Obligation CBIC 0% ( US13607G2949 ) en USD

CBIC

100 % ⇌

Canada

US13607G2949 ( en USD )

28/02/2025 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607G2949 en USD 0%, échue

1 000 USD

28 147 000 USD

13607G294

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 US13607G2949, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2025

424B2 1 a20-10800_26424b2.htm 424B2

File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 3 6 6 3
(T o Prospe c t us da t e d De c e m be r 1 6 , 2 0 1 9 ,
Prospe c t us Supple m e nt da t e d De c e m be r 1 6 , 2 0 1 9 a nd
Produc t Supple m e nt EQU I T Y I N DI CES SU N -1 da t e d
De c e m be r 1 6 , 2 0 1 9 )

2,817,230 Units
Pricing Date
February 27,
$10 principal amount per unit
Settlement Date
2020
CUSIP No. 13607G294
Maturity Date
March 6,
2020
February 28,
2025

Aut oc a lla ble M a rk e t -Link e d St e p U p N ot e s
Link e d t o a n I nt e rna t iona l Equit y I nde x Ba sk e t
Maturity of approximately five years, if not called prior to maturity
Automatic call of the notes per unit at $10 plus the applicable Call Premium ($0.74 on the first Observation Date, $1.48 on the second Observation
Date, $2.22 on the third Observation Date, and $2.96 on the final Observation Date) if the Basket is flat or increases above 100.00% of the Starting
Value on the relevant Observation Date
The Observation Dates will occur approximately one year, two years, three years and four years after the pricing date
If the notes are not called, at maturity:
a return of 40.00% if the Basket is flat or increases up to the Step Up Value
a return equal to the percentage increase in the Basket if the Basket increases above the Step Up Value
1-to-1 downside exposure to decreases in the Basket beyond a 15.00% decline, with up to 85.00% of your principal at risk
The Basket is comprised of the EURO STOXX 50 Index,
®
the FTSE 100
®
Index, the Nikkei Stock Average Index, the Swiss Market Index®, the
S&P®/ASX 200 Index, and the Hang Seng® Index. The EURO STOXX 50 Index
®
was given an initial weight of 40.00%, each of the FTSE 100
®
Index
and the Nikkei Stock Average Index was given an initial weight of 20.00%, each of the Swiss Market Index® and the S&P®/ASX 200 Index was
given an initial weight of 7.50%, and the Hang Seng® Index was given an initial weight of 5.00%
All payments are subject to the credit risk of Canadian Imperial Bank of Commerce
No periodic interest payments
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See "Structuring the Notes"
Limited secondary market liquidity, with no exchange listing
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by
the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, Canada, or any other jurisdiction

T he not e s a re be ing issue d by Ca na dia n I m pe ria l Ba nk of Com m e rc e ("CI BC"). T he re a re im port a nt diffe re nc e s be t w e e n t he
not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s a nd c e rt a in a ddit iona l c ost s. Se e "Risk Fa c t ors"
be ginning on pa ge T S-7 of t his t e rm she e t a nd be ginning on pa ge PS-7 of produc t supple m e nt EQU I T Y I N DI CES SU N -1 .

T he init ia l e st im a t e d va lue of t he not e s a s of t he pric ing da t e is $ 9 .1 7 4 pe r unit , w hic h is le ss t ha n t he public offe ring pric e
list e d be low . See "Summary" on the following page, "Risk Factors" beginning on page TS-7 of this term sheet and "Structuring the Notes" on page TS-26
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(1)
$ 10.00
$ 28,147,300.00
Underwriting discount(1)
$ 0.20
$ 538,446.00
Proceeds, before expenses, to CIBC
$ 9.80
$ 27,608,854.00

(1) The public offering price and underwriting discount for an aggregate of 500,000 units purchased by an individual investor or in combined
transactions with the investor's household of 500,000 units or more is $9.95 per unit and $0.15 per unit, respectively. See "Supplement to the
Plan of Distribution" below.

