Obligation CBIC 2.25% ( US13607GLZ53 ) en USD

CBIC

100 % ▲

Canada

US13607GLZ53 ( en USD )

2.25% par an ( paiement semestriel )

28/01/2025 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607GLZ53 en USD 2.25%, échue

2 000 USD

1 000 000 000 USD

13607GLZ5

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US13607GLZ53, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/01/2025

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13607GLZ53, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13607GLZ53, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to General Instruction II.L. of Form F-10
File No. 333-232417

Prospectus Supplement
(to the Short Form Base Shelf Prospectus Dated July 3, 2019)
US$1,250,000,000

CANADIAN IMPERIAL BANK OF COMMERCE
Floating Rate Senior Notes due 2023

The US$1,250,000,000 Floating Rate Senior Notes due 2023 (the "Notes") offered by this prospectus supplement (this "Prospectus Supplement") will bear interest at a
floating rate equal to the sum of (i) Compounded SOFR (as defined below), which is a compounded average of daily SOFR (as defined below) determined for each quarterly
Interest Period (as defined below) in accordance with the specific formula described under "Description of the Notes--Compounded SOFR " plus (ii) 80 basis points (the "Spread")
and will mature on March 17, 2023 (the "Maturity Date"). Interest on the Notes will be payable quarterly in arrears on the second Business Day (as defined below) following each
Interest Period End Date (as defined below). Interest Period End Dates for the Notes will be March 17, June 17, September 17 and December 17 of each year (each, an "Interest
Period End Date"). The first Interest Period End Date will be March 17, 2020. Notwithstanding the foregoing, interest for the final Interest Period (as defined below) will be paid on
the Maturity Date (or the next succeeding Business Day, as described below). See "Description of the Notes--Interest. " The Notes are not redeemable by Canadian Imperial Bank
of Commerce (the "Bank," "CIBC" or "us") prior to their maturity, except under the circumstances described under "Description of the Notes--Tax Redemption. "
The Notes are bail-inable notes (as defined herein) and are subject to conversion in whole or in part--by means of a transaction or series of transactions and in one or more
steps--into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (Canada) (the "CDIC Act") and to
variation or extinguishment in consequence, and are subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of
the operation of the CDIC Act with respect to the Notes.
The Notes will be unsecured and unsubordinated obligations of CIBC and will constitute deposit liabilities of the Bank for the purposes of the Bank Act (Canada) (the "Bank
Act").
The Notes are a new issue of securities with no established trading market. We do not intend to list the Notes on any securities exchange or automated quotation system.

Investing in the Notes involves risks. See the "Risk Factors" sections of this Prospectus Supplement and the accompanying Short Form Base
Shelf Prospectus.

Per Note
Total

Public Offering Price(1)

100.000%
US$1,250,000,000
Underwriting Discount

0.250%
US$
3,125,000
Proceeds, before expenses, to us

99.750%
US$1,246,875,000

(1)
Plus accrued and unpaid interest from December 17, 2019, if settlement occurs after that date.
The underwriters, as principals, conditionally offer the Notes, subject to prior sale, if, as and when issued by the Bank, and accepted by the underwriters in accordance with
the conditions contained in the underwriting agreement referred to under "Underwriting" in this Prospectus Supplement. The underwriters may sell Notes for less than the initial
offering price in circumstances described under "Underwriting." In addition, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of
the Notes at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Underwriting."
Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved of the Notes, or passed upon the accuracy or
adequacy of this Prospectus Supplement or the accompanying Short Form Base Shelf Prospectus. Any representation to the contrary is a criminal offense.
The Bank is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus Supplement and the
accompanying Short Form Base Shelf Prospectus in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such
requirements are different from those of the United States. The audited financial statements included or incorporated herein have been prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board, and may be subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and in Canada. Such
consequences for investors who are resident in Canada or resident or citizens of the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Bank is a Canadian
bank, that many of its officers and directors, and some of the experts named in this Prospectus Supplement, may be residents of Canada and that all or a substantial
portion of the assets of the Bank and such persons may be located outside the United States. See "Limitations on Enforcement of U.S. Laws against CIBC, its Management
and Others" in the accompanying Short Form Base Shelf Prospectus.
The Notes offered hereby have not been qualified for sale under the securities laws of any province or territory of Canada (other than the Province of Ontario) and
will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except in the Province of Ontario by the Canadian investment dealer affiliates
of Citigroup Global Markets Inc. and CIBC World Markets Corp. None of the underwriters is registered to sell securities in this offering in any Canadian jurisdiction
and, accordingly, will only sell the Notes outside Canada, except as provided above. See "Underwriting."
The Notes will not constitute deposits that are insured under the CDIC Act or by the United States Federal Deposit Insurance Corporation or any other Canadian
or U.S. government agency or instrumentality.
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The Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank
SA/NV and Clearstream Banking S.A., on or about December 17, 2019.
The Bank's registered and head office is located in Commerce Court, Toronto, Canada M5L 1A2.

