Obligation Royal Bank of Canada 8% ( US78014RCJ77 ) en USD

Société émettrice Royal Bank of Canada
Prix sur le marché 100 %  ▲ 
Pays  Canada
Code ISIN  US78014RCJ77 ( en USD )
Coupon 8% par an ( paiement semestriel )
Echéance 25/02/2021 - Obligation échue



Prospectus brochure de l'obligation Royal Bank of Canada US78014RCJ77 en USD 8%, échue


Montant Minimal 1 000 USD
Montant de l'émission 5 000 000 USD
Cusip 78014RCJ7
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée La Banque Royale du Canada (RBC) est une institution financière multinationale canadienne offrant une large gamme de services financiers, incluant les services bancaires aux particuliers et aux entreprises, la gestion de patrimoine, les marchés des capitaux et l'assurance.

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78014RCJ77, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/02/2021







2/20/2020
https://www.sec.gov/Archives/edgar/data/1000275/000114036120003663/form424b2.htm
424B2 1 form424b2.htm 3M LIBOR BARR 78014RCJ7
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001

Pricing Supplement
$5,000,000
Dated February 18, 2020
3 Month U.S. Dol ar ICE LIBOR Linked
To the Product Prospectus Supplement FIN-1 dated
Notes,
September 20, 2018, and the Prospectus Supplement and
Prospectus, each dated September 7, 2018
due February 25, 2021
Royal Bank of Canada
Royal Bank of Canada is offering the 3 Month U.S. Dol ar ICE LIBOR Linked Notes (the "Notes") described below.
The CUSIP number for the Notes is 78014RCJ7.
The Notes wil pay interest quarterly at the rate of 8.00% per annum. We wil pay interest on the Notes (each an "Interest
Payment Date"), commencing on May 25, 2020.
The payment at maturity wil depend on the "Reference Rate," which is the 3 Month U.S. Dol ar ICE LIBOR Rate.
If the Reference Rate is less than 0.8473% on the "Observation Date," you could lose al or a substantial portion of the
principal amount.
The Notes wil not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Additional Risk Factors" on page P-5 of this pricing supplement,
"Additional Risk Factors Specific to the Notes" beginning on page PS-5 of the product prospectus supplement FIN-1 dated
September 20, 2018, and "Risk Factors" beginning on page S-1 of the prospectus supplement dated September 7, 2018.
The Notes wil not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other Canadian or U.S. government agency or instrumentality. The Notes are not subject to
conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The initial estimated value of the Notes as of the date of this pricing supplement is $983.60 per $1,000 in principal amount,
which is less than the price to public. The actual value of the Notes at any time wil reflect many factors, cannot be
predicted with accuracy, and may be less than this amount. We describe our determination of the initial estimated value in
more detail below.
RBC Capital Markets, LLC wil offer the Notes at varying public offering prices related to prevailing market prices, and wil
purchase the Notes from us on the issue date at a purchase price of 99.00% of the principal amount. See "Supplemental
Plan of Distribution (Conflicts of Interest)" below.
We wil deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on February 25,
2020, against payment in immediately available funds.
RBC Capital Markets, LLC
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement,
the product prospectus supplement FIN-1, the prospectus supplement, and the prospectus.
Issuer:
Royal Bank of Canada ("Royal Bank")
Underwriter:
RBC Capital Markets, LLC
Currency:
U.S. Dol ars
Minimum
$1,000 and minimum denominations of $1,000 in excess of $1,000
Investment:
Pricing Date:
February 18, 2020
Issue Date:
February 25, 2020
Maturity Date:
February 25, 2021
Observation Date:
February 18, 2021, subject to postponement if that day is not a business day in New York City and
London.
Interest Rate:
8.00% per annum.
Interest Payment
Quarterly, on the 25th day of each February, May, August and November, commencing on May 25,
Dates:
2020. If any payment date on the Notes is not a New York or London business day, that payment wil
be postponed to the next such business day, and no additional interest wil accrue on the Notes as a
result of such postponement.
Reference Rate:
3 Month USD LIBOR, as reported on Reuters page LIBOR01 or any successor page.
Determination of
For additional information as to the determination of the Reference Rate, see "Determination of USD
LIBOR:
LIBOR" below.
Final Reference
The Reference Rate on the Observation Date.
Rate:
Payment at
If the Final Reference Rate is greater than or equal to 0.8473%, we wil pay you the principal
Maturity:
amount, together with the applicable interest payment.
