple 2
The Ending Value is 150.00, or 150.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 150.00

= $ 1 7 .7 8 7 5 Redemption Amount per unit
Leveraged Index Return Notes®
TS-5
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
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-6 of product prospectus supplement EQUITY LIRN-1, page S-2 of the prospectus
supplement, and page 5 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.
?
Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a
loss; there is no guaranteed return of principal.
?
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.
?
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
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

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. Our initial estimated value of the
notes is only an estimate. The public offering price of the notes exceeds our initial estimated value because it includes
costs associated with selling and structuring the notes, as well as hedging our obligations under the notes with a third
party, which may include BofAS or one of its affiliates. These costs include the underwriting discount and an expected
hedging related charge, as further described in "Structuring the Notes" on page TS-12.
?
Our initial estimated value of the notes does not represent future values of the notes and may differ from others' estimates.
Our initial estimated value of the notes is determined by reference to our internal pricing models when the terms of the
notes are set. These pricing models consider certain factors, such as our internal funding rate on the pricing date, the
expected term of the notes, market conditions and other relevant factors existing at that time, and our assumptions about
market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models
and assumptions could provide valuations for the notes that are different from our initial estimated value. In addition, market
conditions and other relevant factors in the future may change, and any of our assumptions may prove to be incorrect. On
future dates, the market value of the notes could change significantly based on, among other things, the performance of
the Index, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors. These
factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the
price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex
and unpredictable ways. Our initial estimated value does not represent a minimum price at which we or any agents would
be willing to buy your notes in any secondary market (if any exists) at any time.
?
Our initial estimated value is not determined by reference to credit spreads or the borrowing rate we would pay for our
conventional fixed-rate debt securities. The internal funding rate 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 securities and the
borrowing rate we would pay for our conventional fixed-rate debt securities. If we were to use the interest rate implied by
the credit spreads for our conventional fixed-rate debt securities, or the borrowing rate we would pay for our conventional
fixed-rate debt securities, we would expect the economic terms of the notes to be more favorable to you. Consequently,
our use of an internal funding rate for the notes would have an adverse effect on the economic terms of the notes, the
initial estimated value of the notes on the pricing date, and the price at which you may be able to sell the notes in any
secondary market.
?
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.
?
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 may adversely affect its level and your interests, and the Index
sponsor has no obligation to consider your interests.
?
You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities
or 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 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.
Leveraged Index Return Notes®
TS-6
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
?
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.
?
The conclusion that no portion of the interest paid or credited or deemed to be paid or credited on a note will be
"Participating Debt Interest" subject to Canadian withholding tax is based in part on the current published administrative
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

position of the CRA. There cannot be any assurance that CRA's current published administrative practice will not be
subject to change, including potential expansion in the current administrative interpretation of Participating Debt Interest
subject to Canadian withholding tax. If, at any time, the interest paid or credited or deemed to be paid or credited on a
note is subject to Canadian withholding tax, you will receive an amount that is less than the Redemption Amount. You
should consult your own adviser as to the potential for such withholding and the potential for reduction or refund of part or
all of such withholding, including under any bilateral Canadian tax treaty the benefits of which you may be entitled. For a
discussion of the Canadian federal income tax consequences of investing in the notes, see "Summary of Canadian Federal
Income Tax Consequences" below, "Canadian Taxation--Debt Securities" on page 62 of the prospectus dated December
26, 2018, and "Supplemental Discussion of Canadian Federal Income Tax Consequences" on page PS-27 of product
prospectus supplement EQUITY LIRN-1.
Additional Risk Factors
T he COV I D -1 9 virus m a y ha ve a n a dve rse im pa c t on BN S
On 11 March 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a
global pandemic. Governments in affected areas have imposed a number of measures designed to contain the outbreak, including
business closures, travel restrictions, quarantines and cancellations of gatherings and events. The spread of COVID-19 has had
disruptive effects in countries in which BNS operates and the global economy more widely, as well as causing increased volatility
and declines in financial markets. If the pandemic is prolonged, or further diseases emerge that give rise to similar effects, the
adverse impact on the global economy could deepen and result in further declines in financial markets. A substantial amount of
BNS's business involves making loans or otherwise committing resources to specific companies, industries or countries. The
COVID-19 pandemic's impact on such borrowers, industries and countries could have a material adverse effect on BNS's financial
results, businesses, financial condition or liquidity. The COVID-19 pandemic may also result in disruption to BNS's key suppliers of
goods and services and result in increased unavailability of staff adversely impacting the quality and continuity of service to
customers and the reputation of BNS. As a result the business, results of operations, corporate reputation and financial condition of
BNS could be adversely impacted for a substantial period of time.
Leveraged Index Return Notes®
TS-7
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
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. The information reflects the policies of, and is
subject to change by, S&P Dow Jones Indices LLC (the "Index sponsor"). 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 LIRNs--
Discontinuance of an Index" beginning on page PS-20 of product prospectus supplement EQUITY LIRN-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.
Public a t ion of t he I nde x
Unless otherwise stated, all information on the Index provided in this term sheet is derived from S&P Dow Jones Indices LLC. The
Index is a price-weighted index, which means an underlying stock's weight in the Index is based on its price per share rather than
the total market capitalization of the issuer. The Index is designed to provide an indication of the composite performance of 30
common stocks of corporations representing a broad cross-section of U.S. industry. The corporations represented in the Index tend
to be market leaders in their respective industries and their stocks are typically widely held by individuals and institutional investors.
The Index is maintained by an Averages Committee comprised of three representatives of S&P Dow Jones Indices LLC and two
representatives of The Wall Street Journal ("WSJ"). While there are no rules for component selection, a stock typically is added
only if it has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors.
Unlike most other indices, which are reconstituted according to a fixed review schedule, constituents of the Index are reviewed on
an as-needed basis. Changes to the common stocks included in the Index tend to be made infrequently, and the underlying stocks
of the Index may be changed at any time.
The Index initially consisted of 12 common stocks and was first published in the WSJ in 1896. The Index was increased to include
https://www.sec.gov/Archives/edgar/data/9631/000091412120001593/bn54962882-424b2.htm[4/27/2020 12:02:38 PM]