Joint Book-Running Managers

Deutsche Bank Securities

Citigroup

CIBC Capital Markets

December 10, 2019
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-2
PRESENTATION OF FINANCIAL INFORMATION
S-3
PROSPECTUS SUPPLEMENT SUMMARY
S-4
RISK FACTORS
S-8
USE OF PROCEEDS
S-16
DESCRIPTION OF THE NOTES
S-17
TRADING PRICE AND VOLUME OF CIBC'S SECURITIES
S-37
EARNINGS COVERAGE RATIOS
S-38
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-39
MATERIAL CONSIDERATIONS FOR ERISA AND OTHER U.S. EMPLOYEE BENEFIT PLANS
S-42
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
S-44
UNDERWRITING
S-46
LEGAL MATTERS
S-53
DOCUMENTS INCORPORATED BY REFERENCE
S-54
Short Form Base Shelf Prospectus

FORWARD-LOOKING STATEMENTS
4
AVAILABLE INFORMATION
5
DOCUMENTS INCORPORATED BY REFERENCE
5
PRESENTATION OF FINANCIAL INFORMATION
7
CANADIAN IMPERIAL BANK OF COMMERCE
7
DESCRIPTION OF DEBT SECURITIES
7
DESCRIPTION OF COMMON SHARES
18
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
18
COVERAGE RATIOS
24
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
25
PRIOR SALES AND TRADING PRICE AND VOLUME
26
RISK FACTORS
26
USE OF PROCEEDS
26
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST CIBC, ITS MANAGEMENT AND OTHERS
27
ENFORCEMENT OF JUDGMENTS OBTAINED IN CANADA AGAINST FOREIGN PERSONS
27
LEGAL MATTERS
27
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
27

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
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This document is in two parts. The first part is this Prospectus Supplement, which contains the specific terms of this offering of the Notes (as defined
below) and supplements and updates certain information contained in the accompanying Short Form Base Shelf Prospectus. The second part is the
accompanying Short Form Base Shelf Prospectus dated June 27, 2019, which is part of our Registration Statement on Form F-10 and for the purposes of
such Form F-10 is dated July 3, 2019, the date of its effectiveness.
This Prospectus Supplement may add to, update or change the information in the accompanying Short Form Base Shelf Prospectus. If information in
this Prospectus Supplement is inconsistent with information in the accompanying Short Form Base Shelf Prospectus, this Prospectus Supplement will
apply and will supersede that information in the accompanying Short Form Base Shelf Prospectus.
This Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus, any free writing prospectus we have authorized and the
documents incorporated into each by reference include important information about us, the Notes being offered and other information you should know
before investing. You should read this Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus as well as the additional information
described under "Available Information" in the accompanying Short Form Base Shelf Prospectus before investing in the Notes.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus or any free writing prospectus we have authorized and, if given or made,
such information or representations must not be relied upon as having been authorized. The Bank has not, and the underwriters have not, authorized any
other person to provide you with different information. This Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this Prospectus Supplement or an offer to
sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this
Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus, nor any sale made hereunder, shall under any circumstances create any
implication that there has been no change in our affairs since the date of this Prospectus Supplement, or that the information contained in this Prospectus
Supplement or the accompanying Short Form Base Shelf Prospectus or incorporated by reference herein or therein is correct as of any time subsequent to
the date of such information.
The distribution of this Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus and the offering of the Notes in certain
jurisdictions may be restricted by law. This Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus do not constitute an offer, or
an invitation on our behalf or the underwriters, or any of them, to subscribe for or purchase any of the Notes, and may not be used for or in connection with
an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation. See "Underwriting."
In this Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus, unless otherwise stated, references to "CIBC," the "Bank,"
"we," "us" and "our" refer to Canadian Imperial Bank of Commerce and all entities included in its consolidated financial statements, except where
otherwise indicated or where the context otherwise requires.

