Obligation Royal Bank of Canada 0% ( US78015KDV35 ) en USD

Royal Bank of Canada

137.51 % ⇌

Canada

US78015KDV35 ( en USD )

31/12/2025

Prospectus brochure de l'obligation Royal Bank of Canada US78015KDV35 en USD 0%, échéance 31/12/2025

1 000 USD

2 529 000 USD

78015KDV3

N/A

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 US78015KDV35, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/12/2025

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78015KDV35, a été notée NR par l'agence de notation Moody's.

424B2 1 form424b2.htm SPX BOOSTER 78015KDV3
RBC Ca pit a l M a rk e t s®
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 2 7 0 0 1

Pricing Supplement
$2,529,000
Barrier Booster Notes
Dated December 26, 2019
Linked to the S&P 500® Index,
To the Product Prospectus Supplement ERN-EI-1, Prospectus
Due December 31, 2025
Supplement, and Prospectus Each Dated September 7, 2018
Royal Bank of Canada

Royal Bank of Canada is offering the Barrier Booster Notes (the "Notes") linked to the performance of the S&P 500® Index (the "Reference
Asset").
The CUSIP number for the Notes is 78015KDV3. If the Final Level is greater than or equal to the Initial Level but the Percentage Change does
not exceed the Booster Percentage of 33%, the Notes provide a fixed return equal to the Principal Amount plus the Booster Coupon. If the Final
Level is greater than the Initial Level and the Percentage Change exceeds the Booster Percentage, the Notes provide a one-for-one positive
return based upon the increase in the level of the Reference Asset. If the Final Level is less than the Barrier Level (70% of the Initial Level), you
will receive an amount at maturity that is proportionate to the decrease in the Reference Asset over the term of the Notes, and you may lose up
to 100% of your initial investment. Any payments on the Notes are subject to our credit risk.
Booster Coupon: 33%
Issue Date:
December 31, 2019
Maturity Date:
December 31, 2025
The Notes do not pay interest. The Notes will not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Selected Risk Considerations" beginning on page P-6 of this pricing supplement,
"Additional Risk Factors Specific to the Notes" beginning on page PS-4 of the product prospectus supplement dated September 7, 2018 and
"Risk Factors" beginning on page S-1 of the prospectus supplement dated September 7, 2018.
The Notes will 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 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.

Per Note

Total
Price to public(1)
100.00%
$2,529,000.00
Underwriting discounts and commissions(1)
3.25%
$82,192.50
Proceeds to Royal Bank of Canada
96.75%
$2,446,807.50
(1) Certain dealers that purchased the Notes for sale to certain fee-based advisory accounts may have foregone some or all of their underwriting
discount or selling concessions. The public offering price for investors purchasing the Notes in these accounts was between $967.50 and $1,000
per $1,000 in principal amount.
The initial estimated value of the Notes as of the Trade Date is $948.09 for each $1,000 in principal amount, which is less than the price to
public. The actual value of the Notes at any time will 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, which we refer to as RBCCM, acting as agent for Royal Bank of Canada, will receive a commission of $32.50 per
$1,000 in principal amount of the Notes and will use a portion of that commission to allow selling concessions to other dealers of up to $32.50
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per $1,000 in principal amount of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. See
"Supplemental Plan of Distribution (Conflicts of Interest)" below.

RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

SU M M ARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
product prospectus supplement, the prospectus supplement, and the prospectus.
Issuer:
Royal Bank of Canada ("Royal Bank")
Underwriter:
RBC Capital Markets, LLC ("RBCCM")
Reference Asset:
S&P 500® Index ("SPX")
Currency:
U.S. Dollars
Minimum
$1,000 and minimum denominations of $1,000 in excess thereof
Investment:
Trade Date (Pricing
December 26, 2019
Date):
Issue Date:
December 31, 2019
Valuation Date:
December 26, 2025
Maturity Date:
December 31, 2025, subject to extension for market and other disruptions, as described in the
product prospectus supplement dated September 7, 2018.
Payment at Maturity
If, on the Valuation Date, the Percentage Change is ze ro or posit ive , but does not exceed the
(if held to maturity):
Booster Percentage, then the investor will receive an amount equal to the principal amount plus the
Booster Coupon.
If, on the Valuation Date, the Percentage Change is greater than the Booster Percentage, then the
investor will receive an amount equal to:

Principal Amount + (Principal Amount x Percentage Change)
If, on the Valuation Date, the Percentage Change is le ss t ha n 0 % , but not by m ore t ha n the
Barrier Percentage (that is, the Percentage Change is between -0.01% and -30%), then the
investor will receive the principal amount only.
If, on the Valuation Date, the Percentage Change is ne ga t ive , by m ore t ha n the Barrier
Percentage (that is, the Percentage Change is between -30.01% and -100%), then the investor will
receive a cash payment equal to:
Principal Amount + (Principal Amount x Percentage Change)
In this case, you will lose all or a significant portion of the principal amount of the Notes.
Percentage Change: The Percentage Change, expressed as a percentage, is calculated using the following formula:
Initial Level:
3,239.91, which was the closing level of the Reference Asset on the Trade Date.
Final Level:
The closing level of the Reference Asset on the Valuation Date.
Booster Percentage: 33%
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P-2
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

Booster Coupon:
33% of the principal amount
Barrier Percentage:
30%
Barrier Level:
2,267.94, which is 70% of the Initial Level (rounded to two decimal places).
Principal at Risk:
T he N ot e s a re NOT princ ipa l prot e c t e d. Y ou m a y lose a ll or a subst a nt ia l port ion
of your princ ipa l a m ount a t m a t urit y if t he re is a pe rc e nt a ge de c re a se from t he
I nit ia l Le ve l t o t he Fina l Le ve l of m ore t ha n 3 0 % .
Calculation Agent:
RBCCM
U.S. Tax Treatment: By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to treat the Notes as a pre-paid cash-settled
derivative contract 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 below, "Supplemental Discussion of U.S. Federal
Income Tax Consequences," and the discussion (including the opinion of our counsel Morrison &
Foerster LLP) in the product prospectus supplement dated September 7, 2018 under "Supplemental
Discussion of U.S. Federal Income Tax Consequences," which apply to the Notes.
Secondary Market:
RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in
the Notes after the Issue Date. T he a m ount t ha t you m a y re c e ive upon sa le of your
N ot e s prior t o m a t urit y m a y be le ss t ha n t he princ ipa l a m ount of your N ot e s.
Listing:
The Notes will 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
All of the terms appearing above the item captioned "Secondary Market" on pages P-2 and P-3 of
in the Master Note:
this pricing supplement and the terms appearing under the caption "General Terms of the Notes" in
the product prospectus supplement dated September 7, 2018, as modified by this pricing
supplement.

P-3
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

ADDI T I ON AL T ERM S OF Y OU R N OT ES
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 dated September 7, 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 will have the meanings given to them in the product prospectus supplement. In the event of any conflict, this
pricing supplement will control. The Notes vary from the terms described in the product prospectus supplement in several
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important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well 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 carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus supplement dated
September 7, 2018 and "Additional Risk Factors Specific to the Notes" in the product prospectus supplement dated September 7,
2018, 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 Securities and
Exchange Commission (the "SEC") website at www.sec.gov as follows (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 ERN-EI-1 dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038044/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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RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

H Y POT H ET I CAL RET U RN S
The examples set out below are included for illustration purposes only. The hypot he t ic a l Percentage Changes of the Reference
Asset used to illustrate the calculation of the Payment at Maturity (rounded to two decimal places) are not estimates or forecasts of
the Final Level or the level of the Reference Asset on any trading day prior to the Maturity Date. All examples are based on the
Barrier Percentage of 30% (the Barrier Level is 70% of the Initial Level), the Booster Percentage of 33% and the Booster Coupon
of 33% of the principal amount, and assume that a holder purchased Notes with an aggregate principal amount of $1,000 and that
no market disruption event occurs on the Valuation Date.
Example 1--
Calculation of the Payment at Maturity where the Percentage Change is positive, but less than the Booster
Percentage.