T he not e s:

Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
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BofA Se c urit ie s
February 27, 2020

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

Summary

The Autocallable Market-Linked Step Up Notes Linked to an International Equity Index Basket, due February 28, 2025 (the "notes") are our senior unsecured debt securities. The notes
are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States,
Canada or any other jurisdiction or secured by collateral. The notes are not bail -inable debt securities (as defined on page 6 of the prospectus). T he not e s w ill ra nk e qua lly w it h
a ll of our ot he r unse c ure d a nd unsubordina t e d de bt . Any pa ym e nt s due on t he not e s, inc luding a ny re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit
risk of CI BC. The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure, which is the international equity index basket
described below (the "Basket"), is equal to or greater than the Call Level on the relevant Observation Date. If the notes are not called, at maturity, the notes provide you with a Step Up
Payment if the Ending Value of the Basket is equal to or greater than the Starting Value, but is not greater than the Step Up Value. If the Ending Value is greater than the Step Up
Value, you will participate on a 1 -for-1 basis in the increase in the value of the Basket above the Starting Value. If the Ending Value is less than the Starting Value but greater than or
equal to the Threshold Value, you will receive the principal amount of your notes. If the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant,
of the principal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket,
subject to our credit risk. See "Terms of the Notes" below.

The Basket is comprised of the EURO STOXX 50 Index,
®
the FTSE 100
®
Index, the Nikkei Stock Average Index, the Swiss Market Index ®, the S&P ®/ASX 200 Index, and the Hang
Seng ® Index (each, a "Basket Component"). On the pricing date, the EURO STOXX 50 Index
®
was given an initial weight of 40.00%, each of the FTSE 100
®
Index and the Nikkei Stock
Average Index was given an initial weight of 20.00%, each of the Swiss Market Index ® and the S&P ®/ASX 200 Index was given an initial weight of 7.50%, and the Hang Seng ® Index
was given an initial weight of 5.00%.

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

On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based on our pricing models, and was based
on our internal funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our assumptions about market parameters. For more information
about the initial estimated value and the structuring of the notes, see "Structuring the Notes" on page TS-26.

Terms of the Notes

I ssue r:
Canadian Imperial Bank of Commerce ("CIBC ")
Ca ll Se t t le m e nt
Approximately the fifth business day following the applicable

Da t e s :
Observation Date, subject to postponement if the related
Observation Date is postponed, as described on page PS -19 of
product supplement EQUITY INDICES SUN -1.
Princ ipa l
$10.00 per unit
Ca ll Pre m ium s:
$0.74 per unit if called on the first Observation Date (which
Am ount :
represents a return of 7.40% over the principal amount), $1.48 per
unit if called on the second Observation Date (which represents a
return of 14.80% over the principal amount), $2.22 per unit if called
on the third Observation Date (which represents a return of
22.20% over the principal amount), and $2.96 per unit if called on
the final Observation Date (which represents a return of 29.60%
over the principal amount).
T e rm :
Approximately five years, if not called
Ending V a lue :
The value of the Basket on the calculation day, calculated as

specified in "The Basket" on page TS-9. The scheduled calculation
day is subject to postponement in the event of Market Disruption
Events, as described on page PS -24 of product supplement
EQUITY INDICES SUN -1.
M a rk e t
An international equity index basket comprised of the EURO
St e p U p V a lue :
140.00 (140.00% of the Starting Value).
M e a sure :
STOXX 50 Index
®
(Bloomberg symbol: "SX5E"), the FTSE 100
®

Index (Bloomberg symbol: "UKX"), the Nikkei Stock Average Index
(Bloomberg symbol: "NKY"), the Swiss Market Index ® (Bloomberg
symbol: "SMI"), the S&P ®/ASX 200 Index (Bloomberg symbol:
"AS51") and the Hang Seng ® Index (Bloomberg symbol: "HSI").
Each Basket Component is a price return index.
St a rt ing V a lue :
100.00
St e p U p
$4.00 per unit, which represents a return of 40.00% over the

Pa ym e nt :
principal amount.
Obse rva t ion
The value of the Basket on the applicable Observation Date,
T hre shold
85.00 (85.00% of the Starting Value).
Le ve l:
calculated as specified in "The Basket" on page TS-9.
V a lue :

Obse rva t ion
March 4, 2021, February 17, 2022, February 16, 2023 and
Ca lc ula t ion
February 20, 2025
Da t e s :
February 15, 2024, subject to postponement in the event of Market
Da y:
Disruption Events, as described on page PS -24 of product
supplement EQUITY INDICES SUN -1.
Ca ll Le ve l:
100.00 (100.00% of the Starting Value).
Fe e s a nd
The underwriting discount of $0.20 per unit listed on the cover

Cha rge s:
page and the hedging -related charge of $0.075 per unit described
in "Structuring the Notes" on page TS-26.
Ca ll Am ount s
$10.74 if called on the first Observation Date, $11.48 if called on
Ca lc ula t ion
BofA Securities, Inc. ("BofAS").
(pe r U nit ):
the second Observation Date, $12.22 if called on the third
Age nt :
Observation Date, and $12.96 if called on the final Observation
Date.
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

Autocallable Market-Linked Step Up Notes
TS-2

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

Determining Payment on the Notes

Aut om a t ic Ca ll Provision

The notes will be called automatically on an Observation Date if the Observation Level on that Observation Date is equal to or greater than the Call Level. If
the notes are called, you will receive $10 per unit plus the applicable Call Premium.