20 common stocks in 1916 and to 30 common stocks in 1928. The number of common stocks in the Index has remained at 30
since 1928, and, in an effort to maintain continuity, the constituent corporations represented in the Index have been changed on a
relatively infrequent basis.
Com put a t ion of t he I nde x
The level of the Index is the sum of the primary exchange prices of each of the 30 component stocks included in the Index, divided
by a divisor that is designed to provide a meaningful continuity in the level of the Index. Because the Index is price-weighted, stock
splits or changes in the component stocks could result in distortions in the Index level. In order to prevent these distortions related
to extrinsic factors, the divisor is periodically changed in accordance with a mathematical formula that reflects adjusted proportions
within the Index. The current divisor of the Index is published daily in the WSJ and other publications. In addition, other statistics
based on the Index may be found in a variety of publicly available sources.
Leveraged Index Return Notes®
TS-8
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
The following graph shows the daily historical performance of the Index in the period from January 1, 2010 through April
23, 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
23,515.26.
H ist oric a l Pe rform a nc e of t he I nde x
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.
Lic e nse Agre e m e nt
S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and Dow Jones® is a registered trademark of
Dow Jones Trademark Holdings LLC ("Dow Jones"). These trademarks have been licensed for use by S&P Dow Jones Indices
LLC. Dow Jones®, DJIA®, The Dow® and INDU are trademarks of Dow Jones and have been licensed for use by S&P Dow Jones
Indices LLC and its affiliates and sublicensed for certain purposes by us. The Index is a product of S&P Dow Jones Indices LLC
and/or its affiliates and has been licensed for use by us for a fee.
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their
respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices make no representation or warranty, express
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or implied, to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or in
the notes particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices' only relationship to
us with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow
Jones Indices and/or its third party licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices
without regard to us, MLPF&S, BofAS or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of
holders of the notes into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not
responsible for and have not participated in the determination of the prices, and amount of the notes or the timing of the issuance
or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P
Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is
no assurance that investment products based on the Index will accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security or futures contract within an index is not
a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered to be
investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor
financial products unrelated to the notes currently being issued by us, but which may be similar to and competitive with the notes.
In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is
possible that this trading activity will affect the value of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT
LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS,
OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES,
Leveraged Index Return Notes®
TS-9
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY
US, MLPF&S, BOFAS, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR
WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR
GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES
INDICES.
Leveraged Index Return Notes®
TS-10
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
Supplement to the Plan of Distribution
Under our distribution agreement with BofAS, BofAS will purchase the notes from us as principal at the public offering price
indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S will purchase the notes from BofAS for resale, and will receive a selling concession in connection with the sale of the
notes in an amount up to the full amount of the underwriting discount set forth on the cover of this term sheet.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than two business days
following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are
required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes more than two business days prior to the settlement date will be required to specify alternative
settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum
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investment amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its
affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and BofAS may repurchase and resell the notes, with repurchases and resales being made at prices related to then-
prevailing market prices or at negotiated prices, and these prices will include MLPF&S's and BofAS's trading commissions and
mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making transactions; however, neither
is obligated to engage in any such transactions. At their discretion, for a short, undetermined initial period after the issuance of the
notes, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed the initial estimated
value of the notes. Any price offered by MLPF&S or BofAS for the notes will be based on then-prevailing market conditions and
other considerations, including the performance of the Index and the remaining term of the notes. However, none of us, MLPF&S,
BofAS or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you
that we, MLPF&S, BofAS or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial
estimated value of the notes.
The value of the notes shown on your account statement produced by MLPF&S will be based on BofAS's estimate of the value of
the notes if BofAS or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will
be based upon the price that BofAS may pay for the notes in light of then-prevailing market conditions, and other considerations,
as mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than the initial
estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors
with the description of the terms of the notes that was made available to investors in connection with their initial offering.
Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding BNS or
for any purpose other than that described in the immediately preceding sentence.
Leveraged Index Return Notes®
TS-11
Leveraged Index Return Notes

®
Linked to the Dow Jones Industrial Average®, due April 25, 2025
Structuring the Notes
The notes are our unsecured senior debt securities, the return on which is linked to the performance of the Index. As is the case
for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived
creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked note is typically lower than the
rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This generally relatively lower
internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with
market-linked notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering
price.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the
performance of the Index and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue
the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other
derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined by seeking bids from
market participants, including MLPF&S, BofAS and its affiliates, and take into account a number of factors, including our
creditworthiness, interest rate movements, the volatility of the Index, the tenor of the notes and the tenor of the hedging
arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging
arrangements.
BofAS has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit,
reflecting an estimated profit to be credited to BofAS from these transactions. Since hedging entails risk and may be influenced by
unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by BofAS or any third
party hedge providers.
For further information, see "Risk Factors--General Risks Relating to LIRNs" beginning on page PS-6 and "Use of Proceeds and
Hedging" on page PS-16 of product prospectus supplement EQUITY LIRN-1.
Leveraged Index Return Notes®
TS-12
Leveraged Index Return Notes

®
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