Obligation CBIC 0% ( US13607G2451 ) en USD

CBIC

100 % ⇌

Canada

US13607G2451 ( en USD )

25/02/2022 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607G2451 en USD 0%, échue

1 000 USD

81 485 000 USD

13607G245

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 US13607G2451, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/02/2022

3/3/2020
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424B2 1 a20-10800_25424b2.htm 424B2

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

8,148,500 Units
Pricing Date
February 27,
$10 principal amount per unit
Settlement Date
2020
CUSIP No. 13607G245
Maturity Date
March 5,
2020
February 25,
2022

Capped Leveraged Index Return Notes® Linked to

the S&P 500® Index

§ Maturity of approximately two years
§ 2-to-1 upside exposure to increases in the Index, subject to a capped return of 13.66%
§ 1-to-1 downside exposure to decreases in the Index beyond a 10.00% decline, with up to 90.00% of your
principal at risk
§ Al payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
§ No periodic interest payments
§ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075
per unit. See "Structuring the Notes"
§ Limited secondary market liquidity, with no exchange listing
§ The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The
notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other governmental agency of the United States, Canada, or any other
jurisdiction

The notes are being issued by Canadian Imperial Bank of Commerce ("CIBC"). There are important differences between
the notes and a conventional debt security, including different investment risks and certain additional costs. See "Risk
Factors" beginning on page TS-6 of this term sheet and beginning on page PS-6 of product supplement EQUITY INDICES
LIRN-1.

The initial estimated value of the notes as of the pricing date is $9.644 per unit, which is less than the public offering price
listed below. 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 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
$81,485,000.00
Underwriting discount
$ 0.20
$1,629,700.00
Proceeds, before expenses, to CIBC
$ 9.80
$79,855,300.00

The notes:

Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

BofA Securities
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Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®
Summary
The Capped Leveraged Index Return Notes®L inked to the S&P 500®I ndex, due February 25, 2022 (the "notes") are our senior unsecured debt
securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation
or any other governmental agency of the United States, Canada or any other jurisdiction or secured by col ateral. The notes are not bail-inable debt
securities (as defined on page 6 of the prospectus). The notes will rank equally with all of our other unsecured and unsubordinated debt. Any
payments due on the notes, including any repayment of principal, will be subject to the credit risk of CIBC. The notes provide you a
leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the S&P 500® I ndex (the "Index"), is greater than the Starting
Value. If the Ending Value is equal to or less than the Starting Value but greater than or equal to the Threshold Value, you wil receive the principal
amount of your notes. If the Ending Value is less than the Threshold Value, you wil lose a portion, which could be significant, of the principal amount
of your notes. Any payments on the notes wil be calculated based on the $10 principal amount per unit and wil 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 Capped Value) 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
typical y lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding rate, as wel as the
underwriting discount and the hedging-related charge described below, reduced the economic terms of the notes to you and the initial estimated
value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial
estimated value of the notes.

On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based
on our pricing models, and was based on our internal funding rate on the pricing date, market conditions and other relevant factors existing at that
time, and our assumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see
"Structuring the Notes" on page TS-12
Terms of the Notes
Redemption Amount Determination
Issuer:
Canadian Imperial Bank of Commerce
On the maturity date, you wil receive a cash payment per unit determined as
("CIBC ")
fol ows:
Principal
$10.00 per unit
Amount:
Term:
Approximately two years
Market Measure:
The S&P 500® I ndex (Bloomberg
symbol: "SPX"), a price return index
Starting Value:
2,978.76
Ending Value:
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, as
described beginning on page PS-18 of
product supplement EQUITY INDICES
LIRN-1.
Threshold
2,680.88 (90% of the Starting Value,
Value:
rounded to two decimal places).
Participation
200%
Rate:
Capped Value:
$11.366 per unit, which represents a
return of 13.66% over the principal
amount.
Maturity
February 15, 2022, February 16, 2022,
Valuation
February 17, 2022, February 18, 2022
Period:
and February 22, 2022
Fees and
The underwriting discount of $0.20 per
Charges:
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.
Calculation
BofA Securities, Inc. ("BofAS").
Agent:

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Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®

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

§ Product supplement EQUITY INDICES LIRN-1 dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073347/a19-25016_3424b5.htm

§ Prospectus supplement dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm

§ Prospectus dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm
These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may,
without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including
this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written
materials you may have received are superseded by the Note Prospectus.
Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES
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 CIBC.