Re de m pt ion Am ount De t e rm ina t ion

If the notes are not automatically called, on the maturity date, you will receive a cash payment per unit determined as follows:

Autocallable Market-Linked Step Up Notes
TS-3

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

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

Product supplement EQUITY INDICES SUN-1 dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

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

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

Prospectus dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

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

Investor Considerations

Y ou m a y w ish t o c onside r a n inve st m e nt in t he not e s if:
T he not e s m a y not be a n a ppropria t e inve st m e nt for
you if:
You are willing to receive a return on your investment capped at
You want to hold your notes for the full term.
the applicable Call Premium if the relevant Observation Level is
You believe that the notes will not be automatically called and
equal to or greater than the Call Level.
the value of the Basket will decrease from the Starting Value to
You anticipate that the notes will be automatically called or that
the Ending Value.
the value of the Basket will not decrease from the Starting Value
You seek 100% principal repayment or preservation of capital.
to the Ending Value.
You seek interest payments or other current income on your
You are willing to risk a loss of principal and return if the notes
investment.
are not automatically called and the value of the Basket
You want to receive dividends or other distributions paid on the
decreases from the Starting Value to an Ending Value that is less
stocks included in the Basket Components.
than the Threshold Value.
You seek an investment for which there will be a liquid
You are willing to forgo the interest payments that are paid on
secondary market.
conventional interest bearing debt securities.
You are unwilling or are unable to take market risk on the notes
You are willing to forgo dividends or other benefits of owning the
or to take our credit risk as issuer of the notes.
stocks included in the Basket Components.
You are willing to accept a limited or no market for sales prior to
maturity, and understand that the market prices for the notes, if
any, will be affected by various factors, including our actual and
perceived creditworthiness, our internal funding rate and fees
and charges on the notes.
You are willing to assume our credit risk, as issuer of the notes,
for all payments under the notes, including the Call Amount or
the Redemption Amount.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Autocallable Market-Linked Step Up Notes
TS-4

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

Hypothetical Payout Profile and Examples of Payments at
Maturity

T he gra ph be low show s a pa yout profile a t m a t urit y, w hic h w ould only a pply if t he not e s a re not c a lle d on a ny
Obse rva t ion Da t e .

Aut oc a lla ble M a rk e t -Link e d St e p U p N ot e s
This graph reflects the returns on the notes, based on the Threshold
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

Value of 85.00% of the Starting Value, the Step Up Value of 140.00%
of the Starting Value and the Step Up Payment of $4.00 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
Basket Components, excluding dividends.
This graph has been prepared for purposes of illustration only.

The following table and examples are for purposes of illustration only. They are based on hypot he t ic a l values and show hypot he t ic a l
returns on the notes, assuming the notes are not called on any Observation Date. They illustrate the calculation of the Redemption Amount and
total rate of return based on the Starting Value of 100, the Threshold Value of 85, the Step Up Value of 140, the Step Up Payment of $4.00 per
unit and a range of hypothetical Ending Values. T he a c t ua l a m ount you re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill
de pe nd on t he a c t ua l Ending V a lue , w he t he r t he not e s a re c a lle d on a n Obse rva t ion Da t e , a nd w he t he r you hold t he
not e s t o m a t urit y. The following examples do not take into account any tax consequences from investing in the notes.

For hypot he t ic a l historical values of the Basket, see "The Basket" section below. For recent actual levels of the Basket Components, see
"The Basket Components" section below. Each Basket Component 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 any of the Basket Components, which you would otherwise be entitled to receive if
you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.

