Obligation CBIC 0% ( US13605WWM99 ) en USD

CBIC

292 % ▲

Canada

US13605WWM99 ( en USD )

23/03/2026

Prospectus brochure de l'obligation CIBC US13605WWM99 en USD 0%, échéance 23/03/2026

1 000 USD

3 515 000 USD

13605WWM9

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 US13605WWM99, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/03/2026

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WWM99, a été notée NR par l'agence de notation Moody's.

424B2 1 a20-12205_20424b2.htm 424B2

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

PRICING SUPPLEMENT dated March 18, 2020
(To Equity Index Underlying Supplement dated December 16, 2019, Prospectus Supplement
dated December 16, 2019 and Prospectus dated December 16, 2019)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes

Market Linked Securities--Leveraged Upside Participation and
Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026
¢ Linked to the Dow Jones Industrial Average® (the "Index")
¢ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide
for a payment at maturity that may be greater than, equal to or less than the principal amount of the securities, depending on the performance of
the Index from its Starting Level to its Ending Level. The payment at maturity will reflect the following terms:

If the level of the Index increases, you will receive the principal amount plus 163% participation in the upside performance of the Index

If the level of the Index does not change or decreases but the decrease is not more than 40%, you will be repaid the principal amount

If the level of the Index decreases by more than 40%, you will have 1-to-1 downside exposure to the decrease in the level of the Index from
the Starting Level, and you will lose more than 40%, and possibly all, of the principal amount

¢ Investors may lose some or all of the principal amount

¢ All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue any
securities included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of
your investment

¢ No periodic interest payments or dividends

¢ No exchange listing; designed to be held to maturity

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See "Risk
Factors" beginning on page PRS-8 herein and beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and
page 1 of the prospectus.

The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian
Imperial Bank of Commerce. The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities are not bail-
inable debt securities (as defined on page 6 of the prospectus).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved of these securities
or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Original Offering Price
Underwriting Discount (1)
Proceeds to CIBC

Per Security
$1,000.00
$43.00
$957.00

Total
$3,515,000.00
$151,145.00
$3,363,855.00

(1) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $43.00 per security. The agent may resell the securities to
other securities dealers at the principal amount less a concession not in excess of $25.00 per security. Such securities dealers may include Wells Fargo Advisors
("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate
of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $1.20 per security of the underwriting discount to WFA as a
distribution expense fee for each security sold by WFA. See "Supplemental Plan of Distribution" in this pricing supplement and "Use of Proceeds and Hedging" in the
underlying supplement for information regarding how we may hedge our obligations under the securities.

Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $934.90 per security. The estimated value is less than the principal
amount of the securities. See "The Estimated Value of the Securities" in this pricing supplement.

Wells Fargo Securities

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Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth in this
pricing supplement, the underlying supplement, the prospectus supplement and the prospectus, each filed with the SEC. See "About This Pricing
Supplement" in this pricing supplement.

Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
The Dow Jones Industrial Average® (Bloomberg ticker symbol "INDU")

Pricing Date:
March 18, 2020

Issue Date:
March 23, 2020

Principal Amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a principal amount of
$1,000.

On the Stated Maturity Date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
Redemption Amount. The "Redemption Amount" per security will equal:
· if the Ending Level is greater than the Starting Level: $1,000 plus

· if the Ending Level is less than or equal to the Starting Level, but greater than or equal to the Threshold Level:
Redemption Amount:
$1,000; or
· if the Ending Level is less than the Threshold Level: $1,000 minus

If the Ending Level is less than the Threshold Level, you will lose more than 40%, and possibly all, of the
principal amount of your securities at maturity.

March 23, 2026. If the Final Valuation Date is postponed, the Stated Maturity Date will be the later of (i) March 23,
2026 and (ii) three Business Days after the Final Valuation Date, as postponed. No interest will be paid in respect of
Stated Maturity Date:
such postponement. See "Additional Terms of the Securities--Market Disruption Events" in this pricing supplement.
The securities are not subject to redemption at the option of CIBC or repayment at the option of any holder of the
securities prior to the Stated Maturity Date.

Closing Level:
The "Closing Level" of the Index on any Trading Day means the official closing level of the Index as reported by the
Index Sponsor on such Trading Day.