Percentage Change:
5%

Payment at Maturity:
$1,000 + ($1,000 x 33.00%) = $1,000 + $330.00 = $1,330.00

On a $1,000 investment, a 5% Percentage Change results in a Payment at Maturity of $1,330.00, a 33% return on
the Notes.
Example 2--
Calculation of the Payment at Maturity where the Percentage Change is positive and exceeds the Booster
Percentage.

Percentage Change:
50%

Payment at Maturity:
$1,000 + ($1,000 x 50%) = $1,000 + $500 = $1,500

On a $1,000 investment, a 50% Percentage Change results in a Payment at Maturity of $1,500, a 50% return on
the Notes.
Example 3--
Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Barrier
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Percentage).

Percentage Change:
-10%

Payment at Maturity:
At maturity, if the Percentage Change is negative BUT not by more than the Barrier
Percentage, then the Payment at Maturity will equal the principal amount.

On a $1,000 investment, a -10% Percentage Change results in a Payment at Maturity of $1,000, a 0% return on
the Notes.
Example 4--
Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Barrier
Percentage).

Percentage Change:
-45%

Payment at Maturity:
$1,000 + ($1,000 x -45%) = $1,000 - $450.00 = $550.00

On a $1,000 investment, a -45% Percentage Change results in a Payment at Maturity of $550, a -45% return on
the Notes.

P-5
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

SELECT ED RI SK CON SI DERAT I ON S
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference
Asset. These risks are explained in more detail in the section "Additional Risk Factors Specific to the Notes," beginning on page
PS-4 of the product prospectus supplement. In addition to the risks described in the prospectus supplement and the product
prospectus supplement, you should consider the following:
·
Princ ipa l a t Risk Investors in the Notes could lose all or a substantial portion of their principal amount if the level of
the Reference Asset declines by more the Barrier Percentage. You will lose 1% of the principal amount of your Notes for
each 1% that the Final Level is less than the Initial Level if the Final Level is less than the Barrier Level.
·
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Low e r t ha n t he Re t urn on a Conve nt iona l
De bt Se c urit y of Com pa ra ble M a t urit y There will be no periodic interest payments on the Notes as there would
be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on
the Notes, which could be negative, may be less than the return you could earn on other investments. Your return may be
less than the return you would earn if you bought a conventional senior interest bearing debt security of Royal Bank.
·
Pa ym e nt s on t he N ot e s Are Subje c t t o Our Cre dit Risk , a nd Cha nge s in Our Cre dit Ra t ings Are
Ex pe c t e d t o Affe c t t he M a rk e t V a lue of t he N ot e s The Notes are Royal Bank's senior unsecured debt
securities. As a result, your receipt of the amount due on the maturity date is dependent upon Royal Bank's ability to repay
its obligations at that time. This will be the case even if the level of the Reference Asset increases after the Trade Date.
No assurance can be given as to what our financial condition will be at the maturity of the Notes.
·
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s--Sa le s in t he Se c onda ry M a rk e t M a y Re sult
in Signific a nt Losse s There may be little or no secondary market for the Notes. The Notes will not be listed on any
securities exchange. RBCCM and other affiliates of Royal Bank may make a market for the Notes; however, they are not
required to do so. RBCCM or any other affiliate of Royal Bank may stop any market-making activities at any time. Even if a
secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We
expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked
prices for your Notes in any secondary market could be substantial.
·
Y ou Will N ot H a ve Any Right s t o t he Se c urit ie s I nc lude d in t he Re fe re nc e Asse t As a holder of the
Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of
securities included in the Reference Asset would have. The Final Level will not reflect any dividends paid on the securities
included in the Reference Asset, and accordingly, any positive return on the Notes may be less than the potential positive
return on those securities.
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·
T he I nit ia l Est im a t e d V a lue of t he N ot e s I s Le ss t ha n t he Pric e t o t he Public The initial estimated value
of the Notes that is set forth on the cover page of this pricing supplement does not represent a minimum price at which
we, RBCCM or any of our affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any
time. If you attempt to sell 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 Asset, 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 sell the
Notes in any secondary market and will 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 sell 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 will be less
than if the