Pe rc e nt a ge Cha nge from t he
Re de m pt ion Am ount
T ot a l Ra t e of Re t urn on t he
Ending V a lue
St a rt ing V a lue t o t he Ending V a lue
pe r U nit
N ot e s
0.00
-100.00%
$1.50
-85.00%
50.00
-50.00%
$6.50
-35.00%
75.00
-25.00%
$9.00
-10.00%
80.00
-20.00%
$9.50
-5.00%
85.00(1)
-15.00%
$10.00
0.00%
90.00
-10.00%
$10.00
0.00%
95.00
-5.00%
$10.00
0.00%
100.00(2)
0.00%
$14.00(3)
40.00%
105.00
5.00%
$14.00
40.00%
110.00
10.00%
$14.00
40.00%
120.00
20.00%
$14.00
40.00%
130.00
30.00%
$14.00
40.00%
140.00(4)
40.00%
$14.00
40.00%
150.00
50.00%
$15.00
50.00%
160.00
60.00%
$16.00
60.00%
200.00
100.00%
$20.00
100.00%

(1)
This is the Threshold Value.

(2)
The Starting Value was set to 100.00 on the pricing date.

(3)
This amount represents the sum of the principal amount and the Step Up Payment of $4.00.

(4)
This is the Step Up Value.

Autocallable Market-Linked Step Up Notes
TS-5

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s

Ex a m ple 1
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The Ending Value is 50.00, or 50.00% of the Starting Value:
Starting Value:
100.00
Threshold Value:
85.00
Ending Value:
50.00
Redemption Amount per unit

Ex a m ple 2
The Ending Value is 90.00, or 90.00% of the Starting Value:
Starting Value:
100.00
Threshold Value:
85.00
Ending Value:
90.00
Redemption Amount per unit = $ 1 0 .0 0 , the principal amount, since the Ending Value is less than the Starting Value, but is equal to or
greater than the Threshold Value.

Ex a m ple 3
The Ending Value is 110.00, or 110.00% of the Starting Value:
Starting Value:
100.00
Step Up Value:
140.00
Ending Value:
110.00
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the
Ending Value is equal to or greater than the Starting Value, but less than the Step Up
Value.

Ex a m ple 4
The Ending Value is 160.00, or 160.00% of the Starting Value:
Starting Value:
100.00
Step Up Value:
140.00
Ending Value:
160.00
Redemption Amount per unit

Autocallable Market-Linked Step Up Notes
TS-6

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

Risk Factors

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

· If the notes are not automatically called, depending on the performance of the Basket as measured shortly before the maturity date, you
may lose up to 85% 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.

https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

· If the notes are called, your investment return is limited to the return represented by the applicable Call Premium.

· Your investment return may be less than a comparable investment directly in the stocks included in the Basket Components.

· 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-26, 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 value of the Basket, 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 Basket Components), 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.

· Changes in the level of one of the Basket Components may be offset by changes in the levels of the other Basket Components. Due to
the different Initial Component Weights, changes in the levels of some Basket Components will have a more substantial impact on the
value of the Basket than similar changes in the levels of other Basket Components.

· The index sponsors may adjust their respective Basket Components in a way that affects their levels, and have no obligation to
consider your interests.

· You will have no rights of a holder of the securities represented by the Basket Components, and you will not be entitled to receive
securities, dividends or other distributions by the issuers of those securities.

· While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of the companies included in the Basket
Components, we, MLPF&S, BofAS and our respective affiliates do not control any company included in any Basket Component, and
have not verified any disclosure made by any other company.

Autocallable Market-Linked Step Up Notes
TS-7

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

· Your return on the notes may be affected by factors affecting the international securities markets, specifically markets in the countries
represented by the Basket Components. In addition, you will not obtain the benefit of any increase in the value of the currencies in
which the securities included in the Basket Components trade against the U.S. dollar, which you would have received if you had owned
the securities included in the Basket Components during the term of your notes, although the value of the Basket may be adversely
affected by general exchange rate movements in the market.

· There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint and remove
https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

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-28 of product
supplement EQUITY INDICES SUN-1. For a discussion of the Canadian federal income tax consequences of investing in the notes,
see "Material Income Tax Consequences --Canadian Taxation" in the prospectus, as supplemented by the discussion under "Summary
of Canadian Federal Income Tax Considerations" herein.

Other Terms of the Notes

M a rk e t M e a sure Busine ss Da y

The following definition shall supersede and replace the definition of "Market Measure Business Day" set forth in product supplement EQUITY
INDICES SUN-1.

A "Market Measure Business Day" means a day on which:

(A) each of the Eurex (as to the EURO STOXX 50 Index),
®
the London Stock Exchange (as to the FTSE 100
®
Index), the Tokyo Stock

Exchange (as to the Nikkei Stock Average Index), the SIX Swiss Exchange (as to the Swiss Market Index®), the Australian Stock
Exchange (as to the S&P®/ASX 200 Index), and the Stock Exchange of Hong Kong (as to the Hang Seng® Index) (or any successor to
the foregoing exchanges) are open for trading; and

(B) the Basket Components or any successors thereto are calculated and published.

