Obligation CBIC 2.5% ( US13605WRQ68 ) en USD

CBIC

100 % ⇌

Canada

US13605WRQ68 ( en USD )

2.5% par an ( paiement semestriel )

31/01/2025 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WRQ68 en USD 2.5%, échue

1 000 USD

3 000 000 USD

13605WRQ6

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 US13605WRQ68, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2025

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424B2 1 a19-12357_45424b2.htm 424B2

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

Pricing Supplement dated July 29, 2019
(To Prospectus Supplement dated November 6, 2018
and Prospectus dated March 28, 2017)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$3,000,000 Step-Up Callable Notes due January 31, 2025

We, Canadian Imperial Bank of Commerce (the "Bank" or "CIBC"), are offering $3,000,000 aggregate principal amount of our Step-Up Callable
Notes due January 31, 2025 (CUSIP 13605WRQ6 / ISIN US13605WRQ68) (the "Notes").

At maturity, if the Notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount, plus any
accrued and unpaid interest. Interest will be paid on January 31 and July 31 of each year, commencing on January 31, 2020, with the final interest
payment date occurring on the maturity date. The Notes will accrue interest at the following rates per annum during the indicated periods of their
term:

·
From and including July 31, 2019 to but excluding January 31, 2023: 2.50%

·
From and including January 31, 2023 to but excluding January 31, 2024: 2.75%

·
From and including January 31, 2024 to but excluding January 31, 2025: 3.00%

We have the right to redeem the Notes, in whole but not in part, on July 31, 2020, August 2, 2021, August 1, 2022, July 31, 2023 and July 31, 2024.
The redemption price will be 100% of the principal amount plus accrued and unpaid interest to, but excluding, the applicable Optional Redemption
Date.

The Notes will be issued in the denomination of $1,000 and integral multiples of $1,000 in excess thereof.

The Notes will not be listed on any securities exchange or automated quotation system.

The Notes are unsecured obligations of CIBC and all payments on the Notes are subject to the credit risk of CIBC. 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.

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 Prospectus Supplement and Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

We may, at our option, with the prior approval of the Superintendent of Financial Institutions (Canada) (the "Superintendent"), on not less than 30
days' and not more than 60 days' prior notice to the holders of the Notes, redeem all but not less than all of the Notes prior to their stated maturity
date on, or within 90 days after, the occurrence of a TLAC Disqualification Event (as defined in the accompanying Prospectus Supplement), at a
redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date fixed for redemption.
See "Description of the Notes We May Offer -- TLAC Disqualification Event Redemption" in the accompanying Prospectus Supplement.

The Notes are bail-inable notes (as defined in the accompanying Prospectus Supplement) and subject to conversion in whole or in part by means of
a transaction or series of transactions and in one or more steps into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of
the Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the application of
the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the
Notes. See "Description of Notes We May Offer -- Special Provisions Related to Bail-inable Notes" and "Risk Factors -- General Risks Relating to
the Notes" in the accompanying Prospectus Supplement.

Investing in the Notes involves risks. See the "Additional Risk Factors" beginning on page PRS-4 of this pricing supplement and the "Risk
Factors" beginning on page S-1 of the accompanying Prospectus Supplement and page 1 of the Prospectus.

Price to Public
Underwriting Discount(1)
Proceeds to CIBC
Per Note
100.00%
0.70%
99.30%
Total
$3,000,000.00
$21,000.00
$2,979,000.00

(1) The total "Underwriting Discount" and "Proceeds to CIBC" specified above reflect the aggregate of the underwriting discounts per Note at the

time CIBC established any hedge positions prior to the Trade Date. Jefferies LLC ("Jefferies") will receive a commission of 0.70% or $7 per
$1,000 Principal Amount of Notes and may use a portion of its commission to allow selling concessions to other dealers in connection with the
distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. See "Supplemental Plan of
Distribution" in this pricing supplement.

We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on July 31, 2019 against payment in
immediately available funds.

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ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the Prospectus dated March 28, 2017 (the "Prospectus") and the Prospectus
Supplement dated November 6, 2018 (the "Prospectus Supplement"), relating to our Senior Global Medium-Term Notes, of which
these Notes are a part, for additional information about the Notes. Information in this pricing supplement supersedes information in the
Prospectus Supplement and Prospectus to the extent it is different from that information. Certain defined terms used but not defined
herein have the meanings set forth in the Prospectus Supplement or the Prospectus.