S-1
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FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus and any free writing prospectus we have authorized, including the
documents that are incorporated by reference, contain forward-looking statements within the meaning of certain securities laws. All such statements are
made pursuant to the "safe harbour" provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities
legislation, including the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements made about the
operations, business lines, financial condition, risk management, priorities, targets, ongoing objectives, strategies, the regulatory environment in which
CIBC operates and outlook for calendar year 2020 and subsequent periods. Forward-looking statements are typically identified by the words "believe",
"expect", "anticipate", "intend", "estimate", "forecast", "target", "objective" and other similar expressions or future or conditional verbs such as "will",
"should", "would" and "could." By their nature, these statements require CIBC to make assumptions and are subject to inherent risks and uncertainties that
may be general or specific. A variety of factors, many of which are beyond CIBC's control, affect the operations, performance and results of CIBC, and
could cause actual results to differ materially from the expectations expressed in any of CIBC's forward-looking statements. These factors include: credit,
market, liquidity, strategic, insurance, operational, reputation, conduct and legal, regulatory and environmental risk; the effectiveness and adequacy of
CIBC's risk management and valuation models and processes; legislative or regulatory developments in the jurisdictions where CIBC operates, including
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations issued and to be issued thereunder, the Organisation for Economic
Co-operation and Development Common Reporting Standard and regulatory reforms in the United Kingdom and Europe, the Basel Committee on Banking
Supervision's global standards for capital and liquidity reform and those relating to bank recapitalization legislation and the payments system in Canada;
amendments to, and interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and liquidity regulatory guidance; the
resolution of legal and regulatory proceedings and related matters; the effect of changes to accounting standards, rules and interpretations; changes in
CIBC's estimates of reserves and allowances; changes in tax laws; changes to CIBC's credit ratings; political conditions and developments, including
changes relating to economic or trade matters; the possible effect on CIBC's business of international conflicts and terrorism; natural disasters, public
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health emergencies, disruptions to public infrastructure and other catastrophic events; reliance on third parties to provide components of CIBC's business
infrastructure; potential disruptions to CIBC's information technology systems and services; increasing cyber security risks which may include theft or
disclosure of assets, unauthorized access to sensitive information, or operational disruption; social media risk; losses incurred as a result of internal or
external fraud; anti-money laundering; the accuracy and completeness of information provided to CIBC concerning clients and counterparties; the failure
of third parties to comply with their obligations to CIBC and its affiliates or associates; intensifying competition from established competitors and new
entrants in the financial services industry including through internet and mobile banking; technological change; global capital market activity; changes in
monetary and economic policy; currency value and interest rate fluctuations, including as a result of market and oil price volatility; general business and
economic conditions worldwide, as well as in Canada, the U.S. and other countries where CIBC has operations, including increasing Canadian household
debt levels and global credit risks; CIBC's success in developing and introducing new products and services, expanding existing distribution channels,
developing new distribution channels and realizing increased revenue from these channels; changes in client spending and saving habits; CIBC's ability to
attract and retain key employees and executives; CIBC's ability to successfully execute its strategies and complete and integrate acquisitions and joint
ventures; the risk that expected synergies and benefits of an acquisition will not be realized within the expected time frame or at all; and CIBC's ability to
anticipate and manage the risks associated with these factors.
This list is not exhaustive of the factors that may affect any of CIBC's forward-looking statements. Additional information about these factors can be
found in the "Management of risk" section of CIBC's 2019 Annual Report (as defined below), which is incorporated by reference in this Prospectus
Supplement and the accompanying Short Form Base Shelf Prospectus. These and other factors should be considered carefully and readers should not place
undue reliance on CIBC's forward-looking statements. CIBC does not undertake to update any forward-looking statement that is contained in this
Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus and any free writing prospectus we have authorized or the documents
incorporated by reference, except as required by law.

S-2
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PRESENTATION OF FINANCIAL INFORMATION
CIBC maintains its financial books and records, and prepares its consolidated financial statements, in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Pursuant to the rules of the U.S. Securities and Exchange
Commission (the "SEC"), CIBC is permitted to present its financial statements prepared in accordance with IFRS without a reconciliation to U.S.
Generally Accepted Accounting Principles.
Additionally, the Bank publishes its consolidated financial statements in Canadian dollars. In this Prospectus Supplement, currency amounts are
stated in Canadian dollars, unless specified otherwise. References to "$," "Cdn$" and "dollars" are to Canadian dollars, and references to "US$" are to
U.S. dollars.

