Obligation CBIC 0% ( US13607G3939 ) en USD

CBIC

100 % ⇌

Canada

US13607G3939 ( en USD )

27/01/2023 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607G3939 en USD 0%, échue

1 000 USD

65 509 000 USD

13607G393

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 US13607G3939, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/01/2023

424B2 1 a20-6386_7424b2.htm SPUS 722 FPS

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 )

6,557,662 Units
Pricing Date
January 30, 2020
$10 principal amount per unit
Settlement Date
February 7, 2020
CUSIP No. 13607G393
Maturity Date
January 27, 2023

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 t he EU RO ST OX X 5 0 ® I nde x
Maturity of approximately three years, if not called prior to maturity
Automatic call of the notes per unit at $10 plus the applicable Call Premium ($1.265 on the first Observation Date, and $2.530 on the final
Observation Date) if the Index is flat or increases above 100.00% of the Starting Value on the relevant Observation Date
The Observation Dates will occur approximately one year and two years after the pricing date
If the notes are not called, at maturity:
a return of 35.00% if the Index is flat or increases up to the Step Up Value
a return equal to the percentage increase in the Index if the Index increases above the Step Up Value
1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal at risk
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 .5 5 1 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-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(1)
$ 10.00
$ 65,508,738.75
Underwriting discount(1)
$ 0.20
$ 1,243,651.15
Proceeds, before expenses, to CIBC
$ 9.80
$ 64,265,087.60

(1) The public offering price and underwriting discount for an aggregate of 1,357,625 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
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

BofA Se c urit ie s

January 30, 2020

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

Summary

The Autocallable Market-Linked Step Up Notes Linked to the EURO STOXX 50® Index, due January 27, 2023 (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 EURO STOXX 50® Index (the "Index"), 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 Index 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 level of the Index above the Starting
Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Any payments on the notes will be calculated
based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See "Terms of the Notes" below.

The economic terms of the notes (including the 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-12.

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
Da t e s:
applicable 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:
$1.265 per unit if called on the first Observation Date
Am ount :
(which represents a return of 12.65% over the principal
amount), and $2.530 per unit if called on the final
Observation Date (which represents a return of 25.30%
over the principal amount).

T e rm :
Approximately three years, if not called
Ending V a lue :
The closing level of the Index on the calculation day.
The scheduled calculation day is subject to
postponement in the event of Market Disruption Events,
as described beginning on page PS-20 of product
supplement EQUITY INDICES SUN-1.
M a rk e t
The EURO STOXX 50® Index (Bloomberg
St e p U p V a lue :
4,982.55 (135.00% of the Starting Value, rounded to
M e a sure :
symbol: "SX5E"), a price return index
two decimal places).
St a rt ing V a lue :
3,690.78
St e p U p Pa ym e nt : $3.50 per unit, which represents a return of 35.00% over
the principal amount.
Obse rva t ion
The closing level of the Index on the applicable
T hre shold V a lue :
3,690.78 (100.00% of the Starting Value).
Le ve l:
Observation Date.

Obse rva t ion
February 4, 2021 and January 20, 2022. The
Ca lc ula t ion Da y:
January 19, 2023
Da t e s:
scheduled Observation Dates are subject to
postponement in the event of Market Disruption
Events, as described on page PS-19 of product
supplement EQUITY INDICES SUN-1.
Ca ll Le ve l:
3,690.78 (100.00% of the Starting Value).
Fe e s a nd
The underwriting discount of $0.20 per unit listed on the
Cha rge s:
cover page and the hedging related charge of $0.075
per unit described in "Structuring the Notes" on
page TS-12.
Ca ll Am ount s
$11.265 if called on the first Observation Date,
Ca lc ula t ion
BofA Securities, Inc. ("BofAS").
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

(pe r U nit ):
and $12.530 if called on the final Observation
Age nt :
Date.

Autocallable Market-Linked Step Up Notes
TS-2

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

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 the EURO STOXX 50® Index, due January 27, 2023
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

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/1045520/000110465919073348/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 the
equal to or greater than the Call Level.
Index will decrease from the Starting Value to the Ending Value.
You anticipate that the notes will be automatically called or that the You seek principal repayment or preservation of capital.
Index will not decrease from the Starting Value to the Ending
You seek interest payments or other current income on your
Value.
investment.
You are willing to risk a loss of principal and return if the notes are
You want to receive dividends or other distributions paid on the
not automatically called and the Index decreases from the Starting
stocks included in the Index.
Value to the Ending Value.
You seek an investment for which there will be a liquid secondary
You are willing to forgo the interest payments that are paid on
market.
conventional interest bearing debt securities.
You are unwilling or are unable to take market risk on the notes or
You are willing to forgo dividends or other benefits of owning the
to take our credit risk as issuer of the notes.
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 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 the EURO STOXX 50® Index, due January 27, 2023