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

We are not, and Jefferies is 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, the accompanying Prospectus
Supplement or the accompanying Prospectus is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the
accompanying Prospectus Supplement, nor the accompanying Prospectus constitutes an offer, or an invitation on our behalf or on
behalf of Jefferies, 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 Prospectus Supplement and Prospectus on the SEC website www.sec.gov as follows (or if such address has
changed, by reviewing our filing for the relevant date on the SEC website):

·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28,

2017:https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

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SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
Prospectus Supplement dated November 6, 2018 and the Prospectus dated March 28, 2017, each filed with the SEC. See "About This
Pricing Supplement" in this pricing supplement.

Issuer:

Canadian Imperial Bank of Commerce (the "Issuer" or the "Bank")

Type of Note:

Step-Up Callable Notes due January 31, 2025

CUSIP/ISIN:

CUSIP: 13605WRQ6 / ISIN: US13605WRQ68

Minimum Denominations:

$1,000 and integral multiples of $1,000 in excess thereof.

Principal Amount:

$1,000 per Note

Aggregate Principal Amount
$3,000,000
of Notes:

Currency:

U.S. Dollars

Trade Date:

July 29, 2019

Original Issue Date:

July 31, 2019

Maturity Date:

January 31, 2025, subject to early redemption and postponement as described in "--Business Day"
below.

Interest Accrual Date:

July 31, 2019

Interest Rate:

The Notes will accrue interest during the following periods at the following rates per annum:

Dates
Annual Rates

from and including July 31, 2019 to but excluding January 31, 2023
2.50%

from and including January 31, 2023 to but excluding January 31, 2024
2.75%

from and including January 31, 2024 to but excluding January 31, 2025
3.00%

Interest Period:

Semi-annual

Interest Payment Dates:

January 31 and July 31 of each year, beginning on January 31, 2020, subject to postponement as
described in "--Business Day" below.

Day Count Fraction:

30/360

Record Date:

The fifteenth calendar day, whether or not a Business Day, immediately preceding the related
interest payment date.

Optional Early Redemption:
We have the right to redeem the Notes, in whole but not in part, on any Optional Redemption Date.
The redemption price will be 100% of the principal amount plus any accrued and unpaid interest to,
but excluding, the date of such redemption. If we elect to redeem the Notes, we will give you notice
at least 5 Business Days and no more than 30 Business Days before the date of such redemption.

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Optional Redemption Dates:
July 31, 2020, August 2, 2021, August 1, 2022, July 31, 2023 and July 31, 2024, subject to
postponement as described in "--Business Day" below.

TLAC Disqualification Event
The Notes may be redeemed after the occurrence of a TLAC Disqualification Event, subject to the
Redemption:
prior approval of the Superintendent.

Canadian Bail-in Powers

Yes. The Notes are subject to bail-in conversion under the Canadian bail-in regime.
Acknowledgment:

Calculation Agent:

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

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

Ranking:

Senior, unsecured

Business Day:

New York and Toronto. If any scheduled payment date is not a Business Day, the payment will be
made on the next succeeding Business Day. No additional interest will accrue on the Notes as a
result of such postponement, and no adjustment will be made to the length of the relevant interest
period.

Listing:

None

Use of Proceeds:

General corporate purposes.

Clearance and Settlement:

We will issue the Notes in the form of a fully registered global note registered in the name of the
nominee of DTC. Beneficial interests in the Notes will be represented through book-entry accounts
of financial institutions acting on behalf of beneficial owners as direct and indirect participants in
DTC. Except in the limited circumstances described in the accompanying Prospectus Supplement,
owners of beneficial interests in the Notes will not be entitled to have Notes registered in their
names, will not receive or be entitled to receive Notes in definitive form and will not be considered
holders of Notes under the indenture.

Terms Incorporated:

All of the terms appearing under the caption "Description of the Notes We May Offer" beginning on
page S-12 of the accompanying Prospectus Supplement, as modified by this pricing supplement.