Investor Considerations

You may wish to consider an investment in the notes if:

The notes may not be an appropriate investment for you
if:
§

You anticipate that the Index will increase moderately from
§ You believe that the Index will decrease from the Starting
the Starting Value to the Ending Value.
Value to the Ending Value or that it will not increase
§ You are willing to risk a substantial loss of principal if the
sufficiently over the term of the notes to provide you with
Index decreases from the Starting Value to an Ending Value
your desired return.
that is below the Threshold Value.
§ You seek 100% principal repayment or preservation of
capital.
§ You accept that the return on the notes will be capped.
§ You seek an uncapped return on your investment.
§ You are willing to forgo the interest payments that are 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 owning
your investment.
the stocks included in the Index.
§ You want to receive dividends or other distributions paid
on the stocks included in the Index.
§ You are willing to accept a limited or no market for sales
prior to maturity, and understand that the market prices for
§ You seek an investment for which there will be a liquid
the notes, if any, will be affected by various factors,
secondary market.
including our actual and perceived creditworthiness, our
§ You are unwilling or are unable to take market risk on the
internal funding rate and fees and charges on the notes.
notes or to take our credit risk as issuer of the 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.

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Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®

Hypothetical Payout Profile and Examples of Payments at
Maturity

Capped Leveraged Index Return Notes®
This graph reflects the returns on the notes, based on the

Participation Rate of 200%, the Threshold Value of 90% of
the Starting Value and the Capped Value of $11.366 per
unit. The green line reflects the returns on the notes, while
the dotted gray line reflects the returns of a direct
investment in the stocks included in the Index, excluding
dividends.

This graph has been prepared for purposes of illustration
only.

The following table and examples are for purposes of illustration only. They are based on hypothetical values and show
hypothetical returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a
hypothetical Starting Value of 100.00, a hypothetical Threshold Value of 90.00, the Participation Rate of 200%, the Capped Value of
$11.366 per unit and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of
return will depend on the actual Starting Value, Threshold Value and Ending Value, and whether you hold the notes to
maturity. The following examples do not take into account any tax consequences from investing in the notes.

For recent actual levels of the 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.

Percentage Change from the
Starting Value to the Ending
Redemption Amount
Total Rate of Return on the
Ending Value
Value
per Unit
Notes
0.00
-100.00%
$1.000
-90.00%
50.00
-50.00%
$6.000
-40.00%
80.00
-20.00%
$9.000
-10.00%
90.00(1)
-10.00%
$10.000
0.00%
95.00
-5.00%
$10.000
0.00%
97.00
-3.00%
$10.000
0.00%
100.00(2)
0.00%
$10.000
0.00%
102.00
2.00%
$10.400
4.00%
105.00
5.00%
$11.000
10.00%
106.83
6.83%
$11.366(3)
13.66%
120.00
20.00%
$11.366
13.66%
150.00
50.00%
$11.366
13.66%
200.00
100.00%
$11.366
13.66%

(1) This is the hypothetical Threshold Value.
(2) The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 2,978.76, which was the closing level of the Market Measure on the pricing date.
(3) The Redemption Amount per unit cannot exceed the Capped Value.

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Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®

Redemption Amount Calculation Examples

Example 1
The Ending Value is 50.00, or 50.00% of the Starting Value:
Starting Value:
100.00

Threshold Value:
90.00

Ending Value:
50.00

= $6.00 Redemption Amount per unit

Example 2
The Ending Value is 97.00, or 97.00% of the Starting Value:
Starting Value:
100.00

Threshold Value:
90.00

Ending Value:
97.00

Redemption Amount (per unit) = $10.00, the principal amount, since the Ending Value is less than the Starting Value but equal to or
greater than the Threshold Value.