S-3
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about CIBC and this offering. It does not contain all of the information that may be important to
you in deciding whether to purchase Notes. We encourage you to read the entire Prospectus Supplement, the accompanying Short Form Base Shelf
Prospectus and the documents that we have filed with the SEC and the Canadian securities regulators that are incorporated by reference into this
Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus prior to deciding whether to purchase Notes.
Canadian Imperial Bank of Commerce
CIBC is a diversified financial institution governed by the Bank Act (Canada) (the "Bank Act"). CIBC's registered and head office is located in
Commerce Court, Toronto, Canada, M5L 1A2. CIBC was formed through the amalgamation of The Canadian Bank of Commerce (originally
incorporated in 1858) and Imperial Bank of Canada (originally incorporated in 1875).
Additional information with respect to CIBC's businesses is included in the documents incorporated by reference into this Prospectus
Supplement and the accompanying Short Form Base Shelf Prospectus. See "Documents Incorporated by Reference" in this Prospectus Supplement
and the accompanying Short Form Base Shelf Prospectus.
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The Offering
The following summary describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. See "Description of the Notes" for a more detailed description of the terms and conditions of the Notes.

Issuer
Canadian Imperial Bank of Commerce.

Securities Offered
US$1,250,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the
"Notes").

Maturity Date
The Notes will mature on March 17, 2023.

Interest Rate
The Notes will bear interest at a rate per annum equal to Compounded SOFR (as defined
below) plus 80 basis points (the "Spread") (the "Interest Rate").

Compounded SOFR
A compounded average of daily SOFR determined for each quarterly Interest Period in
accordance with the specific formula described under "Description of the Notes--
Compounded SOFR."

For purposes of calculating Compounded SOFR with respect to the final Interest Period, the
daily SOFR for each calendar day in the period from and including the Rate Cut-Off Date

(as defined below) to but excluding the Maturity Date will be the daily SOFR in respect of
such Rate Cut-Off Date.

Interest Payment Dates
Interest on the Notes will be payable quarterly in arrears on the second Business Day
following each Interest Period End Date. Notwithstanding the foregoing, interest for the final
Interest Period (as defined below) will be paid on the Maturity Date (or the next succeeding
Business Day, as described below).

Interest Period End Dates
March 17, June 17, September 17 and December 17 of each year; provided that if any
scheduled Interest Period End Date, other than the Maturity Date, would fall on a day that is
not a Business Day, the Interest Period End Date will be postponed to the next succeeding
Business Day, except that if that Business Day falls in the next succeeding calendar month,
the Interest Period End Date will be the immediately preceding Business Day. The first
Interest Period End Date will be March 17, 2020.

Interest Period
The period from, and including, each Interest Period End Date (or the issue date in the case
of the initial Interest Period) to, but excluding, the next succeeding Interest Period End Date.

Rate Cut-Off Date
The second U.S. Government Securities Business Day (as defined below) prior to the
Maturity Date.

U.S. Government Securities Business Day
Any day except for a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association (or any

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successor thereto) recommends that the fixed income departments of its members be closed

for the entire day for purposes of trading in U.S. government securities.

Business Day
Any day other than a day that is (i) a Saturday or Sunday, (ii) a day on which banking
institutions generally in the City of New York or Toronto are authorized or obligated by law,
regulation or executive order to close, (iii) a day on which transactions in U.S. dollars are not
conducted in the City of New York or (iv) a day on which TARGET2 is not operating.

Tax Redemption
The Notes are not redeemable by the Bank prior to their maturity, except under the
circumstances described under "Description of the Notes--Tax Redemption ."

Ranking
The Notes will be our unsecured and unsubordinated obligations and will rank equally with
all our other unsecured and unsubordinated debt, including deposit liabilities, other than
certain statutory claims in accordance with applicable law, and prior to all of our
subordinated debt. See "Description of the Notes--General."

Canadian Bail-In Powers Acknowledgment
The Notes are bail-inable notes. See "Description of the Notes--Agreement with Respect to
the Exercise of Canadian Bail-in Powers."