If the Final Reference Rate is less than 0.8473%, in addition to the applicable interest payment, we
wil pay you an amount equal to: (a) the principal amount multiplied by (b) a fraction, (1) the
numerator of which is the Final Reference Rate and (2) the denominator of which is 0.8473%. This
payment wil not be less than $0.00. In this case, you could lose al or substantial y al of the
principal amount of the Notes.
U.S. Tax
By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
Treatment:
determination or a judicial ruling to the contrary) to treat the Note as a pre-paid cash-settled income-
bearing derivative contract linked to the Reference Rate for U.S. federal income tax purposes.
However, the U.S. federal income tax consequences of your investment in the Notes are uncertain
and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is
different from that described in the preceding sentence. Please see the section
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
below, "Supplemental Discussion of U.S. Federal Income Tax Consequences," and the discussion in
the product prospectus supplement dated September 20, 2018 under "Tax Consequences," which
apply to the Notes.
Distribution:
The Notes are not intended for purchase by any investor that is not a United States person, as that
term is defined for U.S. federal income tax purposes, and no dealer may make offers of the Notes to
any such investor. Each investor, by purchasing the Notes, agrees not to transfer them to any
person or entity that is not a United States person.
Calculation Agent:
RBC Capital Markets, LLC
Early Redemption:
Not applicable.
Survivor's Option:
Not applicable.
Listing:
The Notes wil not be listed on any securities exchange.
Clearance and
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
Settlement:
described under "Description of Debt Securities--Ownership and Book-Entry Issuance" in the
prospectus dated September 7, 2018).
Terms Incorporated
Al of the terms appearing above the item captioned "Listing" on page P-2 and page P-3 of this
in the Master Note:
pricing supplement and the applicable terms appearing under the caption "General Terms of the
Notes" in the product prospectus supplement FIN-1 dated September 20, 2018, as modified by this
pricing supplement.
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the
prospectus supplement dated September 7, 2018 and the product prospectus supplement FIN-1 dated September 20,
2018, relating to our Senior Global Medium-Term Notes, Series H, of which these Notes are a part. Capitalized terms used
but not defined in this pricing supplement wil have the meanings given to them in the product prospectus supplement FIN-
1. In the event of any conflict, this pricing supplement wil control. The Notes vary from the terms described in the product
prospectus supplement FIN-1 in several important ways. You should read this pricing supplement careful y.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes al
prior or contemporaneous oral statements as wel as any other written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational
materials of ours. You should careful y consider, among other things, the matters set forth in "Risk Factors" in the
prospectus supplement dated September 7, 2018, "Additional Risk Factors Specific to the Notes" in the product prospectus
supplement FIN-1 dated September 20, 2018 and "Additional Risk Factors" in this pricing supplement, as the Notes involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisors before you invest in the Notes. You may access these documents on the SEC website at www.sec.gov as
fol ows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
Prospectus Supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
Product Prospectus Supplement FIN-1 dated September 20, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038802/form424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, "we," "us," or "our"
refers to Royal Bank of Canada.
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
ADDITIONAL RISK FACTORS
The Notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most
significant risks relating to the terms of the Notes. For additional information as to these risks, please see the product
prospectus supplement FIN-1 dated September 20, 2018 and the prospectus supplement dated September 7, 2018. You
should careful y consider whether the Notes are suited to your particular circumstances before you decide to purchase
them. Accordingly, prospective investors should consult their financial and legal advisors as to the risks entailed by an
investment in the Notes and the suitability of the Notes in light of their particular circumstances.
You May Lose a Portion of the Principal Amount at Maturity. Investors in the Notes could lose a substantial portion of
their principal amount at maturity if the Reference Rate on the Observation Date is less than 0.8473%. The interest
payments that you receive on the Notes may not be sufficient to compensate you for any loss of the principal.
The Maximum Return on the Notes Is Limited to Principal Plus Interest, Regardless of Any Appreciation in the
Reference Rate. Investors wil not receive a payment at maturity with a value greater than the principal amount invested
plus interest. This wil be the case even if the Reference Rate increases significantly above 0.8473%, even though the
investor has downside exposure.
Investors Are Subject to Our Credit Risk, and Our Credit Ratings and Credit Spreads May Adversely Affect the
Market Value of the Notes. Investors are dependent on our ability to pay al amounts due on the Notes on the interest
payment dates and at maturity, and, therefore, investors are subject to our credit risk and to changes in the market's view
of our creditworthiness. Any decrease in our credit ratings or increase in the credit spreads charged by the market for
taking our credit risk is likely to adversely affect the market value of the Notes.
