Obligation CBIC 0% ( US13607G5348 ) en USD

CBIC

100 % ⇌

Canada

US13607G5348 ( en USD )

28/10/2022 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607G5348 en USD 0%, échue

10 USD

20 908 000 USD

13607G534

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 US13607G5348, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/10/2022

424B2 1 a19-19323_23424b2.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 1 6 2 8 6
(T o Prospe c t us da t e d M a rc h 2 8 , 2 0 1 7 ,
Prospe c t us Supple m e nt da t e d N ove m be r 6 , 2 0 1 8
a nd
Produc t Supple m e nt EQU I T Y I N DI CES SU N -1 da t e d
M a rc h 3 0 , 2 0 1 7 )

2,090,820 Units
Pricing Date
October 10,
$10 principal amount per unit
Settlement Date
2019
CUSIP No. 13607G534
Maturity Date
October 18,
2019
October 28,
2022

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 S& P 5 0 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 ($0.99 on the first Observation Date, and $1.98 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 21.00% 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 .6 9 2 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-13 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
$ 20,908,200.00
Underwriting discount
$ 0.20
$ 418,164.00
Proceeds, before expenses, to CIBC
$ 9.80
$ 20,490,036.00

T he not e s:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919053880/a19-19323_23424b2.htm[10/15/2019 8:53:47 AM]

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

BofA M e rrill Lync h
October 10, 2019

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 2022

Summary

The Autocallable Market-Linked Step Up Notes Linked to the S&P 500® Index, due October 28, 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 collateral. The notes are not bail-inable notes (as defined on page S-2 of the prospectus supplement). 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 S&P 500 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-13.

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:
$0.99 per unit if called on the first Observation Date
Am ount :
(which represents a return of 9.90% over the principal
amount), and $1.98 per unit if called on the final
Observation Date (which represents a return of 19.80%
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 S&P 500 Index
®
(Bloomberg symbol: "SPX"),
St e p U p V a lue :
3,555.14 (121.00% of the Starting Value, rounded to two
M e a sure :
a price return index
decimal places).

St a rt ing V a lue :
2,938.13
St e p U p
$2.10 per unit, which represents a return of 21.00% over

Pa ym e nt :
the principal amount.

Obse rva t ion
The closing level of the Index on the applicable
T hre shold V a lue :
2,938.13 (100.00% of the Starting Value).
Le ve l:
Observation Date.

Obse rva t ion
November 6, 2020 and October 22, 2021, subject
Ca lc ula t ion Da y:
October 21, 2022
Da t e s:
to postponement in the event of Market Disruption

Events, as described on page PS-19 of product
supplement EQUITY INDICES SUN-1.

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Ca ll Le ve l:
2,938.13 (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-13.

Ca ll Am ount s
$10.99 if called on the first Observation Date, and Ca lc ula t ion
BofA Securities, Inc. ("BofAS").
(pe r U nit ) :
$11.98 if called on the final Observation Date.
Age nt :

Autocallable Market-Linked Step Up Notes
TS-2

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 2022

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
https://www.sec.gov/Archives/edgar/data/1045520/000110465919053880/a19-19323_23424b2.htm[10/15/2019 8:53:47 AM]

Linked to the S&P 500 Index,
®
due October 28, 2022

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

Product supplement EQUITY INDICES SUN-1 dated March 30, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465917020280/a17-7416_9424b5.htm

Prospectus dated March 28, 2017 and prospectus supplement dated November 6, 2018:

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

As a result of the completion of the reorganization of Bank of America's U.S. broker-dealer business, references to Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S") in the accompanying product supplement EQUITY INDICES SUN-1, as such references relate to
MLPF&S's institutional services, should be read as references to BofAS.

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 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. When you read the accompanying
product supplement, please note that all references in such supplement to the prospectus supplement dated March 28, 2017, or to any sections
therein, should refer instead to the accompanying prospectus supplement dated November 6, 2018 or to the corresponding sections of such
prospectus supplement, as applicable, unless otherwise specified or the context otherwise requires. 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 Index will decrease from the Starting Value to the Ending

You anticipate that the notes will be automatically called or that
Value.

the Index will not decrease from the Starting Value to the Ending

You seek principal repayment or preservation of capital.

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 are

investment.
not automatically called and the Index decreases from the Starting

You want to receive dividends or other distributions paid on the

Value to the Ending Value.
stocks included in the Index.

You are willing to forgo the interest payments that are paid on

You seek an investment for which there will be a liquid

conventional interest bearing debt securities.
secondary market.

You are willing to forgo dividends or other benefits of owning the

You are unwilling or are unable to take market risk on the notes

stocks included in the Index.
or to take our credit risk as issuer of the notes.

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 S&P 500 Index,
®
due October 28, 2022

Hypothetical Payout Profile and Examples of Payments at
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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

Value of 100.00% of the Starting Value, the Step Up Value of 121.00%
of the Starting Value and the Step Up Payment of $2.10 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
121.00, the Step Up Payment of $2.10 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
Ending V a lue
St a rt ing V a lue t o t he Ending V a lue
pe r U nit
t he 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%
$12.10(3)
21.00%

105.00
5.00%
$12.10
21.00%

110.00
10.00%
$12.10
21.00%

120.00
20.00%
$12.10
21.00%

121.00(4)
21.00%
$12.10
21.00%

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 2,938.13, 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 $2.10.

(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 S&P 500 Index,
®
due October 28, 2022
https://www.sec.gov/Archives/edgar/data/1045520/000110465919053880/a19-19323_23424b2.htm[10/15/2019 8:53:47 AM]

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:
121.00

Ending Value:
110.00

Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is equal
$10.00 + $2.10 = $12.10
to or greater than the Starting Value, but less than the Step Up Value.

Ex a m ple 3

The Ending Value is 143.00, or 143.00% of the Starting Value:

Starting Value:
100.00

Step Up Value:
121.00

Ending Value:
143.00

Redemption Amount per unit

Autocallable Market-Linked Step Up Notes
TS-6

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 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-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-13, 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
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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, 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,

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-31 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 March 28, 2017, as supplemented by the
discussion under "Summary of Canadian Federal Income Tax Considerations" herein.

Autocallable Market-Linked Step Up Notes
TS-7

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 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 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 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
September 30, 2019 indicated in parentheses: Information Technology (21.9%), Health Care (13.7%), Financials (12.9%), Communication
Services (10.4%), Consumer Discretionary (10.1%), Industrials (9.3%), Consumer Staples (7.6%), Energy (4.5%), Utilities (3.6%), Real Estate
(3.2%) and Materials (2.7%). S&P may from time to time, in its sole discretion, add companies to, or delete companies from, the Index to
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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.

Com put a t ion of t he I nde x

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.

Autocallable Market-Linked Step Up Notes
TS-8

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 2022

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
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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.

I nde x M a int e na nc e

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.

Autocallable Market-Linked Step Up Notes
TS-9

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 2022

The following graph shows the daily historical performance of the Index in the period from January 1, 2009 through October 10, 2019.
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 2,938.13.

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.
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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 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,

Autocallable Market-Linked Step Up Notes
TS-10

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 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.

Autocallable Market-Linked Step Up Notes
TS-11

Autocallable Market-Linked Step Up Notes
Linked to the S&P 500 Index,
®
due October 28, 2022

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.
https://www.sec.gov/Archives/edgar/data/1045520/000110465919053880/a19-19323_23424b2.htm[10/15/2019 8:53:47 AM]

Document Outline

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