Form and Denomination
We will issue the Notes in the form of one or more fully registered global notes registered in
the name of the nominee of The Depository Trust Company ("DTC"). Beneficial interests in
the Notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Clearstream Banking
S.A. and Euroclear Bank SA/NV will hold interests on behalf of their participants through
their respective U.S. depositaries, which in turn will hold such interests in accounts as
participants of DTC. Except in the limited circumstances described in this Prospectus
Supplement, owners of beneficial interests in the Notes will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive Notes in definitive form
and will not be considered holders of Notes under the Indenture (as defined below). The
Notes will be issued only in denominations of US$2,000 and integral multiples of US$1,000
in excess thereof. See "Description of the Notes--Book-Entry System; Delivery and Form. "

Further Issues
The Bank may from time to time, without giving notice to or seeking the consent of the
holders of the Notes offered hereby, issue additional debt securities having the same terms as
the Notes (except for the issue date and, in some cases, the public offering price and the first
interest payment date) and ranking equally and ratably with the Notes. Any additional debt
securities having such same terms, together with the Notes offered hereby, will constitute a
single series of securities under the Indenture. See "Description of the Notes--Further
Issues."

S-6
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Use of Proceeds
The net proceeds from this offering will be added to the Bank's funds and will be used for
general corporate purposes. See "Use of Proceeds."

Material U.S. Federal Income Tax Considerations
See "Material U.S. Federal Income Tax Considerations."

Material Canadian Federal Income Tax Considerations See "Material Canadian Federal Income Tax Considerations."

Risk Factors
Investing in the Notes involves risks. See "Risk Factors" in this Prospectus Supplement and
the accompanying Short Form Base Shelf Prospectus for a description of certain risks you
should consider before investing in the Notes.

Governing Law
The Indenture is, and the Notes will be, governed by and construed in accordance with the
laws of the State of New York (other than with respect to the ranking of the Notes and the
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provisions relating to the bail-in acknowledgment of holders and beneficial owners of Notes
described under "Description of the Notes--Special Provisions Related to Bail-in Regime--
Agreement with Respect to the Exercise of Canadian Bail-in Powers," which will be
governed by and construed in accordance with the laws of the Province of Ontario and the
applicable laws of Canada).

Trustee
The Bank of New York Mellon.

Calculation Agent
The Bank of New York Mellon.

CUSIP / ISIN
13607GKW3/ US13607GKW32

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RISK FACTORS
An investment in the Notes is subject to certain risks. Before deciding whether to invest in the Notes, investors should carefully consider the risks set
out herein, in the accompanying Short Form Base Shelf Prospectus and incorporated by reference in this Prospectus Supplement and the accompanying
Short Form Base Shelf Prospectus. These risks are not the only ones the Bank faces. Additional risks not presently known to the Bank or that it currently
deems immaterial may also impair its business operations and even the risks described below may adversely affect its business in ways it has not described
or does not currently anticipate. The Bank's business, financial condition or results of operations could be materially adversely affected by any of these
risks. In such case, you may lose all or part of your original investment.
Our credit ratings may not reflect all the risks of your investment in the Notes; downgrades or other changes in our credit ratings could affect
our financial results and reduce the market value of the Notes.
The Bank's credit ratings are an assessment by rating agencies of the Bank's ability to pay its debts and deposit liabilities when due. These credit
ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes; additional factors discussed in this Prospectus
Supplement, in the accompanying Short Form Base Shelf Prospectus or in the documents incorporated by reference herein or therein; and other factors that
may affect the value of the Notes. Ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the
issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
The value of the Notes will be affected by the general creditworthiness of the Bank. Prospective investors should consider the categories of risks
identified and discussed in CIBC's 2019 Annual Report and CIBC's 2019 MD&A (each as defined below), each of which is incorporated by reference in
this Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus, including credit, market, liquidity, strategic, insurance, operational,
reputation, conduct and legal, regulatory and environmental risks. There is no assurance that the credit ratings assigned to the Notes or the Bank will
remain in effect for any period of time or that they will not be lowered. Real or anticipated changes in credit ratings on the Bank's deposit liabilities may
affect the market value of the Notes. In addition, real or anticipated changes in credit ratings can affect the cost at which the Bank can transact or obtain
funding, and thereby affect the Bank's liquidity, business, financial condition or results of operations and, therefore, the Bank's ability to make payments
on the Notes could be adversely affected.
The Indenture contains limited covenants and does not limit the Bank's ability to incur future indebtedness, pay dividends, repurchase securities
or engage in other activities, which could adversely affect the Bank's ability to pay its obligations under the Notes.
The Indenture does not contain any financial covenants and contains only limited restrictive covenants. In addition, the Indenture does not limit the
Bank's or its subsidiaries' ability to incur additional indebtedness, issue or repurchase securities, pay dividends or engage in transactions with affiliates.
Except to the extent regulatory requirements affect the Bank's decisions to issue more senior debt, there is no limit on the Bank's ability to incur additional
senior debt. The Bank's ability to incur additional indebtedness and use its funds for any purpose in the Bank's discretion may increase the risk that the
Bank will be unable to service its debt, including paying its obligations under the Notes.
SOFR has a very limited history, and its historical performance is not indicative of future performance.
The New York Federal Reserve (as defined below) began to publish SOFR in April 2018. Although the New York Federal Reserve has also begun
publishing historical indicative SOFR going back to 2014, such historical indicative data inherently involves assumptions, estimates and approximations.
Therefore, SOFR has limited performance history and no actual investment based on the performance of SOFR was possible before April 2018.