The Initial Estimated Value of the Notes Is Less than the Price to the Public. The initial estimated value set forth on
the cover page does not represent a minimum price at which we, RBCCM or any of our affiliates would be wil ing to
purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sel the Notes prior to maturity,
their market value may be lower than the price you paid for them and the initial estimated value. This is due to, among
other things, changes in the level of the Reference Rate, the borrowing rate we pay to issue securities of this kind, and the
inclusion in the price to the public of the underwriting discount and the estimated costs relating to our hedging of the
Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected
to reduce the price at which you may be able to sel the Notes in any secondary market and wil affect the value of the
Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the
price, if any, at which you may be able to sel your Notes prior to maturity may be less than your original purchase price, as
any such sale price would not be expected to include the underwriting discount and the hedging costs relating to the
Notes. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be
based on the secondary rate rather than the internal funding rate used to price the Notes and determine the initial
estimated value. As a result, the secondary price wil be less than if the internal funding rate was used. The Notes are not
designed to be short-term trading instruments. Accordingly, you should be able and wil ing to hold your Notes to maturity.
The Initial Estimated Value of the Notes on the Cover Page Is an Estimate Only, Calculated as of the Time the
Terms of the Notes Were Set. The initial estimated value of the Notes is based on the value of our obligation to make the
payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See
"Structuring the Notes" below. Our estimate is based on a variety of assumptions, including our credit spreads,
expectations as to interest rates and volatility, and the expected term of the Notes. These assumptions are based on
certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar
securities at a price that is significantly different than we do.
The value of the Notes at any time after the pricing date wil vary based on many factors, including changes in market
conditions, and cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in
any secondary market, if any, should be expected to differ material y from the initial estimated value of your Notes.
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
LIBOR May Be Discontinued After 2021, and a Benchmark Transition Event and its Related Benchmark
Replacement Date May Occur Prior to Such Discontinuance.
As noted under "Risk Factors ­ Risks Relating to Floating Rate Notes" in the accompanying prospectus supplement dated
September 7, 2018, the continuation of USD LIBOR on the current basis cannot and wil not be guaranteed after 2021.
In addition, a Benchmark Transition Event and its related Benchmark Replacement Date (both as defined under
"Determination of USD LIBOR -- Effect of Benchmark Transition Event" below (the "Benchmark Transition Provisions"))
may occur even if banks are submitting rates for the calculation of LIBOR and USD LIBOR rates are being published. See
the definition of "Benchmark Transition Event."
The Effect of a Benchmark Transition Event on the Notes is Uncertain.
It is not possible to predict the effect that a Benchmark Transition Event wil have on the Notes. If we or the calculation
agent (after consultation with us) determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to USD LIBOR, then a Benchmark Replacement (defined in the Benchmark Transition
Provisions) wil be selected by us or the calculation agent (after consultation with us) in accordance with the Benchmark
Transition Provisions. The selection of a Benchmark Replacement, and any decisions, determinations or elections made
by us or the calculation agent in connection with implementing a Benchmark Replacement with respect to the Notes in
accordance with the Benchmark Transition Provisions, could result in adverse consequences to the amount payable at
maturity, which could adversely affect the return on, value of and market for the Notes. Further, there is no assurance that
the characteristics of any Benchmark Replacement wil be similar to USD LIBOR, or that any Benchmark Replacement wil
produce the economic equivalent of USD LIBOR. See "Determination of USD LIBOR" below.
The Secured Overnight Financing Rate Is a Relatively New Reference Rate and its Composition and
Characteristics Are Not the Same as USD LIBOR.
Under the Benchmark Transition Provisions of the Notes, if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to USD LIBOR, then the payment at maturity on the Notes may be
determined based on the Secured Overnight Financing Rate ("SOFR").
On June 22, 2017, the Alternative Reference Rates Committee ("ARRC") convened by the Board of Governors of the
Federal Reserve System and the Federal Reserve Bank of New York identified SOFR as the rate that, in the consensus
view of the ARRC, represented best practice for use in certain new U.S. dol ar derivatives and other financial contracts.
SOFR is a broad measure of the cost of borrowing cash overnight col ateralized by U.S. treasury securities, and has been
published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve Bank of New York has also
begun publishing historical indicative Secured Overnight Financing Rates from 2014. Investors should not rely on any
historical changes or trends in SOFR as an indicator of future changes in SOFR.