Withholding:

The Bank or the applicable paying agent will deduct or withhold from a payment on a Note any
present or future tax, duty, assessment or other governmental charge that the Bank determines is
required by law or the interpretation or administration thereof to be deducted or withheld. Payments
on a Note will not be increased by any amount to offset such deduction or withholding.

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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 Prospectus Supplement and "Risk Factors" beginning on
page 1 of the accompanying 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 Prospectus and Prospectus Supplement.
We May Redeem The Notes, In Which Case You Will Receive No Further Interest Payments.
We retain the option to redeem the Notes, in whole but not in part, on any Optional Redemption Date by giving at least 5 Business
Days and no more than 30 Business Days' prior notice. It is more likely that we will redeem the Notes prior to their stated maturity
date to the extent that the interest payable on the Notes is greater than the interest that would be payable on our other instruments of a
comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed prior to their stated maturity date, you
will receive no further interest payments from the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.
The Price At Which The Notes May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be
Substantially Less Than The Amount For Which They Were Originally Purchased.
The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are
not limited to: (i) changes in interest rates generally, (ii) any actual or anticipated changes in our credit ratings or credit spreads, and
(iii) time remaining to maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price
of the Notes may be impacted by the redemption feature of the Notes. Additionally, the interest rates of the Notes reflect not only our
credit spread generally but also the redemption feature of the Notes and thus may not reflect the rate at which a note without a
redemption feature and increasing interest rate might be issued and sold.
Depending on the actual or anticipated level of interest rates, the market value of the Notes may decrease and you may receive
substantially less than 100% of the original issue price if you sell your Notes prior to maturity.
The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect
Secondary Market Prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which Jefferies or any other party is willing
to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since
secondary market prices are likely to exclude underwriting commissions paid with respect to the Notes and the cost of hedging our
obligations under the Notes that are included in the original issue price. The cost of hedging includes the projected profit that we and/or
our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary
market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary
market prices may differ from values determined by pricing models used by Jefferies as a result of dealer discounts, mark-ups or other
transaction costs.
Your Investment Is Subject To The Credit Risk Of The Bank.
The Notes are senior unsecured debt obligations of the Bank 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 the other
unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. All
payments to be made on the Notes, including the interest payments and the return of the principal amount at maturity, depend on the
ability of the Bank to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the Bank may
affect the market value of the Notes and, in the event the Bank were to default on its 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 the Notes We May Offer--Events of Default" in the Prospectus Supplement.