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The level of SOFR over the term of the Notes may bear little or no relation to the historical level of SOFR. The future performance of SOFR is impossible
to predict and therefore no future performance of SOFR or the Notes may be inferred from any of the hypothetical or actual historical performance data.
Hypothetical or actual historical performance data are not indicative of the future performance of SOFR or the Notes. Changes in the levels of SOFR will
affect Compounded SOFR and, therefore, the return on the Notes and the trading price of such Notes, but it is impossible to predict whether such levels
will rise or fall. There can be no assurance that SOFR or Compounded SOFR will be positive.
Any failure of SOFR to gain market acceptance could adversely affect the Notes.
SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an
alternative to U.S. dollar LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury
repurchase agreement (repo) market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit
risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not
consider SOFR a suitable substitute or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a
representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain
market acceptance could adversely affect the return on the Notes and the price at which you can sell such Notes.
The composition and characteristics of SOFR are not the same as those of LIBOR and there is no guarantee that either SOFR or compounded
SOFR is a comparable substitute for LIBOR.
In June 2017, the New York Federal Reserve's Alternative Reference Rates Committee (the "ARRC") announced SOFR as its recommended
alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad U.S.
Treasury repo financing rate that represents overnight secured funding transactions. This means that SOFR is fundamentally different from LIBOR for two
key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents interbank
funding over different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time,
including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial,
political, regulatory, judicial or other events. For example, since publication of SOFR began in April 2018, daily changes in SOFR have, on occasion, been
more volatile than daily changes in comparable benchmark or other market rates. For additional information regarding SOFR, see "Description of the Notes
--Compounded SOFR."
SOFR may be modified or discontinued, and the Notes may bear interest by reference to a rate other than Compounded SOFR, which could
adversely affect the value of the Notes.
The New York Federal Reserve (or a successor), as administrator of SOFR, may make methodological or other changes that could change the value
of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or
timing related to the publication of SOFR. In addition, the administrator may alter, discontinue or suspend calculation or dissemination of SOFR (in which
case a fallback method of determining the interest rate on the Notes as further described under "Description of the Notes--Compounded SOFR" will apply).
Neither we nor our designee as the Calculation Agent has any obligation to consider your interests in calculating, adjusting, converting, revising or
discontinuing the use of SOFR.
If we or our designee (which may be an affiliate as other agent but is not the Calculation Agent) determines that a Benchmark Transition Event (as
defined below) and its related Benchmark Replacement Date have occurred in respect of SOFR, then the interest rate on the Notes will no longer be
determined by reference to SOFR, but instead will be determined by reference to a different rate, which will be a different benchmark than SOFR, plus a
spread adjustment, which we refer to as a "Benchmark Replacement," as further described under "Description of the Notes--Compounded SOFR. "