Autocallable Market-Linked Step Up Notes
TS-8

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

The Basket

The Basket is designed to allow investors to participate in the percentage changes in the levels of the Basket Components from the Starting
Value to the Ending Value of the Basket. The Basket Components are described in the section entitled "The Basket Components" below. Each
Basket Component was assigned an initial weight on the pricing date, as set forth in the table below.

For more information on the calculation of the value of the Basket, please see the section entitled "Description of the Notes--Basket Market
Measures" beginning on page PS-22 of product supplement EQUITY INDICES SUN-1.

On the pricing date, for each Basket Component, the Initial Component Weight, the closing level, the Component Ratio and the initial
contribution to the Basket value were as follows:

I nit ia l
I nit ia l Ba sk e t
Bloom be rg
Com pone nt
Closing
Com pone nt
V a lue
Ba sk e t Com pone nt
Sym bol
We ight
Le ve l (1)
Ra t io(2)
Cont ribut ion
EURO STOXX 50 Index
®

SX5E

40.00%

3,455.92

0.01157434

40.00
FTSE 100
®
Index

UKX

20.00%

6,796.40

0.00294273

20.00
Nikkei Stock Average Index

NKY

20.00%

21,948.23

0.00091124

20.00
Swiss Market Index®

SMI

7.50%

10,205.46

0.00073490

7.50
S&P®/ASX 200 Index

AS51

7.50%

6,657.852

0.00112649

7.50
Hang Seng® Index

HSI

5.00%

26,778.62

0.00018672

5.00

St a rt ing V a lue

100.00

(1) These were the closing levels of the Basket Components on the pricing date.

(2) Each Component Ratio equals the Initial Component Weight of the relevant Basket Component (as a percentage) multiplied by 100,

and then divided by the closing level of that Basket Component on the pricing date and rounded to eight decimal places.

The calculation agent will calculate the value of the Basket on each Observation Date and the calculation day by summing the products of (a) the
closing level for each Basket Component on such day and (b) the Component Ratio applicable to such Basket Component. If a Market
Disruption Event occurs as to any Basket Component on a scheduled Observation Date or the scheduled calculation day, the closing level of
that Basket Component will be determined as more fully described in the section entitled "Description of the Notes-- Basket Market Measures--
Observation Level or Ending Value of the Basket" beginning on page PS-23 of product supplement EQUITY INDICES SUN-1.

Autocallable Market-Linked Step Up Notes
TS-9

https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

While actual historical information on the Basket did not exist before the pricing date, the following graph sets forth the hypothetical
historical performance of the Basket from January 1, 2010 through February 27, 2020. The graph is based upon actual daily historical
levels of the Basket Components, hypothetical Component Ratios based on the closing levels of the Basket Components as of
December 31, 2009, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily
indicative of the future performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or
downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or
less likely to increase or decrease at any time over the term of the notes.

H ypot he t ic a l H ist oric a l Pe rform a nc e of t he Ba sk e t

Autocallable Market-Linked Step Up Notes
TS-10

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

The Basket Components

All disclosures contained in this term sheet regarding the Basket Components, including, without limitation, their make-up, method of calculation,
and changes in their components, have been derived from publicly available sources. The information reflects the policies of, and is subject to
change by, each of STOXX Limited ("STOXX") with respect to the EURO STOXX 50® Index (the "SX5E"), FTSE International Limited ("FTSE")
with respect to the FTSE® 100 Index (the "UKX"), Nikkei Inc. ("Nikkei") with respect to the Nikkei Stock Average Index (the "NKY"), the Geneva,
Zurich, SIX Group Ltd., certain of its subsidiaries, and the Management Committee of the SIX Swiss Exchange (the "SIX Exchange"), with
respect to the Swiss Market Index® (the "SMI"), S&P Dow Jones Indices LLC ("SPDJI") with respect to the S&P®/ASX 200 Index (the "AS51"),
and HSI Services Limited ("HSIL") with respect to the Hang Seng® Index (the "HSI") (STOXX, FTSE, Nikkei, SPDJI, Six Exchange and HSIL
together, the "index sponsors"). The index sponsors, which license the copyright and all other rights to the Basket Components, have no
obligation to continue to publish, and may discontinue or suspend the publication of, the Basket Components. The consequences of the index
sponsors discontinuing publication of the Basket Components are discussed in the section entitled "Description of the Notes--Discontinuance of
an Index" beginning on page PS-21 of product supplement EQUITY INDICES SUN-1. None of us, the calculation agent, MLPF&S or BofAS
accepts any responsibility for the calculation, maintenance or publication of the Basket Components or any successor indices.