The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is fundamental y 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 is a forward-looking rate that represents interbank funding over different maturities (e.g., three
months). As a result, there can be no assurance that SOFR (including Term SOFR and Compounded SOFR, both as
defined in the Benchmark Transition Provisions) wil 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.
Additional y, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or
market rates, such as USD LIBOR. Although changes in Term SOFR and Compounded SOFR general y are not expected
to be as volatile as changes in daily levels of SOFR, the return on and value of the Notes may fluctuate more than floating
rate securities that are linked to less volatile rates. In addition, the volatility of SOFR has reflected the underlying volatility
of the overnight U.S. Treasury repo market. The Federal Reserve Bank of New York has at times conducted operations in
the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can
be no assurance that the Federal Reserve Bank of New York wil continue to conduct such operations in the future, and the
duration and extent of any such operations is inherently uncertain. The effect of any such
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could be material y
adverse to investors in the Notes.
SOFR is published by the Federal Reserve Bank of New York based on data received by it from sources other than us,
and we have no control over its methods of calculation, publication schedule, rate revision practices or the availability of
SOFR at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR wil not be
discontinued or fundamental y altered in a manner that is material y adverse to the interests of investors in the Notes. If
the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount payable on the
Notes at maturity and the trading prices of the Notes. In addition, the Federal Reserve Bank of New York may withdraw,
modify or amend published SOFR data in its sole discretion and without notice. The payment at maturity wil not be
adjusted for any modifications or amendments to SOFR data that the Federal Reserve Bank of New York may publish after
the Observation Date.
Since SOFR is a relatively new reference rate, the Notes may not have an established trading market if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to USD LIBOR, and an
established trading market may never develop or may not be very liquid. Market terms for debt securities linked to SOFR
may evolve over time, and trading prices of the Notes may be lower than those of later-issued SOFR-based debt securities
as a result. Similarly, if SOFR does not prove to be widely used in securities such as the Notes, the trading price of the
Notes may be lower than those of Notes linked to reference rates that are more widely used. Investors in the Notes may
not be able to sel the Notes at al or may not be able to sel the Notes at prices that wil provide them with a yield
comparable to similar investments that have a developed secondary market, and may consequently suffer from increased
pricing volatility and market risk.
The Development of Term SOFR Is Uncertain.
Under the terms of the Notes, the first Benchmark Replacement wil be based on Term SOFR, a forward-looking term rate
for a tenor of three months that wil be based on SOFR. Term SOFR does not currently exist and is currently being
developed under the sponsorship of the ARRC. There is no assurance that the development of Term SOFR, or any other
forward-looking term rate based on SOFR, wil be completed. Uncertainty surrounding the development of forward-looking
term rates based on SOFR could have a material adverse effect on the return on, value of and market for the Notes.
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
DETERMINATION OF USD LIBOR
USD LIBOR wil be the offered rate appearing on the Refinitiv page LIBOR01 as of 11:00 A.M., London time, on the
Observation Date, for deposits in U.S. dol ars having the relevant index maturity (e.g., three months), as determined by the
calculation agent. "Refinitiv page LIBOR01" refers to the LIBOR01 page on the Refinitiv Eikon service (or any successor
service) (or any replacement page or pages on the Refinitiv Eikon service or any successor service on which London
interbank rates of major banks for U.S. dol ars are displayed).
If the rate described above does not so appear on the Refinitiv page LIBOR01, then USD LIBOR for the Observation Date
wil be equal to such rate on the business day when USD LIBOR for the relevant index maturity was last available on the
Refinitiv page LIBOR01, as determined by the calculation agent.
Effect of Benchmark Transition Event
Notwithstanding the foregoing, if we determine, or the calculation agent (after consultation with us) determines, that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in
respect of any determination of the Benchmark on any date, the Benchmark Replacement wil replace the then-current
Benchmark for al purposes relating to the Notes in respect of such determination on such date and al determinations on
al subsequent dates.
In connection with the implementation of a Benchmark Replacement, we or the calculation agent (after consultation with
us) wil have the right to make Benchmark Replacement Conforming Changes from time to time.
Any determination, decision or election that may be made by us or the calculation agent pursuant to the Benchmark
Transition Provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action
or any selection:
·
wil be conclusive and binding absent manifest error;
·
if made by us, wil be made in our sole discretion;
·
if made by the calculation agent, wil be made after consultation with us, and the calculation agent wil not make
any such determination, decision or election to which we object; and
·
notwithstanding anything to the contrary in the indenture, the form of global note or any other documentation
relating to the Notes, shal become effective without consent from the holders of the Notes or any other party.
