Bond Bank of America 2.015% ( US06051GHY89 ) in USD

Bank of America

100 % ▲

United States

US06051GHY89 ( in USD )

2.015% per year ( payment 2 times a year)

12/02/2026

Prospectus brochure of the bond Bank of America US06051GHY89 en USD 2.015%, maturity 12/02/2026

2 000 USD

1 500 000 000 USD

06051GHY8

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

13/08/2025 ( In 116 days )

Bank of America is a multinational investment bank and financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individual and corporate clients globally.

The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GHY89, pays a coupon of 2.015% per year.
The coupons are paid 2 times per year and the Bond maturity is 12/02/2026

The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GHY89, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GHY89, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d852749d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-224523

Pricing Supplement No.133
(To Prospectus dated June 29, 2018 and
Prospectus Supplement
dated June 29, 2018)

February 10, 2020
$5,000,000,000
Medium-Term Notes, Series N
$1,500,000,000 2.015% Fixed/Floating Rate Senior Notes, due February 2026
$3,500,000,000 2.496% Fixed/Floating Rate Senior Notes, due February 2031
This pricing supplement describes two series of our senior notes that will be issued under our Medium-Term Note Program, Series N. We refer to our 2.015% Fixed/Floating Rate
Senior Notes, due February 2026 as the "6-year fixed/floating rate notes," and to our 2.496% Fixed/Floating Rate Senior Notes, due February 2031 as the "11-year fixed/floating rate
notes." We refer to the 6-year fixed/floating rate notes and the 11-year fixed/floating rate notes collectively as the "notes."
The 6-year fixed/floating rate notes mature on February 13, 2026. We will pay interest on the 6-year fixed/floating rate notes (a) from, and including, February 13, 2020 to, but
excluding, February 13, 2025, at a fixed rate of 2.015% per annum, payable semi-annually, and (b) from, and including, February 13, 2025 to, but excluding, the maturity date, at a
floating rate per annum initially equal to three-month U.S. dollar LIBOR plus a spread of 0.640%, payable quarterly.
The 11-year fixed/floating rate notes mature on February 13, 2031. We will pay interest on the 11-year fixed/floating rate notes (a) from, and including, February 13, 2020 to, but
excluding February 13, 2030, at a fixed rate of 2.496% per annum, payable semi-annually, and (b) from, and including, February 13, 2030 to, but excluding, the maturity date, at a
floating rate per annum initially equal to three-month U.S. dollar LIBOR plus a spread of 0.990%, payable quarterly.
The determination provisions for three-month U.S. dollar LIBOR are being modified. See page PS-12.
It is highly likely that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S. dollar LIBOR after 2021, prior to the
commencement of the 6-Year Floating Rate Period and the 11-Year Floating Rate Period (as each term is defined in this pricing supplement). If a Benchmark Transition Event and
related Benchmark Replacement Date so occur, then interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period will be determined not by
reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement (as defined in this pricing supplement). See "Specific Terms of the Notes--
Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark Transition Event and Related Benchmark Replacement
Date" and "Additional Risk Factors Relating to the Notes" in this pricing supplement for more information.
We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading "Specific Terms of the Notes--Optional
Redemption."
The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time. We do not intend to list the notes on any
securities exchange.
Investing in the notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of the attached prospectus
supplement, "Risk Factors" beginning on page 9 of the attached prospectus and "Additional Risk Factors Relating to the Notes" beginning on page PS-2 of
this pricing supplement.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed upon the
adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a criminal offense.

6-Year Fixed/Floating
11-Year Fixed/Floating

Rate Notes

Rate Notes

Per Note

Total

Per Note

Total

Public Offering Price

100.000%
$1,500,000,000
100.000%
$3,500,000,000
Selling Agents' Commission

0.350%
$
5,250,000

0.450%
$
15,750,000

Proceeds (before expenses)

99.650%
$1,494,750,000

99.550%
$3,484,250,000
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on February 13, 2020.