Starting Level:
19,898.92, the Closing Level of the Index on the Pricing Date.
Ending Level:
The "Ending Level" will be the Closing Level of the Index on the Final Valuation Date.

Threshold Level:
11,939.352, which is equal to 60% of the Starting Level.

Participation Rate:
163%

March 16, 2026. If such day is not a Trading Day, the Final Valuation Date will be postponed to the next succeeding
Final Valuation Date:
Trading Day. The Final Valuation Date is subject to postponement due to the occurrence of a

PRS-2

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
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Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

market disruption event. See "Additional Terms of the Securities--Market Disruption Events" in this pricing

supplement.

Calculation Agent:
CIBC

For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and
Material U.S. Tax
disposition of the securities, see "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement
Consequences:
and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities dealers
acting as custodians, at the principal amount of the securities less a concession of not in excess of $25.00 per
Agent:
security. Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells
Fargo Securities will pay $1.20 per security of the underwriting discount to WFA as a distribution expense fee for
each security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WWM9 / US13605WWM99

PRS-3

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

DETERMINING PAYMENT AT MATURITY

On the Stated Maturity Date, you will receive a cash payment per security (the Redemption Amount) calculated as follows:

PRS-4

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
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Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

HYPOTHETICAL PAYOUT PROFILE

The following profile is based on the Participation Rate of 163% and the Threshold Level equal to 60% of the Starting Level. This graph has been
prepared for purposes of illustration only. Your actual return will depend on the actual Ending Level and whether you hold your securities to
maturity.

PRS-5

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated December 16, 2019 (the "prospectus"), the prospectus supplement
dated December 16, 2019 (the "prospectus supplement") and the Equity Index Underlying Supplement dated December 16, 2019 (the "underlying
supplement"), relating to our Senior Global Medium-Term Notes, of which these securities are a part, for additional information about the
securities. Information included in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the
prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the
underlying supplement, the prospectus supplement and the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying underlying
supplement, prospectus supplement and 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 underlying supplement, prospectus
supplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not, and
Wells Fargo Securities 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 Wells Fargo Securities is not, making an offer to sell the securities 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 underlying
supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the applicable document. Our business, financial
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condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying underlying
supplement, prospectus supplement or prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

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

PRS-6

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

· seek 163% leveraged exposure to any upside performance of the Index if the Ending Level is greater than the Starting Level;
· desire repayment of the principal amount at maturity so long as the Ending Level is not less than the Starting Level by more than 40%;
· understand that if the Ending Level is less than the Starting Level by more than 40%, they will be fully exposed to the decrease in the
Index from the Starting level and will lose more than 40%, and possibly all, of the principal amount per security;
· are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and
· are willing to hold the securities until maturity.

The securities are not designed for, and may not be a suitable investment for, investors who:

· seek a liquid investment or are unable or unwilling to hold the securities to maturity;
· are unwilling to accept the risk that the Ending Level of the Index may decrease by more than 40% from the Starting Level;
· seek full return at maturity of the principal amount of the securities;
· are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price;
· seek current income;
· are unwilling to accept the risk of exposure to the large capitalization segment of the U.S. equity market;
· seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the payment at maturity for the securities;
· are unwilling to accept the credit risk of CIBC to obtain exposure to the Index generally, or to the exposure to the Index that the securities
provide specifically; or
· prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

PRS-7

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

RISK FACTORS

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The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities or the securities included in the Index. You should carefully consider the risk factors set forth below and "Risk Factors" beginning on
page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus, as well as the other
information contained in this pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus, including
the documents they incorporate by reference. As described in more detail below, the value of the securities may vary considerably before the
Stated Maturity Date due to events that are difficult to predict and are beyond our control. You should reach an investment decision only after you
have carefully considered with your advisors the suitability of an investment in the securities in light of your particular circumstances.

If The Ending Level Is Less Than The Threshold Level, You Will Lose More Than 40%, And Possibly All, Of The Principal Amount Of
Your Securities At Maturity.

We will not repay you a fixed amount on the securities on the Stated Maturity Date. The Redemption Amount will depend on the direction of and
percentage change in the Ending Level of the Index relative to the Starting Level and the other terms of the securities. Because the level of the
Index will be subject to market fluctuations, the Redemption Amount you receive may be more or less, and possibly significantly less, than the
principal amount of your securities.