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RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

internal funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your Notes to maturity.
·
T he I nit ia l Est im a t e d V a lue of t he N ot e s on t he Cove r Pa ge of t his Pric ing Supple m e nt I s a n Est im a t e
Only, Ca lc ula t e d a s of t he T im e t he T e rm s of t he N ot e s We re Se t 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 dividends, 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 Trade Date will 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 materially from the initial estimated value of your Notes.
·
I nc onsist e nt Re se a rc h Royal Bank or its affiliates may issue research reports on securities that are, or may become,
components of the Reference Asset. We may also publish research from time to time on financial markets and other
matters that may influence the levels of the Reference Asset or the value of the Notes, or express opinions or provide
recommendations that may be inconsistent with the purchasing or holding the Notes or with the investment view implicit in
the Notes or the Reference Asset. You should make your own independent investigation of the merits of investing in the
Notes and the Reference Asset.
·
M a rk e t Disrupt ion Eve nt s a nd Adjust m e nt s The payment at maturity and the Valuation Date are subject to
adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption
event as well as the consequences of that market disruption event, see "General Terms of the Notes--Market Disruption
Events" in the product prospectus supplement.

P-7
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index

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I N FORM AT I ON REGARDI N G T H E REFEREN CE ASSET
All disclosures contained in this document regarding the Reference Asset, including, without limitation, its make up, method of
calculation, and changes in its components, have been derived from publicly available sources. The information reflects the policies
of, and is subject to change by, S&P Dow Jones Indices LLC ("S&P"). S&P, which owns the copyright and all other rights to the
Reference Asset, has no obligation to continue to publish, and may discontinue publication of, the Reference Asset. The
consequences of S&P discontinuing publication of the Reference Asset are discussed in the section of the product prospectus
supplement entitled "General Terms of the Notes-- Unavailability of the Level of the Reference Asset." Neither we nor RBCCM
accepts any responsibility for the calculation, maintenance or publication of the Reference Asset or any successor index.
The Reference Asset is intended to provide an indication of the pattern of common stock price movement. The calculation of the
level of the Reference Asset 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.
S&P calculates the Reference Asset by reference to the prices of the constituent stocks of the Reference Asset 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 Reference Asset constituent stocks and received the dividends paid on those stocks.
Effective with the September 2015 rebalance, consolidated share class lines will no longer be included in the Reference Asset.
Each share class line will be subject to public float and liquidity criteria individually, but the company's total market capitalization
will be used to evaluate each share class line. This may result in one listed share class line of a company being included in the
Reference Asset while a second listed share class line of the same company is excluded.
Com put a t ion of t he Re fe re nc e Asse t
While S&P currently employs the following methodology to calculate the Reference Asset, no assurance can be given that S&P will
not modify or change this methodology in a manner that may affect the Payment at Maturity.
Historically, the market value of any component stock of the Reference Asset 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 Reference
Asset halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the Reference Asset to full
float adjustment on September 16, 2005. S&P's criteria for selecting stocks for the Reference Asset did not change with the shift to
float adjustment. However, the adjustment affects each company's weight in the Reference Asset.
Under float adjustment, the share counts used in calculating the Reference Asset 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 Reference Asset. 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, ESOPs, 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.
Treasury stock, stock options, 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. 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%

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RBC Capital Markets, LLC

Barrier Booster Notes
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Linked to the S&P 500® Index