Sole Book-Runner
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424B5
BofA Securities
ABN AMRO

ANZ Securities

Banca IMI

Banco Sabadell
BANKIA

BBVA

BMO Capital Markets

BNY Mellon Capital Markets, LLC
Capital One Securities

CIBC Capital Markets

Commonwealth Bank of Australia
Credit Agricole CIB
Danske Markets

Huntington Capital Markets

ING

KeyBanc Capital Markets
Lloyds Securities

Mizuho Securities

MUFG

nabSecurities, LLC
Natixis

NatWest Markets

Nomura

Nordea
Nykredit

Regions Securities LLC

Santander

Scotiabank
SOCIETE GENERALE

SMBC Nikko

Standard Chartered Bank

SunTrust Robinson Humphrey
TD Securities

UniCredit Capital Markets

Westpac Capital Markets LLC
Great Pacific Securities

MFR Securities, Inc.

Multi-Bank Securities, Inc.

Stern
Table of Contents
ADDITIONAL RISK FACTORS RELATING TO THE NOTES
Your investment in the notes is subject to risks, including those discussed below and in the sections entitled "Risk Factors" beginning on page S-5 of
the attached prospectus supplement and on page 9 of the attached prospectus and in the documents incorporated by reference in the attached prospectus.
Capitalized or other defined terms used, but not defined, in this section of the pricing supplement have the respective meanings as are given to them in
other sections of this pricing supplement or in the attached prospectus supplement or attached prospectus, as applicable.
Risks Relating to LIBOR and a Benchmark Transition Event
The following discussion of risks should be read together with the benchmark transition provisions under "Specific Terms of the Notes--Interest on
the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark Transition Event and Related Benchmark
Replacement Date" below, which define and further describe a number of terms and concepts referred to below.
Interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period will be calculated using a different
reference rate if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR,
and the selection of a Benchmark Replacement could adversely affect the return on, value of or market for the notes.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or compel banks to submit
rates for the calculation of LIBOR to the administrator of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current
basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR
submissions to the administrator of LIBOR.
As a result, after 2021 and prior to the commencement of the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, it is highly likely
that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S. dollar LIBOR. In such case,
interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, will no longer be determined by reference
to three-month U.S. dollar LIBOR, but instead will be determined by reference to the applicable Benchmark Replacement that we or our designee (which
may be our affiliate), after consulting with us, determines in accordance with the benchmark transition provisions described below under "Specific Terms
of the Notes--Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark Transition Event
and Related Benchmark Replacement Date."
The selection of a Benchmark Replacement, and any decisions, determinations or elections made by us or our designee (which may be our affiliate),
after consulting with us, in connection with a Benchmark Replacement with respect to the notes in accordance with the benchmark transition provisions,
including with respect to Benchmark Replacement Conforming Changes, could adversely affect the rate of interest on the notes during the 6-Year Floating
Rate Period and the 11-Year Floating Rate Period, as applicable, which could adversely affect the return on, value of and market for the notes.
The Benchmark Replacement may not be a suitable replacement for three-month U.S. dollar LIBOR.
The terms of the notes provide for a "waterfall" of alternative rates to be used to determine the rate of interest on the notes during the 6-Year Floating
Rate Period and the 11-Year Floating Rate Period, as applicable, if a Benchmark Transition Event and related Benchmark Replacement Date occur with
respect to three-month U.S. dollar LIBOR and the Interpolated Benchmark cannot be determined. The first alternative rate in the waterfall is Term SOFR, a
forward-looking rate which will be based on SOFR. However, Term SOFR does not exist as of the date of this pricing supplement, and there is no
assurance that the development of Term SOFR will