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Step-Up Notes Present Different Investment Considerations Than Fixed-Rate Notes.
The rate of interest paid by us on the Notes will increase upward from the initial stated rate of interest on the Notes. The Notes are
callable by us, in whole but not in part, prior to maturity and, therefore, contain the redemption risk described above. If we do not call
the Notes, the interest rate will step up as described on the cover of this pricing supplement. Unless general interest rates rise
significantly, you should not expect to earn the highest scheduled interest rate set forth on the cover of this pricing supplement because
the Notes are likely to be called prior to maturity if interest rates remain the same or fall during their term. When determining whether
to invest in a step-up fixed rate note, you should not focus on the highest stated interest rate, which usually is the final step-up rate of
interest. You should instead consider, among other things, the overall annual percentage rate of interest to maturity or the various
potential redemption dates as compared to other investment alternatives.
Certain Business and Trading Activities May Create Conflicts with Your Interests and Could Potentially Adversely Affect the
Value of the Notes.
We, Jefferies or one or more of our respective affiliates may engage in trading and other business activities that are not for your account
or on your behalf (such as holding or selling of the Notes for our proprietary account or effecting secondary market transactions in the
Notes for other customers). These activities may present a conflict between your interest in the Notes and the interests we, Jefferies or
one or more of our respective affiliates may have in our or their proprietary account. We, Jefferies and our respective affiliates may
engage in any such activities without regard to the Notes or the effect that such activities may directly or indirectly have on the value of
the Notes.
Moreover, we, Jefferies and our respective affiliates play a variety of roles in connection with the issuance of the Notes, including
hedging our obligations under the Notes. We expect to hedge our obligations under the Notes through one of our affiliates and/or
another unaffiliated counterparty. In connection with such activities, our economic interests and the economic interests of affiliates of
ours may be adverse to your interests as an investor in the Notes. Any of these activities may affect the value of the Notes. In addition,
because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may
result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits
realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under the terms of the
Notes or in any secondary market transaction.
In addition, the Bank will serve as calculation agent for the Notes and will have sole discretion in calculating the amounts payable in
respect of the Notes. Exercising discretion in this manner could adversely affect the value of the Notes.
The Notes Will Not Be Listed On Any Securities Exchange Or Any Inter-Dealer Quotation System; There May Be No
Secondary Market For The Notes; Potential Illiquidity Of The Secondary Market; Holding Of The Notes By Jefferies Or Its Or
Our Affiliates And Future Sales.
The Notes are most suitable for purchasing and holding to maturity or the Optional Redemption Date, as applicable. The Notes will be
new securities for which there is no trading market. The Notes will not be listed on any organized securities exchange or any inter-
dealer quotation system. We cannot assure you as to whether there will be a trading or secondary market for the Notes or, if there were
to be such a trading or secondary market, that it would be liquid.
Under ordinary market conditions, Jefferies or any of its affiliates may (but are not obligated to) make a secondary market for the Notes
and may cease doing so at any time. Because we do not expect other broker-dealers to participate in the secondary market for the
Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Jefferies or any of its
affiliates are willing to transact. If none of Jefferies or any of its affiliates makes a market for the Notes, there will not be a secondary
market for the Notes. Accordingly, we cannot assure you as to the development or liquidity of any secondary market for the Notes. If a
secondary market in the Notes is not developed or maintained, you may not be able to sell your Notes easily or at prices that will
provide you with a yield comparable to that of similar securities that have a liquid secondary market.
In addition, the principal amount of the Notes being offered may not be purchased by investors in the initial offering, and Jefferies or
one or more of its or our affiliates may agree to purchase any unsold portion. Jefferies or such affiliate or affiliates intend to hold the
Notes, which may affect the supply of the Notes available in any secondary market trading and therefore may adversely affect the price
of the Notes in any secondary market trading. If a substantial portion of any Notes held by Jefferies or its or our affiliates were to be
offered for sale following this