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If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark
Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated
by (i) the Relevant Governmental Body (such as the ARRC), (ii) International Swaps and Derivatives Association ("ISDA") or (iii) in certain
circumstances, us or our designee. In addition, the terms of the Notes expressly authorize us or our designee to make Benchmark Replacement Conforming
Changes (as defined below) with respect to, among other things, changes to the definition of "Interest Period," timing and frequency of determining rates
and making payments of interest and other administrative matters. The determination of a Benchmark Replacement, the calculation of the interest rate on
the Notes by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of
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Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the Notes in
connection with a Benchmark Transition Event could adversely affect the value of the Notes, the return on the Notes and the price at which you can sell
such Notes.
Any determination, decision or election described above will be made in our or our designee's sole discretion.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark
Replacement will not be the economic equivalent of SOFR, there can be no assurance that the Benchmark Replacement will perform in the same way as
SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each of which means
that a Benchmark Transition Event could adversely affect the value of the Notes, the return on the Notes and the price at which you can sell the Notes), (ii)
any failure of the Benchmark Replacement to gain market acceptance could adversely affect the Notes, (iii) the Benchmark Replacement may have a very
limited history and the future performance of the Benchmark Replacement cannot be predicted based on historical performance, (iv) the secondary trading
market for Notes linked to the Benchmark Replacement may be limited and (v) the administrator of the Benchmark Replacement may make changes that
could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing
so.
The interest rate on the Notes is based on a Compounded SOFR rate, which is relatively new in the marketplace.
For each Interest Period, the interest rate on the Notes is based on Compounded SOFR, which is calculated using the specific formula described
under "Description of the Notes--Compounded SOFR", not the SOFR rate published on or in respect of a particular date during such Interest Period or an
arithmetic average of SOFR rates during such period. For this and other reasons, the interest rate on the Notes during any Interest Period will not be the
same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate
in respect of a particular date during an Interest Period is negative, its contribution to Compounded SOFR will be less than one, resulting in a reduction to
Compounded SOFR used to calculate the interest payable on the Notes on the Interest Payment Date for such Interest Period.
In addition, very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based
upon SOFR in those precedents varies. Accordingly, the specific formula for the Compounded SOFR rate used in the Notes may not be widely adopted by
other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the market value of the Notes.
Compounded SOFR with respect to a particular Interest Period will only be capable of being determined at the end of the relevant Interest
Period.
The level of Compounded SOFR applicable to a particular Interest Period and, therefore, the amount of interest payable with respect to such Interest
Period will be determined on the U.S. Government Securities

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Business Day immediately following the Interest Period End Date for such Interest Period (or the Rate Cut-Off Date for the final Interest Period). Because
each such date is near or after the end of such Interest Period, you will not know the amount of interest payable with respect to a particular Interest Period
until shortly prior to the related Interest Payment Date and it may be difficult for you to reliably estimate the amount of interest that will be payable on
each such Interest Payment Date. In addition, some investors may be unwilling or unable to trade the Notes without changes to their information technology
systems, both of which could adversely impact the liquidity and trading price of the Notes.
We or our designee will make determinations with respect to the Notes.
We or our designee will make certain determinations with respect to the Notes as further described under "Description of the Notes." In addition, if a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred, we or our designee will make certain determinations with respect
to the Notes in our or our designee's sole discretion as further described under "Description of the Notes--Compounded SOFR. " Any of these
determinations may adversely affect the payout to investors. Moreover, certain determinations may require the exercise of discretion and the making of
subjective judgments, such as with respect to Compounded SOFR or the occurrence or non-occurrence of a Benchmark Transition Event and any
Benchmark Replacement Conforming Changes. These potentially subjective determinations may adversely affect the payout to you on the Notes. For
further information regarding these types of determinations, see "Description of the Notes--Compounded SOFR. "
In determining Compounded SOFR for the final Interest Period, the level of SOFR for any day from and including the Rate Cut-Off Date to but
excluding the Maturity Date will be the level of SOFR in respect of such Rate Cut-Off Date.
For the final Interest Period, because the level of SOFR for any day from and including the Rate Cut-Off Date to but excluding the Maturity Date
will be the level of SOFR in respect of such Rate Cut-Off Date, you will not receive the benefit of any increase in the level in respect of SOFR on any date
following the Rate Cut-Off Date in connection with the determination of the interest payable with respect to such Interest Period, which could adversely
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impact the amount of interest payable with respect to that Interest Period.
Your ability to transfer the Notes may be limited by the absence of an active trading market, and there is no assurance that an active trading
market will develop for the Notes.
The Notes are a new issue of securities for which there is no established market. The Bank does not intend to apply for listing or quotation of the
Notes on any securities exchange or automated quotation system. While the underwriters have informed the Bank that they intend to make a market in the
Notes, the underwriters will not be obligated to do so and may stop their market making at any time. In addition, any market-making activities will be
subject to limits under U.S. Federal securities laws. These factors may affect the pricing of the Notes in any secondary market, the transparency and
availability of trading prices and the liquidity of the Notes. There can be no assurance that an active trading market will develop for the Notes after the
offering, or if developed, that such a market will be sustained at the offering price of the Notes.
Future trading prices of the Notes will depend on many factors and the Notes may trade at a discount from their initial offering price.
Future trading prices of the Notes will depend on many factors, including prevailing interest rates, foreign exchange movements, the market for
similar securities, general economic conditions and the Bank's financial condition, performance, prospects and other factors. If any of the Notes are traded
after their initial issuance, they may trade at a discount from their initial offering price.