If the Ending Level is less than the Threshold Level, the Redemption Amount that you receive at maturity will be reduced by an amount equal to
the decline in the level of the Index from the Starting Level. The Threshold Level is 60% of the Starting Level. As a result, you will lose more than
40%, and possibly all, of the principal amount per security at maturity even if the level of the Index is greater than or equal to the Starting Level or
the Threshold Level at certain times during the term of the securities.

Even if the Ending Level is greater than the Starting Level, the amount you receive at maturity may only be slightly greater than the principal
amount, and your yield on the securities may be less than the yield you would earn if you bought a traditional interest-bearing debt security of
CIBC or another issuer with a similar credit rating with the same Stated Maturity Date.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, if the securities were classified for U.S. federal income tax purposes as contingent
payment debt instruments rather than prepaid cash-settled derivative contracts, you would be required to accrue interest income over the term of
your securities. See "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement and "Certain U.S. Federal Income Tax
Consequences" in the underlying supplement.

The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under
the securities are subject to our creditworthiness, and you will have no ability to pursue any securities included in the Index for payment. As a
result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and,
in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities. See
"Description of Senior Debt Securities--Events of Default" in the prospectus.

PRS-8

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

Our Estimated Value Of The Securities Is Lower Than The Original Offering Price Of The Securities.

Our estimated value is only an estimate using several factors. The original offering price of the securities exceeds our estimated value because
costs associated with selling and structuring the securities, as well as hedging the securities, are included in the original offering price of the
securities. See "The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.

Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This
estimated value was based on 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 securities that are greater than or less than our 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 value of the securities could change significantly based on, among
other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if
any, at which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market transactions. See "The
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Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads for our
conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the
economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms
of the securities and could have an adverse effect on any secondary market prices of the securities. See "The Estimated Value of the Securities" in
this pricing supplement.

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person
May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on
Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other
factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may
vary depending on the aggregate principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such
secondary market price for the securities will likely be less than the original offering price.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the Issue Date or during the six-month
period following the Issue Date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an
amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the original
offering price. Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities
or any of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities' proprietary pricing
models less the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline
steadily to zero over this six-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we
expect that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your
securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your
brokerage account statement may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.

The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the securities prior to maturity will be affected by the then-current level of the Index, interest rates at that time and a number of other
factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor.
The following factors, among others, are expected to affect the value of the securities. When we refer to the "value" of your security, we mean the
value you could receive for your security if you are able to sell it in the open market before the Stated Maturity Date.

PRS-9

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

· Index Performance. The value of the securities prior to maturity will depend substantially on the then-current level of the Index. The
price at which you may be able to sell the securities before maturity may be at a discount, which could be substantial, from their principal
amount, if the level of the Index at such time is less than, equal to or not sufficiently above its Starting Level.

· Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.

· Volatility Of The Index. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the securities
may be affected if the volatility of the Index changes.

· Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from that which
would be expected based on the then-current level of the Index. This difference will most likely reflect a discount due to expectations and
uncertainty concerning the level of the Index during the period of time still remaining to the maturity date. In general, as the time
remaining to maturity decreases, the value of the securities will approach the amount that could be payable at maturity based on the then-
current level of the Index.

· Dividend Yields On Securities Included In The Index. The value of the securities may be affected by the dividend yields on securities
included in the Index.

· Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings, financial
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condition or results of operation may affect the value of the securities. However, because the return on the securities is dependent upon
factors in addition to our ability to pay our obligations under the securities, such as the level of the Index, an improvement in our credit
ratings, financial condition or results of operation will not reduce the other investment risks related to the securities.

You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change
in the value of the securities attributable to another factor, such as a change in the level of the Index.

The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although Wells Fargo Securities
and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the
securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a
secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which
Wells Fargo Securities and/or its affiliates are willing to buy your securities.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior
to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity.

The Stated Maturity Date May Be Postponed If The Final Valuation Date Is Postponed.

The Final Valuation Date will be postponed if the originally scheduled Final Valuation Date is not a Trading Day or if the calculation agent
determines that a market disruption event has occurred or is continuing on that day. If such a postponement occurs, the Stated Maturity Date will
be postponed until the later of (i) the initial Stated Maturity Date and (ii) three Business Days after the Final Valuation Date, as postponed.

We Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts Of Interest Could Arise.

We or one of our affiliates will be the calculation agent for purposes of determining, among other things, the Starting Level and the Ending Level,
calculating the Redemption Amount, determining whether adjustments should be made to the Ending Level, determining whether a market
disruption event has occurred on the scheduled Final Valuation Date, which may result in postponement of the Final Valuation Date; determining
the Closing Level of the Index if the Final Valuation Date is postponed to the last day to which it may be postponed and a market disruption event
occurs on that day; if publication of the Index is discontinued, selecting a successor or, if no successor is available, determining the Closing Level
on the Final Valuation Date; and determining whether to adjust the Closing Level of the Index on the Final Valuation Date in the event of certain
changes in or modifications to the Index. Although the calculation agent will exercise its judgment in good faith when performing its functions,
potential conflicts of interest may exist between the calculation agent and you.

PRS-10

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your
Interests.

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the
securities, which we refer to as a "participating dealer," will potentially be adverse to your interests as an investor in the securities. In engaging in
certain of the activities described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the
value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable
investment return on the securities.

· Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the
securities and may adversely affect the level of the Index. Our affiliates or any dealer participating in the offering of the securities or
its affiliates may, at present or in the future, publish research reports on the Index or the companies whose securities are included in
the Index. This research will be modified from time to time without notice and may, at present or in the future, express opinions or
provide recommendations that are inconsistent with purchasing or holding the securities. Any research reports on the Index or the
companies whose securities are included in the Index could adversely affect the level of the Index and, therefore, adversely affect the
value of and your return on the securities. You are encouraged to derive information concerning the Index from multiple sources and
should not rely on the views expressed by us or our affiliates or any participating dealer or its affiliates. In addition, any research
reports on the Index or the companies whose securities are included in the Index published on or prior to the Pricing Date could result
in an increase in the level of the Index on the Pricing Date, which would adversely affect investors in the securities by increasing the
level at which the Index must close on the Final Valuation Date in order for investors in the securities to receive a favorable return.

· Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included in
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the Index may adversely affect the level of the Index. Our affiliates or any participating dealer or its affiliates may, at present or in the
future, engage in business with the companies whose securities are included in the Index, including making loans to those companies
(including exercising creditors' remedies with respect to such loans), making equity investments in those companies or providing
investment banking, asset management or other advisory services to those companies. These business activities could adversely affect
the level of the Index and, therefore, adversely affect the value of and your return on the securities. In addition, in the course of these
business activities, our affiliates or any participating dealer or its affiliates may acquire non-public information about one or more of
the companies whose securities are included in the Index. If our affiliates or any participating dealer or its affiliates do acquire such
non-public information, we and they are not obligated to disclose such non-public information to you.

· Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index. We expect
to hedge our obligations under the securities through one or more hedge counterparties, which may include our affiliates or any
participating dealer or its affiliates. Pursuant to such hedging activities, our hedge counterparty may acquire securities included in the
Index or listed or over-the-counter derivative or synthetic instruments related to the Index or such securities. Depending on, among
other things, future market conditions, the aggregate amount and the composition of such positions are likely to vary over time. To the
extent that our hedge counterparty has a long hedge position in any of the securities included in the Index, or derivative or synthetic
instruments related to the Index or such securities, they may liquidate a portion of such holdings at or about the time of the Final
Valuation Date or at or about the time of a change in the securities included in the Index. These hedging activities could potentially
adversely affect the level of the Index and, therefore, adversely affect the value of and your return on the securities.

· Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index. Our
affiliates or any participating dealer or its affiliates may engage in trading in the securities included in the Index and other instruments
relating to the Index or such securities on a regular basis as part of their general broker-dealer and other businesses. Any of these
trading activities could potentially adversely affect the prices of the securities included in the Index and, therefore, adversely affect the
value of and your return on the securities.

· A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any
selling concession and/or any distribution expense fee, creating a further incentive for the participating dealer to sell the securities
to you. If any participating dealer or any of its affiliates conducts hedging activities for us in connection with the securities, that
participating dealer or its affiliates expect to realize a projected profit from such

PRS-11

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

hedging activities, and this projected profit will be in addition to any concession or distribution expense fee that the participating
dealer receives for the sale of the securities to you. This additional projected profit may create a further incentive for the participating
dealer to sell the securities to you.