T he EU RO ST OX X 5 0 ® I nde x

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

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Index Composition and Maintenance

The stocks in the represented Eurozone countries are ranked in terms of free-float market capitalization. The largest stocks are added to the
selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the corresponding EURO STOXX TMI,
which covers 95% of the free-float market capitalization of the represented Eurozone countries. If the next highest-ranked stock brings the
coverage closer to 60% in absolute terms, then it is also added to the selection list. All current stocks in the SX5E are added to the selection list.
All of the stocks on the selection list are then ranked in terms of free-float market capitalization to produce the final index selection list. The
largest 40 stocks on the selection list are selected; the remaining 10 stocks are selected from the largest remaining current stocks ranked
between 41 and 60; if the number of stocks selected is still below 50, then the largest remaining stocks are selected until there are 50 stocks.
The minimum liquidity criteria of the EURO STOXX TMI also applies to the selection of SX5E components.

The SX5E components are subject to a capped maximum index weight of 10%, which is applied on a quarterly basis.

The composition of the SX5E is reviewed annually in September. The review cut-off date is the last trading day of August.

The free-float factors for each component stock used to calculate the SX5E, as described below, are reviewed, calculated, and implemented on
a quarterly basis and are fixed until the next quarterly review.

The SX5E is subject to a "fast exit rule." The index components are monitored for any changes based on the monthly selection list ranking (i.e.,
on an ongoing monthly basis). A component is deleted from the SX5E if: (a) it ranks 75 or below on the monthly selection list and (b) it ranked 75
or below on the selection list of the previous month. The highest-ranked stock that is not an index component will replace it. Changes will be
implemented on the close of the fifth trading day of the month, and are effective the next trading day.

The SX5E is also subject to a "fast entry rule." All stocks on the latest selection lists and initial public offering ("IPO") stocks are reviewed for a
fast-track addition on a quarterly basis. A stock is added, if (a) it qualifies for the latest STOXX blue-chip selection list generated at the end of
February, May, August or November and (b) it ranks within the "lower buffer" (ranks 1-25) on this selection list. If the stock is added, it replaces
the smallest component stock in the SX5E.

The SX5E is also reviewed on an ongoing basis. Corporate actions (including IPOs, mergers and takeovers, spin-offs, delistings, and
bankruptcy) that affect the index composition are immediately reviewed. Any changes are announced, implemented, and effective in line with the
type of corporate action and the magnitude of the effect.

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

Index Calculation

The SX5E is calculated with the "Laspeyres formula," which measures the aggregate price changes in the component stocks against a fixed
base quantity weight. The formula for calculating the index level can be expressed as follows:

Free float market capitalization of the Index
Index =

Divisor of the Index

The "free float market capitalization of the Index" is equal to the sum of the product of the price, number of shares outstanding, free float factor,
weighting cap factor and exchange rate from local currency to index currency, for each component stock as of the time the SX5E is being
calculated.

Autocallable Market-Linked Step Up Notes
TS-11

Autocallable Market-Linked Step Up Notes
Linked to an International Equity Index Basket, due February 28, 2025

The SX5E is also subject to a divisor, which is adjusted to maintain the continuity of the index levels across changes due to corporate actions,
such as the deletion and addition of stocks, the substitution of stocks, stock dividends, and stock splits.

Neither we nor any of our affiliates, including the selling agent, accepts any responsibility for the calculation, maintenance, or publication of, or
for any error, omission, or disruption in, the SX5E or any successor to the SX5E. STOXX does not guarantee the accuracy or the completeness
of the SX5E or any data included in the SX5E. STOXX assumes no liability for any errors, omissions, or disruption in the calculation and
dissemination of the SX5E. STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination of the SX5E or
the manner in which the SX5E is applied in determining the amount payable on the notes at maturity.

The following graph shows the daily historical performance of the SX5E 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 SX5E was 3,455.92.

H ist oric a l Pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x

https://www.sec.gov/Archives/edgar/data/1045520/000110465920027742/a20-10800_26424b2.htm[3/2/2020 3:26:50 PM]

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