PS-2
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Table of Contents
be completed or, if completed, will be recommended or selected by the Relevant Governmental Body prior to a Benchmark Transition Event and related
Benchmark Replacement Date with respect to three-month U.S. dollar LIBOR. Even if Term SOFR is developed, it is unclear whether it will be a suitable
replacement or successor for three-month U.S. dollar LIBOR. Assuming Term SOFR does not exist at the time of a Benchmark Transition Event and
related Benchmark Replacement Date, the second alternative rate in the waterfall is Compounded SOFR. Compounded SOFR is the compounded average
of daily SOFRs that we expect will be calculated in arrears, while three-month U.S. dollar LIBOR is a forward-looking rate. However, there currently is no
uniform market convention with respect to the calculation of Compounded SOFR. Uncertainty with respect to market conventions related to the calculation
of Term SOFR and Compounded SOFR and whether either alternative reference rate is a suitable replacement or successor for three-month U.S. dollar
LIBOR may adversely affect the return on, value of and market for the notes.
The additional alternative rates referenced in the definition of "Benchmark Replacement" set forth below under "Specific Terms of the Notes--
Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark Transition Event and Related
Benchmark Replacement Date" also are uncertain. In particular, the ISDA Fallback Rate, which is the rate referenced in the ISDA Definitions at the time of
a Benchmark Transition Event and related Benchmark Replacement Date, has not been established as of the date of this pricing supplement. Even after the
ISDA Fallback Rate is initially determined, the ISDA Definitions and the ISDA Fallback Rate may change over time. If each alternative rate referenced in
the definition of "Benchmark Replacement" is unavailable or indeterminable, we or our designee (which may be our affiliate), after consulting with us, will
determine the Benchmark Replacement that will apply to the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as
applicable. The substitution of a Benchmark Replacement for three-month U.S. dollar LIBOR may adversely affect the return on, value of and market for
the notes.
Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to those of three-month U.S. dollar LIBOR, or
that any Benchmark Replacement will produce the economic equivalent of three-month U.S. dollar LIBOR as a reference rate for interest on the notes
during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable. Although the benchmark transition provisions provide for a
Benchmark Replacement Adjustment to be added to the Unadjusted Benchmark Replacement in order to attempt to make the Unadjusted Benchmark
Replacement more comparable to three-month U.S. dollar LIBOR, such adjustment will not necessarily make the Unadjusted Benchmark Replacement
equivalent to three-month U.S. dollar LIBOR. In particular, the Benchmark Replacement Adjustment is expected to be a one-time adjustment, and such
adjustment above the applicable Unadjusted Benchmark Replacement is not expected to respond to changes in unsecured bank credit risk or other market
conditions on a periodic basis.
The rate of interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period may be determined by
reference to a Benchmark Replacement even if three-month U.S. dollar LIBOR continues to be published.
If a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR, the rate of interest
on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, will thereafter be determined by reference to the
applicable Benchmark Replacement. A Benchmark Transition Event includes, among other things, a public statement or publication of information by the
regulatory supervisor for the administrator of three-month U.S. dollar LIBOR announcing that three-month U.S. dollar LIBOR is no longer representative.
The rate of interest on the notes may therefore cease to be determined by reference to three-month U.S. dollar LIBOR, and instead be determined by
reference to a Benchmark Replacement, even if three-month U.S. dollar LIBOR continues to be published. Such replacement rate may be lower than three-
month U.S. dollar LIBOR for so long as three-month U.S. dollar LIBOR continues to be published, and the return on, value of and market for the notes
may be adversely affected.

PS-3
Table of Contents
We or our designee (after consulting with us) will make determinations with respect to the notes that could affect the return on, value of and
market for the notes.
We or our designee (which may be our affiliate), after consulting with us, will make certain determinations with respect to the notes as further
described in this pricing supplement that may adversely affect the value of and return on the notes. In particular, if a Benchmark Transition Event and
related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR, we or our designee (which may be our affiliate), after
consulting with us, will determine the Benchmark Replacement and the Benchmark Replacement Adjustment, and will make Benchmark Replacement
Conforming Changes with respect to, among other things, the determination of interest periods, the timing and frequency of determining the interest rate
and making interest payments and other administrative matters, in connection with the applicable Benchmark Replacement as described below under
"Specific Terms of the Notes--Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark
Transition Event and Related Benchmark Replacement Date."
Any determination, decision or election made by us or our designee, including pursuant to the benchmark transition provisions set forth in this
pricing supplement, will, if made by us, be made in our sole discretion and, if made by our designee, be made after consultation with us and, in each case,
will become effective without consent from the holders of the notes or any other party. We may designate an entity to make any determination, decision or
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424B5
election that we have the right to make in connection with the benchmark transition provisions set forth in this pricing supplement. Any designee that we
may appoint in connection with these determinations, decisions or elections may be our affiliate and/or a calculation agent.
Certain determinations, decisions and elections with respect to the Benchmark Replacement and any Benchmark Replacement Conforming Changes,
or the occurrence or non-occurrence of a Benchmark Transition Event, may require the exercise of discretion and the making of subjective judgments by us
or our designee. In making these potentially subjective determinations, decisions and elections, we or our designee may have economic interests that are
adverse to your interests, and such determinations, decisions and elections may adversely affect the return on, value of and market for the notes. When
performing such functions, potential conflicts of interest may exist between us or our designee and holders of the notes. Because it is highly likely that a
Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S. dollar LIBOR, we or our designee is
likely to exercise more discretion in respect of calculating interest payable on the notes during the 6-Year Floating Rate Period and the 11-Year Floating
Rate Period, as applicable, than would be the case in the absence of a Benchmark Transition Event and related Benchmark Replacement Date.
Interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period will be calculated using alternative
methods if three-month U.S. dollar LIBOR is not quoted on a particular day and a Benchmark Transition Event and related Benchmark
Replacement Date have not occurred.
If three-month U.S. dollar LIBOR is not quoted on the Reuters screen page as described in this pricing supplement on a relevant Interest
Determination Date (but a Benchmark Transition Event and related Benchmark Replacement Date have not occurred), three-month U.S. dollar LIBOR will
be determined using the applicable alternative method described below under the heading "Specific Terms of the Notes--Interest on the Notes during the 6-
Year Floating Rate Period and the 11-Year Floating Rate Period--Three-Month U.S. Dollar LIBOR." In such case, the final alternative method for
determining three-month U.S. dollar LIBOR is to use three-month U.S. dollar LIBOR as in effect for the then-current interest period or, in the case of the
first interest period during the 6-Year Floating Rate Period or the 11-Year Floating Rate Period, as applicable, for the notes, the most recent such rate that
could have been determined by reference to the Reuters screen page, as described in this pricing supplement.