The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.

There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
U.S. Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a
court might not agree with the treatment of the securities as prepaid cash-settled derivative contracts. If the IRS were successful in asserting an
alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely
affected. As described under "Certain U.S. Federal Income Tax Consequences" in the underlying supplement, the U.S. Treasury Department and
the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts"
and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the securities, including the character and timing of income or loss and the degree, if any, to which
income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect.

Both U.S. and non-U.S. persons considering an investment in the securities should review carefully "Summary of U.S. Federal Income Tax
Consequences" in this pricing supplement and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement and consult their
tax advisors regarding the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments and the issues
presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

There Can Be No Assurance That The Canadian Federal Income Tax Consequences Of An Investment In The Securities Will Not Change
In The Future.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing
https://www.sec.gov/Archives/edgar/data/1045520/000110465920036553/a20-12205_20424b2.htm[3/20/2020 4:04:00 PM]

practices of the Canada Revenue Agency will not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal
income tax consequences of investing in the securities, please read the section entitled "Certain Canadian Federal Income Tax Considerations" in
this pricing supplement as well as the section entitled "Material Income Tax Consequences--Canadian Taxation" in the accompanying prospectus.
You should consult your tax advisor with respect to your own particular situation.

PRS-12

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

HYPOTHETICAL RETURNS

The following table illustrates, for a hypothetical Starting Level of 100.00, a hypothetical Threshold Level of 60.00, the Participation Rate of
163%, a term to maturity of 6 years, and a range of hypothetical Ending Levels of the Index:

· the hypothetical percentage change from the hypothetical Starting Level to the hypothetical Ending Level;
· the hypothetical Redemption Amount payable at maturity per security; and
· the hypothetical pre-tax total rate of return.

Hypothetical
Hypothetical
Percentage Change
Hypothetical Redemption
Pre-Tax
Hypothetical
From the Hypothetical Starting
Amount Payable At Maturity Per
Total Rate
Ending Level
Level to the Hypothetical Ending Level
Security
of Return

200.00
100.00%
$2,630.00
163.00%
175.00
75.00%
$2,222.50
122.25%
150.00
50.00%
$1,815.00
81.50%
125.00
25.00%
$1,407.50
40.75%
115.00
15.00%
$1,244.50
24.45%
110.00
10.00%
$1,163.00
16.30%
105.00
5.00%
$1,081.50
8.15%
100.00(1)
0.00%
$1,000.00
0.00%
95.00
-5.00%
$1,000.00
0.00%
90.00
-10.00%
$1,000.00
0.00%
75.00
-25.00%
$1,000.00
0.00%
60.00
-40.00%
$1,000.00
0.00%
59.00
-41.00%
$590.00
-41.00%
50.00
-50.00%
$500.00
-50.00%
25.00
-75.00%
$250.00
-75.00%
0.00
-100.00%
$0.00
-100.00%
(1)The hypothetical Starting Level of 100.00 has been chosen for illustrative purposes only and does not represent the actual Starting Level. The
actual Starting Level is set forth under "Terms of the Securities" above. For historical data regarding the actual Closing Levels of the Index, see
the historical information set forth under the section titled "The Dow Jones Industrial Average®" below.

The above figures are for purposes of illustration only and may have been rounded for ease of analysis. The actual amount you receive at maturity
and the resulting pre-tax rate of return will depend on the actual Starting Level, Threshold Level, and Ending Level.

PRS-13

Market Linked Securities--Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average® due March 23, 2026

HYPOTHETICAL PAYMENTS AT MATURITY

Set forth below are three examples of payment at maturity calculations, reflecting the Participation Rate of 163%, the Threshold Level of 60% of
the hypothetical Starting Level, and assuming hypothetical Ending Levels as indicated in the examples. The terms used for purposes of these
hypothetical examples do not represent the actual Starting Level or Threshold Level. The hypothetical Starting Level of 100.00 has been chosen
https://www.sec.gov/Archives/edgar/data/1045520/000110465920036553/a20-12205_20424b2.htm[3/20/2020 4:04:00 PM]

Document Outline

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