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Investors in the United States may have difficulty bringing actions and enforcing judgments against the Bank and others based on securities law
civil liability provisions.
The Bank is organized under the federal laws of Canada and its principal executive office is located in the Province of Ontario. Many of the directors
and officers of the Bank and some of the experts named in this Prospectus Supplement, the accompanying Short Form Base Shelf Prospectus and the
documents incorporated by reference herein and therein are residents of Canada or otherwise reside outside the United States, and a substantial portion of
their assets and those of the Bank are located outside the United States. As a result it may be difficult for investors in the United States to bring an action
against such directors, officers or experts or to enforce against those persons or the Bank a judgment obtained in a United States court predicated upon the
civil liability provisions of federal securities laws or other laws of the United States.
Recent changes in U.S. tax legislation could have an adverse impact on us.
New U.S. federal tax laws were recently enacted that provide for significant changes to U.S. tax law, some of which could have an adverse impact on
our operations, business, and financial condition, or an adverse impact on you. The new rules are complex and lack developed administrative guidance;
thus, the impact of certain aspects of its provisions on us, or on you, is currently unclear. We urge you to consult your tax advisors regarding the possible
effects of the new rules to this investment.
The Notes will be subject to risks, including non-payment in full or conversion in whole or in part--by means of a transaction or series of
transactions and in one or more steps--into common shares of the Bank or any of its affiliates, under Canadian bank resolution powers.
Under Canadian bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about to cease, to be viable, assume
temporary control or ownership of the Bank and may be granted broad powers by one or more orders of the Governor in Council (Canada), each of which
we refer to as an "Order," including the power to sell or dispose of all or a part of the assets of the Bank, and the power to carry out or cause the Bank to
carry out a transaction or a series of transactions the purpose of which is to restructure the business of the Bank. As part of the Canadian bank resolution
powers, certain provisions of, and regulations under, the Bank Act, the CDIC Act and certain other Canadian federal statutes pertaining to banks, which we
refer to collectively as the "bail-in regime," provide for a bank recapitalization regime for banks designated by the Superintendent of Financial Institutions
(Canada) (the "Superintendent") as domestic systemically important banks, which include the Bank. We refer to those domestic systemically important
banks as "D-SIBs." See "Description of the Notes--Canadian Bank Resolution Powers" for a description of the Canadian bank resolution powers,
including the bail-in regime.
If the CDIC were to take action under the Canadian bank resolution powers with respect to the Bank, this could result in holders or beneficial owners
of the Notes being exposed to losses and conversion of the Notes in whole or in part--by means of a transaction or series of transactions and in one or
more steps--into common shares of the Bank or any of its affiliates, which we refer to as a "bail-in conversion." Subject to certain exceptions discussed
under "Description of the Notes--Canadian Bank Resolution Powers," senior debt issued on or after September 23, 2018, with an initial or amended term
to maturity (including explicit or embedded options) greater than 400 days, that is unsecured or partially secured and that has been assigned a CUSIP or
ISIN or similar identification number, is subject to bail-in conversion ("bail-inable notes"). The Notes are "bail-inable notes."
Upon a bail-in conversion, if your Notes or any portion thereof are converted into common shares of the Bank or any of its affiliates, you will be
obligated to accept those common shares, even if you do not at the time consider the common shares to be an appropriate investment for you, and despite
any change in the Bank or any of its affiliates, or the fact that the common shares may be issued by an affiliate of the Bank, or any disruption to or lack of a
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