PS-4
Table of Contents
We or our affiliates may publish research that could affect the market value of the notes.
We or one or more of our affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally, or
the U.S. dollar LIBOR transition or SOFR specifically. This research may be modified from time to time without notice and may express opinions or
provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.
Risks Relating to the Secured Overnight Financing Rate
The following discussion of risks should be read together with the benchmark transition provisions set forth under "Specific Terms of the Notes--
Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark Transition Event and Related
Benchmark Replacement Date" below, which define and further describe a number of terms and concepts referred to below. Under the benchmark
transition provisions, if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR
and the Interpolated Benchmark with respect to three-month U.S. dollar LIBOR cannot be determined, then the rate of interest on the notes during the 6-
Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, will be determined based on SOFR unless a Benchmark Transition Event
and related Benchmark Replacement Date also occur with respect to the Benchmark Replacements based on SOFR, in which case the rate of interest on
the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, will be based on the next-available Benchmark
Replacement. In the following discussion of risks relating to SOFR, references to the notes mean the notes at any time when the rate of interest on such
notes is or will be determined based on SOFR.
The composition and characteristics of SOFR are not the same as those of three-month U.S. dollar LIBOR, and SOFR is not expected to be
a comparable substitute, successor or replacement for three-month U.S. dollar LIBOR.
In June 2017, the Federal Reserve Bank of New York'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 three-month U.S. dollar LIBOR.
SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions and is not the economic equivalent of three-month
U.S. dollar LIBOR. While SOFR is a secured rate, three-month U.S. dollar LIBOR is an unsecured rate. And, while SOFR currently is an overnight rate
only, three-month U.S. dollar LIBOR is a forward-looking rate that represents interbank funding for three months.
As a result, there can be no assurance that SOFR will perform in the same way as three-month U.S. dollar LIBOR would have at any time, including,
without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic,
financial, political, regulatory, judicial or other events. For the same reasons, SOFR is not expected to be a comparable substitute, successor or replacement
for three-month U.S. dollar LIBOR.
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SOFR has a limited history, and the future performance of SOFR cannot be predicted based on historical performance.
The publication of SOFR began in April 2018, and, therefore, it has a limited history. In addition, the future performance of SOFR cannot be
predicted based on the limited historical performance. Future levels of SOFR may bear little or no relation to the historical actual or historical indicative
SOFR data. Prior observed patterns, if