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offering, the market price of such Notes could fall, especially if secondary market trading in such Notes is limited or illiquid.
The Notes Are Not Insured By Any Third Parties.
The Notes will be solely our obligations. Neither the Notes nor your investment in the Notes are insured by the United States Federal
Deposit Insurance Corporation, the Canada Deposit Insurance Corporation, the Bank Insurance Fund or any other government agency
or instrumentality of the United States, Canada or any other jurisdiction.
The Tax Treatment Of The Notes Is Uncertain.
Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your own tax situation.
See "Certain U.S. Federal Income Tax Considerations" and "Certain Canadian Income Tax Considerations" in this pricing supplement.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion supersedes but is subject to the same qualifications and limitations as the discussion in the section called
"Material Income Tax Consequences--United States Taxation" in the accompanying Prospectus. Capitalized terms used in this section
without definition shall have the respective meanings given such terms in the accompanying Prospectus.
There is no authority that specifically addresses the U.S. federal income tax treatment of an instrument such as the bail-inable debt
securities. While the bail-inable debt securities should be treated as debt for U.S. federal income tax purposes, the Internal Revenue
Service (the "IRS") could assert an alternative tax treatment of the bail-in debt securities for U.S. federal income tax purposes, such as
the bail-inable debt securities should be considered as equity. There can be no assurance that any alternative tax treatment, if
successfully asserted by the IRS would not have adverse U.S. federal income tax consequences to a U.S. holder of the bail-inable debt
securities. However, treatment of the bail-inable debt securities as equity for U.S. federal income tax purposes should not result in
inclusions of income with respect to the bail-inable debt securities that are materially different than the U.S. federal income tax
consequences if the bail-inable debt securities are treated as debt for U.S. federal income tax purposes.
If the bail-inable debt securities are characterized as debt for U.S. federal income tax purposes, the U.S. federal income tax
consequences to a U.S. holder of the bail-inable debt securities would be as described below in "--Notes Treated as Contingent
Payment Debt Instruments".
If the bail-inable debt securities were characterized as equity for U.S. federal income tax purposes, the U.S. federal income tax
consequences to a U.S. holder of the bail-in debt securities would be as described below in "--Notes Treated as Stock".
It is unlikely that interest payments on the bail-inable debt securities that are treated as dividends for U.S. federal income tax purposes
would be treated as "qualified dividend income" for U.S. federal income tax purposes. Amounts treated as dividends would be taxed at
ordinary income tax rates if such dividends were not treated as qualified dividend income.
United States holders are urged to consult their tax advisors regarding the characterization of the bail-in debt securities as debt or
equity for U.S. federal income tax purposes.
The following summary describes certain U.S. federal income tax consequences relevant to the purchase, ownership, and disposition of
the Notes. This discussion is based upon current provisions of the Code, existing and proposed Treasury Regulations thereunder,
current administrative rulings, judicial decisions and other applicable authorities. All of the foregoing are subject to change, which
change may apply retroactively and could affect the continued validity of this summary. This summary does not describe any tax
consequences arising under the laws of any state, locality or taxing jurisdiction other than the U.S. federal government. This discussion
also does not purport to be a complete analysis of all tax considerations relating to the Notes. You should consult your tax advisor
concerning the U.S. federal income tax and other tax consequences of your investment in the Notes in your particular
circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other
tax laws.
U.S. Holders
Notes Treated as Contingent Payment Debt Instruments
If the Notes are treated as contingent payment debt instruments, interest payments on the Notes should be taxable to holders in
accordance with their regular method of accounting. We intend to treat the Notes as not issued with original issue discount ("OID")
despite the fact that the interest rate on the Notes is scheduled to step up over the term of the Notes because Treasury regulations
generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of
determining whether a debt instrument is issued with OID. The yield on the Notes would be minimized if we exercise our right to
redeem the Notes immediately before any scheduled interest rate increase. As a result, the Notes should be treated for OID purposes as
fixed-rate notes that will mature prior to the step-up in interest rate for the Notes. This assumption is made solely for U.S. federal
income tax purposes of determining whether the Note is issued with OID and is not an indication of our actual intention to redeem or
not to redeem the Notes at any time. If we do not redeem the Notes prior to the first increase in the interest rate then, solely for OID
purposes, the Notes will be deemed to be reissued at their adjusted issue price on such redemption date. This deemed reissuance should
not give rise to taxable gain or loss to holders and the

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Notes should not be treated as issued with OID because under the rules described above, the Notes should be deemed to be called on
the next interest step-up date. The same analysis should apply to each subsequent interest step-up date.
Under this approach, the coupon on a Note will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is
received in accordance with the U.S. Holder's normal method of accounting for tax purposes (regardless of whether we redeem the
Notes). If, however, you use the accrual method of accounting and keep an applicable financial statement, you may be required to
recognize income on the Notes before normal tax accrual.
Notes Treated as Stock
If the Notes are treated as stock, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment on
maturity in an amount equal to the difference between the amount you receive at such time and the amount that you paid for your
Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year. The
Issuer will report periodic payments designated as interest, if any, as ordinary dividends to U.S. Holders that do not constitute qualified
dividend income.
We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the
Notes for U.S. federal income tax or other tax purposes.
You are urged to consult your tax advisors concerning the significance, and the potential impact, of the above considerations.
Additional Information for U.S. Holders. For the treatment regarding other aspects of interest payments and backup withholding and
information reporting considerations please see the discussion under "Material Income Tax Consequences--United States Taxation" in
the accompanying Prospectus.
Non-U.S. Holders
We currently do not withhold on interest payments to non-U.S. holders in respect of instruments such as Notes. However, if we
determine that there is a material risk that we will be required to withhold on any such payments, we may withhold on such payments
at a 30% rate, unless non-U.S. holders have provided to us an appropriate and valid Internal Revenue Service Form W-8. In addition,
non-U.S. holders will be subject to the general rules regarding information reporting and backup withholding as described under the
heading "Material Income Tax Consequences--United States Taxation--U.S. Backup Withholding and Information Reporting" in the
accompanying Prospectus.

PRS-8
https://www.sec.gov/Archives/edgar/data/1045520/000110465919042621/a19-12357_45424b2.htm
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