Hypothetical Payout Profile and Examples of Payments at
Maturity

https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

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

Value of 100.00% of the Starting Value, the Step Up Value of
135.00% of the Starting Value and the Step Up Payment of $3.50 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 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 a hypothetical Starting Value of 100.00, a hypothetical Threshold Value of 100.00, a hypothetical Step Up Value of
135.00, the Step Up Payment of $3.50 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 St a rt ing V a lue , T hre shold V a lue , St e p U p V a lue a nd 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 recent actual levels of the Index, see "The Index" section below. The Index is a price return index and as such the Ending Value will not
include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you
invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.

Pe rc e nt a ge Cha nge from t he
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%
$0.00
-100.00%

50.00
-50.00%
$5.00
-50.00%

75.00
-25.00%
$7.50
-25.00%

80.00
-20.00%
$8.00
-20.00%

85.00
-15.00%
$8.50
-15.00%

90.00
-10.00%
$9.00
-10.00%
95.00
-5.00%
$9.50
-5.00%

100.00(1)(2)
0.00%
$13.50(3)
35.00%

105.00
5.00%
$13.50
35.00%
110.00
10.00%
$13.50
35.00%

120.00
20.00%
$13.50
35.00%

130.00
30.00%
$13.50
35.00%

135.00(4)
35.00%
$13.50
35.00%

140.00
40.00%
$14.00
40.00%

150.00
50.00%
$15.00
50.00%

200.00
100.00%
$20.00
100.00%

(1) This is the hypot he t ic a l Threshold Value.
(2) The hypot he t ic a l Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual Starting
Value is 3,690.78, which was the closing level of the Index on the pricing date.
(3) This amount represents the sum of the principal amount and the Step Up Payment of $3.50.
(4) This is the hypot he t ic a l Step Up Value.

Autocallable Market-Linked Step Up Notes
TS-5

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

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

Ex a m ple 1

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

Starting Value:
100.00

Threshold Value:
100.00

Ending Value:
50.00

Redemption Amount per unit

Ex a m ple 2

The Ending Value is 110.00, or 110.00% of the Starting Value:

Starting Value:
100.00

Step Up Value:
135.00

Ending Value:
110.00

$10.00 + $3.50 = $13.50
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 3

The Ending Value is 140.00, or 140.00% of the Starting Value:

Starting Value:
100.00

Step Up Value:
135.00

Ending Value:
140.00

Redemption Amount per unit

Autocallable Market-Linked Step Up Notes
TS-6

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

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 Index as measured shortly before the maturity date, you
may lose up to 100% 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.

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 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
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

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.

Your return on the notes and the value of the notes may be affected by factors affecting the international securities markets, specifically
changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress and the political, legal and regulatory
ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance of the Index and,
consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S.
dollar which you would have received if you had owned the securities in the Index during the term of your notes, although the level of
the Index may be adversely affected by general exchange rate movements in the 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, 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 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.

Autocallable Market-Linked Step Up Notes
TS-7

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

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 dated December 16, 2019, as supplemented by the
discussion under "Summary of Canadian Federal Income Tax Considerations" herein.

Other Terms of the Notes

The provision below supersedes and replaces the definition of "Market Measure Business Day" set forth in product supplement EQUITY
INDICES SUN-1.

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

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

(A) the Eurex (or any successor) is open for trading; and

(B) the Index or any successor thereto is calculated and published.
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

Autocallable Market-Linked Step Up Notes
TS-8

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

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, STOXX Limited (the "Index sponsor" or "STOXX"). 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 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 Index or any successor index.

Ge ne ra l

The Index was created by STOXX, a wholly owned subsidiary of Deutsche Börse AG. Publication of the Index began in February 1998, based
on an initial index level of 1,000 at December 31, 1991. The Index 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 Index is reported by Bloomberg under the ticker symbol "SX5E."

I nde x Com posit ion a nd M a int e na nc e

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 Index 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 index components.

The Index components are subject to a capped maximum index weight of 10%, which is applied on a quarterly basis. The composition of the
Index 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 Index, as described below, are reviewed, calculated, and implemented on
a quarterly basis and are fixed until the next quarterly review.

The Index 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 stock is deleted from the Index 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 Index 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 Index.

The Index 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.

I nde x Ca lc ula t ion

The Index 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,
and weighting cap factor, for each component stock as of the time the Index is being calculated.