PS-5
Table of Contents
any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical
data has been released by the Federal Reserve Bank of New York (the "FRBNY"), production of such historical indicative SOFR data inherently involves
assumptions, estimates and approximations. No future performance of SOFR may be inferred from any of the historical actual or historical indicative
SOFR data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or
market rates, such as three-month U.S. dollar LIBOR. In addition, although changes in Term SOFR and Compounded SOFR generally are not expected to
be as volatile as changes in daily levels of SOFR, the return on, value of and market for the notes during the 6-Year Floating Rate Period and the 11-Year
Floating Rate Period, as applicable, may fluctuate more than floating rate debt securities with interest rates based on less volatile rates.
Any failure of SOFR to gain market acceptance could adversely affect the notes.
According to the ARRC, 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 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,
replacement or successor for all of the purposes for which U.S. dollar 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 and value of the notes and the price at which investors can sell the notes in the secondary market.
The secondary trading market for floating rate securities with rates based on SOFR may be limited.
If SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the notes, the trading price of the notes may
be lower than those of debt securities with interest rates that are based on rates that are more widely used. Similarly, market terms for debt securities with
rates that are based on SOFR, including, but not limited to, the spread over the reference rate reflected in the interest rate provisions or manner of
compounding the reference rate (if applicable), may evolve over time, and as a result, trading prices of the notes may be lower than those of later-issued
debt securities that are based on SOFR. Investors in the notes may not be able to sell the notes at all or may not be able to sell the notes at prices that will
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.
SOFR may be modified or discontinued, and the selection of a Benchmark Replacement could adversely affect the return on, value of or
market for the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period.
SOFR is a relatively new rate, and the FRBNY (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. If the manner in which SOFR is calculated is changed, that change may result in a reduction
of the amount of interest payable on the notes, which may adversely affect the trading prices of the notes. The administrator of SOFR may withdraw,
modify, amend, suspend or discontinue the calculation or dissemination of SOFR in its sole discretion and without notice and has no obligation to consider
the interests of

PS-6
Table of Contents
holders of the notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR. For purposes of the formula used to calculate
the rate of interest during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, SOFR in respect of a particular date will not
be adjusted for any modifications or amendments to SOFR data that the administrator of SOFR may publish after the rate of interest for that day has been
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determined in accordance with the terms and provisions set forth in this prospectus supplement and any Benchmark Replacement Conforming Changes.
At any time when the Benchmark with respect to the notes during the 6-Year Floating Rate Period or the 11-Year Floating Rate Period, as applicable,
is Term SOFR or Compounded SOFR, if we or our designee (which may be our affiliate), after consulting with us, determines that a Benchmark Transition
Event and related Benchmark Replacement Date have occurred with respect to Term SOFR or Compounded SOFR, as applicable, the applicable
Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the notes. 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 or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) the
International Swaps and Derivatives Association, Inc. or any successor thereto ("ISDA") or (iii) in certain circumstances, us or our designee (which may be
our affiliate), after consulting with us.
In addition, the terms of the notes expressly authorize us, or our designee (which may be our affiliate), after consulting with us, in connection with a
Benchmark Replacement to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest periods
and the timing and frequency of determining the rate of interest and making interest payments and other administrative matters. The application of a
Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result
in adverse consequences to the amount of interest payable on the notes, which could adversely affect the return on, value of and market for the notes.
Further, (i) the composition and characteristics of any Benchmark Replacement in respect of Term SOFR or Compounded SOFR, as applicable, will
not be the same as those of the Term SOFR or Compounded SOFR, as applicable, the Benchmark Replacement will not be the economic equivalent of
Term SOFR or Compounded SOFR, as applicable, there can be no assurance that the Benchmark Replacement will perform in the same way as Term
SOFR or Compounded SOFR, as applicable, would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable
substitute for Term SOFR or Compounded SOFR, as applicable (each of which means that a Benchmark Transition Event could adversely affect the return
on, value of and market for 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 may not be able to be predicted based
on historical performance, (iv) the secondary trading market for debt securities 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 would not have any obligation to consider the interests of holders of the notes in doing so.

PS-7
Table of Contents
SPECIFIC TERMS OF THE NOTES
The following descriptions of certain specific terms of the notes supplement, and should be read together with, the description of our Medium-Term
Notes, Series N included in the attached prospectus supplement dated June 29, 2018, and the general description of our debt securities included in
"Description of Debt Securities" in the attached prospectus also dated June 29, 2018. If there is any inconsistency or conflict between the information in
this pricing supplement and in the attached prospectus supplement or the attached prospectus, the information in this pricing supplement will govern and
control. Capitalized or other defined terms used, but not defined, in this pricing supplement have the same meanings as are given to them in the attached
prospectus supplement or in the attached prospectus, as applicable.
It is highly likely that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S. dollar
LIBOR after 2021, prior to commencement of the 6-Year Floating Rate Period and the 11-Year Floating Rate Period. If a Benchmark Transition Event and
related Benchmark Replacement Date so occur, then interest on the notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period, as
applicable, will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement, and, in
connection with the implementation of the applicable Benchmark Replacement, we or our designee (which may be our affiliate), after consulting with us,
will have the right from time to time to make Benchmark Replacement Conforming Changes as set forth in this pricing supplement under the heading
"Specific Terms of the Notes--Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period--Effect of a Benchmark
Transition Event and Related Benchmark Replacement Date."
Terms of the 6-Year Fixed/Floating Rate Notes