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 Reference Asset. Constituents of the Reference Asset prior to July 31, 2017
with multiple share class lines will be grandfathered in and continue to be included in the Reference Asset. If a constituent
company of the Reference Asset reorganizes into a multiple share class line structure, that company will remain in the Reference
Asset at the discretion of the S&P Index Committee in order to minimize turnover
The Reference Asset is calculated using a base-weighted aggregate methodology. The level of the Reference Asset 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 use and track over time. The actual total market
value of the component stocks during the 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 Reference Asset 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 Reference Asset, it serves as a link to the original base period level of the Reference Asset.
The index divisor keeps the Reference Asset comparable over time and is the manipulation point for all adjustments to the
Reference Asset, 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
Reference Asset, and do not require index divisor adjustments.
To prevent the level of the Reference Asset from changing due to corporate actions, corporate actions which affect the total market
value of the Reference Asset require an index divisor adjustment. By adjusting the index divisor for the change in market value,
the level of the Reference Asset remains constant and does not reflect the corporate actions of individual companies in the
Reference Asset. Index divisor adjustments are made after the close of trading and after the calculation of the Reference Asset
closing level.
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.
Lic e nse Agre e m e nt
S&P® is a registered trademark of Standard & Poor's Financial Services LLC and Dow Jones® is a registered trademark of Dow
Jones Trademark Holdings LLC ("Dow Jones"). These trademarks have been licensed for use by S&P. "Standard & Poor's®", "S&P
500®" and "S&P®" are trademarks of Standard & Poor's Financial Services LLC. These trademarks have been sublicensed for
certain purposes by us. The Reference Asset is a product of S&P and/or its affiliates and has been licensed for use by us.
The Notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, 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 Reference Asset to track general market performance. S&P Dow
Jones Indices' only relationship to us with respect to the Reference Asset is the licensing of the Reference Asset and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors. The Reference Asset 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

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Barrier Booster Notes
Linked to the S&P 500® Index

determining, composing or calculating the Reference Asset. 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. 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 Reference Asset will accurately track index performance or provide positive investment returns. S&P Dow
Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an index is not
a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, 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 Reference
Asset. It is possible that this trading activity will affect the value of the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE REFERENCE ASSET 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, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE REFERENCE ASSET 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.

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Barrier Booster Notes
Linked to the S&P 500® Index

H ist oric a l I nform a t ion
The graph below sets forth the information relating to the historical performance of the Reference Asset. The information provided
in this graph is for the period of January 1, 2009 through December 26, 2019. We obtained the information in the graph from
Bloomberg Financial Markets.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical performance of the Reference Asset should not be taken as an indication of its future performance, and no assurance
can be given as to the Final Level of the Reference Asset. We cannot give you assurance that the performance of the Reference
Asset will result in any positive return on your initial investment.
S& P 5 0 0 ® I nde x ("SPX ")
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PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

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Barrier Booster Notes
Linked to the S&P 500® Index

SU PPLEM EN T AL DI SCU SSI ON OF U .S. FEDERAL I N COM E T AX
CON SEQU EN CES
The following disclosure supplements, and to the extent inconsistent supersedes, the discussion in the product prospectus
supplement dated September 7, 2018 under "Supplemental Discussion of U.S. Federal Income Tax Consequences."
Under Section 871(m) of the Code, a "dividend equivalent" payment is treated as a dividend from sources within the United States.
Such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury
Department regulations, payments (including deemed payments) with respect to equity-linked instruments ("ELIs") that are
"specified ELIs" may be treated as dividend equivalents if such specified ELIs reference an interest in an "underlying security,"
which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect
to such interest could give rise to a U.S. source dividend. However, the IRS has issued guidance that states that the U.S. Treasury
Department and the IRS intend to amend the effective dates of the U.S. Treasury Department regulations to provide that
withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued
before January 1, 2021. Based on our determination that the Notes are not delta-one instruments, non-U.S. holders should not be
subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be
treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Reference
Asset or the Notes (for example, upon the Reference Asset rebalancing), and following such occurrence the Notes could be treated
as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in
respect of the Reference Asset or the Notes should consult their tax advisors as to the application of the dividend equivalent
withholding tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject
to withholding, we (or the applicable withholding agent) would be entitled to withhold taxes without being required to pay any
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