The Index is also subject to a divisor, which is adjusted to maintain the continuity of the index levels across changes due to corporate actions,
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

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 Index or any successor to the Index. STOXX does not guarantee the accuracy or the completeness
of the Index or any data included in the Index. STOXX assumes no liability for any errors, omissions, or disruption in the

Autocallable Market-Linked Step Up Notes
TS-9

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

calculation and dissemination of the Index. STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination of
the Index or the manner in which the Index is applied in determining the amount payable on the notes at maturity.

The following graph shows the daily historical performance of the Index in the period from January 1, 2010 through January 30, 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 3,690.78.

H ist oric a l Pe rform a nc e of t he I nde x

This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may
be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the
level of the Index is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the levels of the Index.

Lic e nse Agre e m e nt

We have entered into an agreement with STOXX providing us and certain of our affiliates or subsidiaries identified in that agreement with a non-
exclusive license and, for a fee, with the right to use the Index, which is owned and published by STOXX, in connection with certain securities,
including the notes.

STOXX and its licensors (the "Licensors") have no relationship to us, other than the licensing of the Index and the related trademarks for use in
connection with the notes.

STOXX and its Licensors do not sponsor, endorse, sell or promote the notes; recommend that any person invest in the notes; have any
responsibility or liability for or make any decisions about the timing, amount or pricing of the notes; have any responsibility or liability for the
administration, management or marketing of the notes; or consider the needs of the notes or the owners of the notes in determining, composing
or calculating the Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the notes. Specifically, STOXX and its Licensors do not make any
warranty, express or implied and disclaim any and all warranty about: the results to be obtained by the notes, the owners of the notes or any
other person in connection with the use of the Index and the data included in the Index; the accuracy or completeness of the Index and its data;
and the merchantability and the fitness for a particular purpose or use of the Index and its data. STOXX and its Licensors will have no liability for
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

any errors, omissions or interruptions in the Index or its data. Under no circumstances will STOXX or its Licensors be liable for any lost profits or
indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing
agreement between us and STOXX is solely for our benefit and the benefit of STOXX and not for the benefit of the owners of the notes or any
other third parties.

Autocallable Market-Linked Step Up Notes
TS-10

Autocallable Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due January 27, 2023

Supplement to the Plan of Distribution

Under our distribution agreement with BofAS, BofAS will purchase the notes from us as principal at the public offering price indicated on the
cover of this term sheet, less the indicated underwriting discount. MLPF&S will in turn purchase the notes from BofAS for resale, and it will
receive a selling concession in connection with the sale of the notes in an amount up to the full amount of underwriting discount set forth on the
cover of this term sheet.

We will deliver the notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing
date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two
business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment
amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a
principal in effecting the transaction for your account.

MLPF&S and BofAS may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market
prices or at negotiated prices, and these prices will include MLPF&S's and BofAS's trading commissions and mark-ups or mark-downs.
MLPF&S and BofAS may act as principal or agent in these market-making transactions; however, neither is obligated to engage in any such
transactions. At their discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S and BofAS may offer to buy the
notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered by MLPF&S or BofAS for the
notes will be based on then-prevailing market conditions and other considerations, including the performance of the Index and the remaining
term of the notes. However, none of us, MLPF&S, BofAS or any of our respective affiliates is obligated to purchase your notes at any price or at
any time, and we cannot assure you that we, MLPF&S, BofAS or any of our respective affiliates will purchase your notes at a price that equals
or exceeds the initial estimated value of the notes.

The value of the notes shown on your account statement will be based on BofAS's estimate of the value of the notes if BofAS or another of its
affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that BofAS may pay for
the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include transaction costs. At
certain times, this price may be higher than or lower than the initial estimated value of the notes.

The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the
description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors
should not, and will not be authorized to, rely on the Note Prospectus for information regarding CIBC or for any purpose other than that
described in the immediately preceding sentence.

An investor's household, as referenced on the cover of this term sheet, will generally include accounts held by any of the following, as
determined by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:

· the investor's spouse (including a domestic partner), siblings, parents, grandparents, spouse's parents, children and
grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not
directly above or below the individual investor;

· a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the
beneficial owners of the vehicle consist solely of the investor or members of the investor's household as described above; and

· a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor's household
as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any
purchases made by a trustee's personal account.

Purchases in retirement accounts will not be considered part of the same household as an individual investor's personal or other non-retirement
account, except for individual retirement accounts ("IRAs"), simplified employee pension plans ("SEPs"), savings incentive match plan for
employees ("SIMPLEs"), and single-participant or owners only accounts (i.e., retirement accounts held by self-employed individuals, business
https://www.sec.gov/Archives/edgar/data/1045520/000110465920009760/a20-6386_7424b2.htm[2/3/2020 4:25:08 PM]

Document Outline

#1">
- #1">