· ?Title of the Series:
2.015% Fixed/Floating Rate Senior Notes, due February 2026
· ?Aggregate Principal Amount Initially Being Issued:
$1,500,000,000
· ?Issue Date:
February 13, 2020
· ?CUSIP No.:
06051GHY8
· ?ISIN:
US06051GHY89
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· ?Maturity Date:
February 13, 2026
· ?Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· ?Ranking:
Senior
· ?Fixed Rate Coupon:
2.015% payable semi-annually in arrears from, and including, the Issue
Date to, but excluding, February 13, 2025 (the "6-Year Fixed Rate
Period").
· ?Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, February 13, 2025 to, but excluding, the Maturity Date (the
"6-Year Floating Rate Period").
· ?Base Rate:
LIBOR
· ?Index Maturity:
Three months

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· ?Index Currency:
U.S. dollars
· ?Designated LIBOR Page:
Reuters Page LIBOR01
· ?Spread:
64 basis points
· ?Interest Payment Dates and Interest Reset Dates during the 6-Year
During the 6-Year Fixed Rate Period, February 13 and August 13 of
Floating Rate Period:
each year, beginning August 13, 2020 and ending February 13, 2025,
subject to the following unadjusted business day convention. During the
6-Year Floating Rate Period, each of May 13, 2025, August 13, 2025,
November 13, 2025 and February 13, 2026, subject to adjustment in
accordance with the modified following business day convention
(adjusted). Each Interest Payment Date during the 6-Year Floating Rate
Period also will be an Interest Reset Date.
· ?Interest Determination Dates during the 6-Year Floating Rate Period: Second London banking day prior to the applicable Interest Reset Date.
· ?Day Count Convention:
30/360 during the 6-Year Fixed Rate Period; Actual/360 during the 6-
Year Floating Rate Period
· ?Optional Redemption:
We will have the option to redeem the 6-year fixed/floating rate notes,
in whole at any time or in part from time to time, on or after August 13,
2020 (or, if additional 6-year fixed/floating rate notes are issued after
February 13, 2020, beginning six months after the issue date of such
additional 6-year fixed/floating rate notes), and prior to February 13,
2025, at the applicable "make-whole" redemption price for the 6-year
fixed/floating rate notes described below under the heading "--Optional
Redemption." We also will have the option to redeem the 6-year
fixed/floating rate notes: (a) in whole, but not in part, on February 13,
2025, or (b) in whole at any time or in part from time to time, on or after
January 13, 2026 and prior to the Maturity Date, in each case at 100% of
the principal amount of the notes being redeemed. If we redeem any 6-
year fixed/floating rate notes, we also will pay accrued and unpaid
interest, if any, thereon, to, but excluding, the redemption date.
Terms of the 11-Year Fixed/Floating Rate Notes

· ?Title of the Series:
2.496% Fixed/Floating Rate Senior Notes, due February 2031
· ?Aggregate Principal Amount Initially Being Issued:
$3,500,000,000
· ?Issue Date:
February 13, 2020

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· ?CUSIP No.:
06051GHZ5
· ?ISIN:
US06051GHZ54
· ?Maturity Date:
February 13, 2031
· ?Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· ?Ranking:
Senior
· ?Fixed Rate Coupon:
2.496% payable semi-annually in arrears from, and including, the Issue
Date to, but excluding, February 13, 2030 (the "11-Year Fixed Rate
Period").
· ?Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, February 13, 2030 to, but excluding, the Maturity Date (the
"11-Year Floating Rate Period").
· ?Base Rate:
LIBOR
· ?Index Maturity:
Three months
· ?Index Currency:
U.S. dollars
· ?Designated LIBOR Page:
Reuters Page LIBOR01
· ?Spread:
99 basis points
· ?Interest Payment Dates and Interest Reset Dates during the 11-Year
During the 11-Year Fixed Rate Period, February 13 and August 13 of each
Floating Rate Period:
year, beginning August 13, 2020 and ending February 13, 2030, subject to
the following unadjusted business day convention. During the 11-Year
Floating Rate Period, each of May 13, 2030, August 13, 2030,
November 13, 2030 and February 13, 2031, subject to adjustment in
accordance with the modified following business day convention
(adjusted). Each Interest Payment Date during the 11-Year Floating Rate
Period also will be an Interest Reset Date.
· ?Interest Determination Dates during the 11-Year Floating Rate
Second London banking day prior to the applicable Interest Reset Date.
Period:

· ?Day Count Convention:
30/360 during the 11-Year Fixed Rate Period; Actual/360 during the 11-
Year Floating Rate Period
· ?Optional Redemption:
We will have the option to redeem the 11-year fixed/floating rate notes, in
whole at any time or in part from time to time, on or after August 13,
2020 (or, if additional 11-year fixed/floating rate notes are issued after
February 13, 2020, beginning six months after the issue date of such
additional 11-year fixed/floating rate notes), and prior to February 13,
2030, at the applicable "make-whole" redemption price for the 11-year
fixed/floating rate notes

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described below under the heading "--Optional Redemption." We also
will have the option to redeem the 11-year fixed/floating rate notes: (a) in
whole, but not in part, on February 13, 2030, or (b) in whole at any time
or in part from time to time, on or after January 13, 2031 and prior to the
Maturity Date, in each case at 100% of the principal amount of the notes
being redeemed. If we redeem any 11-year fixed/floating rate notes, we
also will pay accrued and unpaid interest, if any, thereon, to, but
excluding, the redemption date.
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Terms Applicable to Each Series of the Notes and Other Information

· ?Record Dates for Interest Payments:
For book-entry only notes, one business day prior to the applicable
Interest Payment Date. If the notes are not held in book-entry only form,
the record dates will be the fifteenth calendar day preceding the
applicable Interest Payment Date as originally scheduled to occur.
· ?Repayment at Option of Holder:
None
· ?Listing:
None
· ?Calculation Agent:
For purposes of calculating the rate of interest on the notes during the 6-
Year Floating Rate Period and the 11-Year Floating Rate Period, we
have entered into an agreement with The Bank of New York Mellon
Trust Company, N.A. to act as calculation agent. We may remove the
calculation agent at any time, and we may appoint a replacement
calculation agent, which may be an affiliate of ours, without your
consent and without notifying you of the change.
· ?Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of each series of the notes initially being
issued without notice to the holders of existing notes of the relevant
series by selling additional notes of that series having the same terms,
provided that such additional notes of such series shall be fungible for
U.S. federal income tax purposes. However, any new notes of this kind
may have a different offering price and may begin to bear interest on a
different date.