Example 3
The Ending Value is 102.00, or 102.00% of the Starting Value:
Starting Value:
100.00

Ending Value:
102.00

= $10.40 Redemption Amount per unit

Example 4
The Ending Value is 130.00, or 130.00% of the Starting Value:
Starting Value:
100.00

Ending Value:
130.00

= $16.00, however, because the Redemption Amount for the notes cannot exceed
the Capped Value, the Redemption Amount will be $11.366 per unit

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®
Linked to the S&P 500 Index, due February 25, 2022
®
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 supplement EQUITY INDICES LIRN-1, page S-1 of the prospectus
supplement, and page 1 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and
other advisors before you invest in the notes.

§
Depending on the performance of the Index as measured shortly before the maturity date, you may lose up to 90% of the

principal amount.

§
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt

security of comparable maturity.

§
Your investment return is limited to the return represented by the Capped Value and may be less than a comparable

investment directly in the stocks included in the Index.

§
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected

to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire
investment.

§
Our initial estimated value of the notes is lower than the public offering price of the notes. The public offering price of the

notes exceeds our initial estimated value because costs associated with selling and structuring the notes, as well as
hedging the notes, all as further described in "Structuring the Notes" on page TS-12, are included in the public offering
price of the notes.

§
Our initial estimated value does not represent future values of the notes and may differ from others' estimates. Our initial

estimated value is only an estimate, which was determined by reference to our internal pricing models when the terms of
the notes were set. This estimated value was based on market conditions and other relevant factors existing at that time,
our internal funding rate on the pricing date and our assumptions about market parameters, which can include volatility,
dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the
notes that are greater or less than our initial estimated value. In addition, market conditions and other relevant factors in
the future may change, and any assumptions may prove to be incorrect. On future dates, the market value of the notes
could change significantly based on, among other things, changes in market conditions, including the level of the Index,
our creditworthiness, interest rate movements and other relevant factors, which may impact the price at which MLPF&S,
BofAS or any other party would be willing to buy notes from you in any secondary market transactions. Our estimated
value does not represent a minimum price at which MLPF&S, BofAS or any other party would be willing to buy your notes
in any secondary market (if any exists) at any time.

§
Our initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate

debt. The internal funding rate that was used in the determination of our initial estimated value of the notes generally
represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other
things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability
management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If we were to have used
the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more
favorable to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the
economic terms of the notes and the initial estimated value of the notes on the pricing date, and could have an adverse
effect on any secondary market prices of the notes.

§
A trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a market

for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in
any secondary market.

§
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades in

shares of companies included in the Index), and any hedging and trading activities we, MLPF&S, BofAS or our respective
affiliates engage in for our clients' accounts, may affect the market value and return of the notes and may create conflicts
of interest with you.

§
The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.

§
You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive

securities 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, except to the extent that the common stock of Bank of America Corporation (the parent company of MLPF&S and
BofAS) is 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.

§
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See

"Summary of U.S. Federal Income Tax Consequences" below and "U.S. Federal Income Tax Summary" beginning on
page PS-26 of product supplement EQUITY INDICES LIRN-1. For a discussion of the Canadian federal income tax
consequences of investing in the notes, see "Material Income Tax Consequences--Canadian Taxation" in the prospectus,
as supplemented by the discussion under "Summary of Canadian Federal Income Tax Considerations" herein.

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Linked to the S&P 500 Index, due February 25, 2022
®

The Index

All disclosures contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation, and
changes in its components, have been derived from publicly available sources, which we have not independently verified. The
information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (the "Index sponsor" or "S&P"). 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-19 of product supplement EQUITY
INDICES 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.

General

The Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the
Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time
compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the
years 1941 through 1943.