Any determination, decision or election pursuant to the Benchmark Transition Provisions not made by the calculation agent
wil be made by us on the basis described above. In addition, we may designate an entity (which may be our affiliate) to
make any determination, decision or election that we have the right to make in connection with the Benchmark Transition
Provisions set forth in this pricing supplement.
As used in the Benchmark Transition Provisions set forth herein:
"Benchmark" means, initial y, USD LIBOR; provided that if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark, then "Benchmark" means
the applicable Benchmark Replacement.
"Benchmark Replacement" means the Interpolated Benchmark; provided that if the calculation agent (after consultation
with us) cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, then "Benchmark
Replacement" means the first alternative set forth in the order below that can be determined by us or the calculation agent
(after consultation with us) as of the Benchmark Replacement Date:
(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;
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3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
(3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor
and (b) the Benchmark Replacement Adjustment;
(4) the sum of: (a) the ISDA Fal back Rate and (b) the Benchmark Replacement Adjustment;
(5) provided that if (i) the Benchmark Replacement cannot be determined in accordance with clause (3) or (4) above
as of the Benchmark Replacement Date or (i ) we or the calculation agent (after consultation with us) shal have
determined that the ISDA Fal back Rate determined in accordance with clause (4) above is not an industry-
accepted rate of interest as a replacement for the then-current benchmark for U.S. dol ar denominated floating
rate notes at such time, then the Benchmark Replacement shal be the sum of: (a) the alternate rate of interest
that has been selected by us or the calculation agent (after consultation with us) as the replacement for the then
current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry accepted
rate of interest as a replacement for the then-current Benchmark for U.S. dol ar denominated floating rate fixed
income instruments at such time and (b) the Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by us
or the calculation agent (after consultation with us) as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a
positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body
for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fal back Rate, then the ISDA
Fal back Adjustment;
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or the
calculation agent (after consultation with us) giving due consideration to any industry-accepted spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-
current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dol ar denominated floating
rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definitions of "business day," timing and frequency of
determining rates, rounding of amounts or tenors and other administrative matters) that we or the calculation agent (after
consultation with us) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantial y consistent with market practice (or, if we or the calculation agent (after consultation with us) decides that
adoption of any portion of such market practice is not administratively feasible or that no market practice for use of the
Benchmark Replacement exists, in such other manner as we or the calculation agent (after consultation with us)
determines is reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the fol owing events with respect to the then-current
Benchmark:
(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of
the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or
publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but
earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date wil be deemed to
have occurred prior to the Reference Time for such determination.
P-9
RBC Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/1000275/000114036120003663/form424b2.htm
9/19


2/20/2020
https://www.sec.gov/Archives/edgar/data/1000275/000114036120003663/form424b2.htm

3 Month U.S. Dol ar ICE LIBOR Rate
Linked
Notes due February 25, 2021
For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition
Event, references to "Benchmark" also include any reference rate underlying such Benchmark (for example, if the
Benchmark becomes the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment in accordance
with clause (2) of the definition of "Benchmark Replacement," references to Benchmark would include SOFR).
"Benchmark Transition Event" means the occurrence of one or more of the fol owing events with respect to the then-
current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing
that such administrator has ceased or wil cease to provide the Benchmark, permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that wil continue to provide
the Benchmark;
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the
administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark,
which states that the administrator of the Benchmark has ceased or wil cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that wil continue to provide the Benchmark; or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
"Compounded SOFR" means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or
methodology for this rate, and conventions for this rate (which wil be compounded in arrears with a lookback and/or
suspension period as a mechanism to determine the Final Reference Rate) being established by us or the calculation
agent (after consultation with us) in accordance with:
(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant
Governmental Body for determining compounded SOFR; provided that:
(2) if, and to the extent that, we or the calculation agent (after consultation with us) determines that Compounded
SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and
conventions for this rate that have been selected by us or the calculation agent (after consultation with us) giving
due consideration to any industry-accepted market practice for U.S. dol ar denominated floating rate notes at
such time.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having
approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current
Benchmark.
"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. We are not incorporating by reference the website or any material it
includes in this pricing supplement.
"Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by
interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available)
that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is
available) that is longer than the Corresponding Tenor.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest
rate derivatives published from time to time.
P-10
RBC Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/1000275/000114036120003663/form424b2.htm
10/19