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Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate Period
Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date with respect to three-month U.S. dollar LIBOR,
the 6-year fixed/floating rate notes during the 6-Year Floating Rate Period and the 11-year fixed/floating rate notes during the 11-Year Floating Rate
Period will bear interest at a rate determined by reference to three-month U.S. dollar LIBOR as described below under the heading "--Three-Month
U.S. Dollar LIBOR." With respect to such interest rate determination, such description will supersede and replace the description in the attached
prospectus under the heading "Description of Debt Securities--Floating-Rate Notes--LIBOR Notes." Except as so superseded and replaced, the terms
and provisions of the notes described in the attached prospectus under the heading "Description of Debt Securities--Floating-Rate Notes" will be
applicable in connection with such interest rate determination. Following the occurrence of a Benchmark Transition Event and related Benchmark
Replacement Date, in connection with the implementation of the applicable Benchmark Replacement, we or our designee (which may be our affiliate),
after consulting with us, will have the right from time to time to make Benchmark Replacement Conforming Changes as set forth in this pricing
supplement under the heading "Specific Terms of the Notes--Interest on the Notes during the 6-Year Floating Rate Period and the 11-Year Floating Rate
Period--Effect of a Benchmark Transition Event and Related Benchmark Replacement Date," which Benchmark Replacement and Benchmark
Replacement Conforming Changes will further supersede and replace certain terms and provisions of the notes described in the attached prospectus under
the heading "Description of Debt Securities--Floating-Rate Notes."
Three-Month U.S. Dollar LIBOR
For any Interest Determination Date, the term "three-month U.S. dollar LIBOR" means the London interbank offered rate for deposits in U.S. dollars
for a three month period commencing on the first date of the applicable interest period, as that rate appears on Reuters screen page "LIBOR01" at
approximately 11:00 a.m., London time, on the relevant Interest Determination Date. If no such offered rate appears on Reuters screen page "LIBOR01" on
the relevant Interest Determination Date at approximately 11:00 a.m., London time, then we will select and identify to the calculation agent four major
banks in the London interbank market, and the calculation agent will request each such bank to provide a quotation of the rate at which three-month
deposits in U.S. dollars in amounts of at least $1,000,000 commencing on the first day of the interest period relating to such Interest Determination Date
are offered by it to prime banks in the London interbank market, at approximately 11:00 a.m. London time, on that Interest Determination Date. If at least
two quotations are provided, the calculation agent will determine three-month U.S. dollar LIBOR as the arithmetic average (rounded upward if necessary to
the nearest .00001%) of the quotations provided. If fewer than two quotations are provided, we will select and identify to the calculation agent three major
banks in New York City, and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00
a.m., New York City time, on the Interest Determination Date for loans in U.S. dollars to leading European banks for a three-month period for the
applicable interest period in an amount of at least $1,000,000 commencing on the first day of the interest period relating to such Interest Determination
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Date. If three quotations are provided, the calculation agent will determine three-month U.S. dollar LIBOR as the arithmetic average of the quotations
provided. Otherwise, three-month U.S. dollar LIBOR for the applicable interest period will be equal to three-month U.S. dollar LIBOR in effect for the
then-current interest period or, in the case of the first interest period during the 6-Year Floating Rate Period or the 11-Year Floating Rate Period, the most
recent rate that could have been determined in accordance with the first sentence of this paragraph had the interest rate been a floating rate during the 6-
Year Fixed Rate Period or the 11-Year Fixed Rate Period, as applicable.
Notwithstanding the foregoing paragraph, if we or our designee (which may be our affiliate), after consulting with us, determines on or prior to the
relevant Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date (each as defined below) have occurred
with respect to three-month U.S. dollar LIBOR, then the provisions set forth below under the heading "--Effect of a

PS-12
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Benchmark Transition Event and Related Benchmark Replacement Date," which we refer to as the "benchmark transition provisions," will thereafter apply
to all determinations of the rate of interest payable on the notes during the 6-Year Floating Rate Period or the 11-Year Floating Rate Period, as applicable.
In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the
amount of interest that will be payable for each interest period on the 6-year fixed/floating rate notes during the 6-Year Floating Rate Period will be
determined by reference to a rate per annum equal to the Benchmark Replacement (as defined below) plus the spread of 64 basis points, and the amount of
interest that will be payable for each interest period on the 11-year fixed/floating rate notes during the 11-Year Floating Rate Period will be determined by
reference to a rate per annum equal to the Benchmark Replacement plus a spread of 99 basis points.
Effect of a Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If we or our designee (which may be our affiliate), after consulting with us, determines on or prior to the relevant
Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark
for the notes, the applicable Benchmark Replacement will replace the then-current Benchmark for the notes for all purposes relating to the notes during the
6-Year Floating Rate Period and the 11-Year Floating Rate Period, as applicable, in respect of all determinations on such date and for all determinations on
all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, we or our designee (which
may be our affiliate), after consulting with us, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by us or our designee (which may be one of our affiliates)
pursuant to the benchmark transition provisions set forth herein, and any decision to take or refrain from taking any action or any selection:

·
will be conclusive and binding absent manifest error;

·
if made by us, will be made in our sole discretion;

·
if made by our designee, will be made after consultation with us, and our designee will not make any such determination, decision or election

to which we object; and

·
notwithstanding anything to the contrary in the 2018 Senior Indenture or the notes, shall become effective without consent from the holders of

the notes or any other party.
The calculation agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition provisions.
We may designate an entity (which entity may be a calculation agent and/or 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.
Certain Defined Terms. As used in this pricing supplement with respect to any Benchmark Transition Event and implementation of the applicable
Benchmark Replacement and Benchmark Replacement Conforming Changes:
"Benchmark" means, initially, three-month U.S. dollar LIBOR; provided that if a Benchmark Transition Event and related Benchmark Replacement
Date have occurred with respect to three-month U.S. dollar LIBOR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark
Replacement.
"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark (if applicable), plus the Benchmark
Replacement Adjustment for such Benchmark (if applicable); provided that if the calculation agent (after consulting with us) cannot determine the
Interpolated Benchmark as of the

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Document Outline

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