Relevant criteria employed by S&P include the viability of the particular company, the extent to which that company represents the
industry group to which it is assigned, the extent to which the market price of that company's common stock generally is responsive
to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company.
Eleven main groups of companies constitute the Index, with the approximate percentage of the market capitalization of the Index
included in each group as of January 31, 2020 indicated in parentheses: Information Technology (24.2%), Health Care (13.8%),
Financials (12.6%), Communication Services (10.5%), Consumer Discretionary (9.8%), Industrials (9%), Consumer Staples (7.2%),
Energy (3.9%), Utilities (3.5%), Real Estate (3%) and Materials (2.5%). S&P may from time to time, in its sole discretion, add
companies to, or delete companies from, the Index to achieve the objectives stated above. As of the close of business on
September 21, 2018, S&P and MSCI, Inc. updated the Global Industry Classification Sector ("GICS") structure. Among other things,
the update broadened the Telecommunications Services sector and renamed it the Communication Services sector. The renamed
sector includes the previously existing Telecommunication Services Industry group, as well as the Media Industry group, which was
moved from the Consumer Discretionary sector and renamed the Media & Entertainment Industry group. The Media &
Entertainment Industry group contains three industries: Media, Entertainment and Interactive Media & Services. The Media industry
continues to consist of the Advertising, Broadcasting, Cable & Satellite and Publishing sub-industries. The Entertainment industry
contains the Movies & Entertainment subindustry (which includes online entertainment streaming companies in addition to
companies previously classified in such industry prior to September 21, 2018) and the Interactive Home Entertainment subindustry
(which includes companies previously classified in the Home Entertainment Software subindustry prior to September 21, 2018
(when the Home Entertainment Software subindustry was a subindustry in the Information Technology sector), as well as producers
of interactive gaming products, including mobile gaming applications). The Interactive Media & Services industry and subindustry
includes companies engaged in content and information creation or distribution through proprietary platforms, where revenues are
derived primarily through pay-per-click advertisements, and includes search engines, social media and networking platforms, online
classifieds and online review companies. The GICS structure changes were effective for the Index as of the open of business on
September 24, 2018 to coincide with the September 2018 quarterly rebalancing.

S&P calculates the Index by reference to the prices of the constituent stocks of the Index without taking account of the value of
dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned
the Index constituent stocks and received the dividends paid on those stocks.

Computation of the Index

Historically, the market value of any component stock of the Index was calculated as the product of the market price per share and
the number of then outstanding shares of such component stock. In March 2005, S&P began shifting the Index halfway from a
market capitalization weighted formula to a float-adjusted formula, before moving the Index to full float adjustment on September 16,
2005. S&P's criteria for selecting stocks for the Index did not change with the shift to float adjustment. However, the adjustment
affects each company's weight in the Index.

Under float adjustment, the share counts used in calculating the Index reflect only those shares that are available to investors, not
all of a company's outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly
traded companies or government agencies.

In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block
owners," were removed from the float for purposes of calculating the Index. Generally, these "control holders" will include officers
and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control,
strategic partners, holders of restricted shares, employee stock ownership plans, employee and family trusts, foundations
associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government
retirement/pension funds) and any individual person who controls a 5% or greater stake in a company as reported in regulatory
filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF providers, 401(k) plans
of the company, government retirement/pension funds, investment funds of insurance companies, asset managers and investment
funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.

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®
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights
are not part of the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary
shares and Canadian exchangeable shares are normally part of the float unless those shares form a control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares, by the total shares
outstanding. As of September 21, 2012, available float shares are defined as the total shares outstanding less shares held by
control holders. This calculation is subject to a 5% minimum threshold for control blocks. For example, if a company's officers and
directors hold 3% of the company's shares, and no other control group holds 5% of the company's shares, S&P would assign that
company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company's officers and directors hold 3% of the
company's shares and another control group holds 20% of the company's shares, S&P would assign an IWF of 0.77, reflecting the
fact that 23% of the company's outstanding shares are considered to be held for control. As of July 31, 2017, companies with
multiple share class lines are no longer eligible for inclusion in the Index. Constituents of the Index prior to July 31, 2017 with
multiple share class lines will be grandfathered in and continue to be included in the Index. If a constituent company of the Index
reorganizes into a multiple share class line structure, that company will remain in the Index at the discretion of the S&P Index
Committee in order to minimize turnover.
The Index is calculated using a base-weighted aggregate methodology. The level of the Index reflects the total market value of all
500 component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the
results of this calculation in order to make the level easier to work with and track over time. The actual total market value of the
component stocks during the base period of the years 1941 through 1943 has been set to an indexed level of 10. This is often
indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the Index is computed by dividing the total market value
of the component stocks by the "index divisor." By itself, the index divisor is an arbitrary number. However, in the context of the
calculation of the Index, it serves as a link to the original base period level of the Index. The index divisor keeps the Index
comparable over time and is the manipulation point for all adjustments to the Index, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock
splits, stock dividends and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as
stock splits and stock dividends require changes in the common shares outstanding and the stock prices of the companies in the
Index, and do not require index divisor adjustments.
To prevent the level of the Index from changing due to corporate actions, corporate actions which affect the total market value of the
Index require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the Index
remains constant and does not reflect the corporate actions of individual companies in the Index. Index divisor adjustments are
made after the close of trading and after the calculation of the Index closing level.
Changes in a company's shares outstanding and IWF due to its acquisition of another public company are made as soon as
reasonably possible. At S&P's discretion, de minimis merger and acquisition share changes are accumulated and implemented with
the quarterly share rebalancing.
All other changes of less than 5% are accumulated and made quarterly on the third Friday of March, June, September, and
December.
Changes in a company's total shares outstanding of 5% or more due to public offerings are made as soon as reasonably possible.
Other changes of 5% or more (for example, due to tender offers, Dutch auctions, voluntary exchange offers, company stock
repurchases, private placements, acquisitions of private companies or non-index companies that do not trade on a major exchange,
redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participations, at-the-market stock
offerings or other recapitalizations) are made weekly, and are generally announced on Fridays for implementation after the close of
trading the following Friday (one week later). If a 5% or more share change causes a company's IWF to change by five percentage
points or more, the IWF is updated at the same time as the share change. IWF changes resulting from partial tender offers are
considered on a case-by-case basis.

Capped Leveraged Index Return Notes®
TS-8

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3/3/2020
https://www.sec.gov/Archives/edgar/data/1045520/000110465920028030/a20-10800_25424b2.htm

Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®
The following graph shows the daily historical performance of the Index in the period from January 1, 2010 through
February 27, 2020. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy
or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was
2,978.76.

Historical Performance of the Index

This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of
the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is
not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the
notes.
Before investing in the notes, you should consult publicly available sources for the levels of the Index.
License Agreement
We and S&P have entered into a non-transferable, non-exclusive license agreement providing for the sublicense to us, in exchange
for a fee, of the right to use the Index in connection with the issuance of the notes.
The license agreement between us and S&P provides that the following language must be stated in this document:
The Index is a product of S&P, and has been licensed for use by us. Standard & Poor's , S&P
®
and S&P 500
®
are registered
®
trademarks of Standard & Poor's Financial Services LLC; and these trademarks have been licensed for use by S&P and
sublicensed for certain purposes by us. The notes are not sponsored, endorsed, sold or promoted by S&P, Standard & Poor's
Financial Services LLC or any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices make no
representation or warranty, express 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 or its licensors. The Index is determined, composed and calculated by S&P Dow
Jones Indices without regard to us 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, surrendered
or redeemed, as the case may be. 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 is not an investment advisor. Inclusion of a security within an index is not a
recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, 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.
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, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
OR AS TO RESULTS TO BE OBTAINED BY US,

Capped Leveraged Index Return Notes®
TS-9

https://www.sec.gov/Archives/edgar/data/1045520/000110465920028030/a20-10800_25424b2.htm
9/14

3/3/2020
https://www.sec.gov/Archives/edgar/data/1045520/000110465920028030/a20-10800_25424b2.htm

Capped Leveraged Index Return Notes

®
Linked to the S&P 500 Index, due February 25, 2022
®
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.

Capped Leveraged Index Return Notes®
TS-10

https://www.sec.gov/Archives/edgar/data/1045520/000110465920028030/a20-10800_25424b2.htm
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