Bond Bank of America 4.083% ( US06051GJA85 ) in USD

Bank of America

100 % ▲

United States

US06051GJA85 ( in USD )

4.083% per year ( payment 2 times a year)

19/03/2051

Prospectus brochure of the bond Bank of America US06051GJA85 en USD 4.083%, maturity 19/03/2051

2 000 USD

5 500 000 000 USD

06051GJA8

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

20/09/2025 ( In 154 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 US06051GJA85, pays a coupon of 4.083% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/03/2051

The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GJA85, 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 US06051GJA85, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d869560d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-224523

Pricing Supplement No. 148
(To Prospectus dated June 29, 2018 and
Prospectus Supplement
dated June 29, 2018)

March 25, 2020
Medium-Term Notes, Series N
$2,500,000,000 Reopening of 4.083% Fixed/Floating Rate Senior Notes, due March 2051
This pricing supplement describes a series of our senior notes that will be issued in a reopening under our Medium-Term Note Program, Series N. The notes to be
issued in the reopening (the "notes") have the same terms as, and constitute a single series with, the $3,000,000,000 in principal amount of our 4.083% Fixed/Floating
Rate Senior Notes, due March 2051 issued on March 20, 2020 (the "original notes"). The notes will have the same CUSIP number as the original notes and will trade
interchangeably with the original notes immediately upon settlement. As a result, the outstanding aggregate principal amount of our 4.083% Fixed/Floating Rate Senior
Notes, due March 2051 as of the expected issue date of the notes will be $5,500,000,000.
The notes mature on March 20, 2051. We will pay interest on the notes (a) from, and including, March 20, 2020 (the issue date of the original notes) to, but excluding,
March 20, 2050, at a fixed rate of 4.083% per annum, payable semi-annually, and (b) from, and including, March 20, 2050 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 3.150%, payable quarterly.
The determination provisions for three-month U.S. dollar LIBOR are being modified. See page PS-10.
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 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 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 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.

Per Note

Total

Public Offering Price(1)

105.259%
$2,631,475,000
Selling Agent's Commission

0.875%
$
21,875,000

Proceeds (before expenses)(1)

104.384%
$2,609,600,000

(1)
Does not include accrued interest that purchasers of the notes will pay in the aggregate amount of $1,984,791.67 for the period from, and including,
March 20, 2020 (the issue date of the original notes) to, but excluding, March 27, 2020, the expected issue date of the notes. If delivery occurs after
March 27, 2020, the purchasers will pay additional accrued interest from March 27, 2020 to, but excluding, the issue date of the notes.
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on March 27, 2020.

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Sole Book-Runner
BofA Securities
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 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 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 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 Floating Rate Period
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 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 Floating Rate
Period, 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 Floating Rate
Period 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 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

PS-2
Table of Contents
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.
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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 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 Floating Rate Period. 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 Floating Rate Period. 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 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 Floating Rate Period 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.
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

PS-3
Table of Contents
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 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
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 Floating Rate Period than would be the case in the
absence of a Benchmark Transition Event and related Benchmark Replacement Date.
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Interest on the notes during the 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
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 Floating Rate Period
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.
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 Floating Rate Period--Effect of a

PS-4
Table of Contents
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 Floating Rate Period 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 Floating Rate Period 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.
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 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
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be as volatile as changes in daily levels of SOFR, the return on, value of and market for the notes during the Floating Rate Period may fluctuate more than
floating rate debt securities with interest rates based on less volatile rates.

PS-5
Table of Contents
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 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 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 Floating Rate Period, 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 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 Floating Rate Period 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.

PS-6
Table of Contents
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
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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 Floating Rate Period. If a Benchmark Transition Event and related Benchmark Replacement Date so
occur, then interest on the notes during the Floating Rate Period 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 Floating Rate Period--Effect of a Benchmark
Transition Event and Related Benchmark Replacement Date."

· ?Title of the Series:
4.083% Fixed/Floating Rate Senior Notes, due March 2051
· ?Aggregate Principal Amount to be Issued in Reopening on March 27,
$2,500,000,000. The notes to be issued in the reopening have the same
2020:
terms as, and constitute a single series with, the $3,000,000,000 in
principal amount of our 4.083% Fixed/Floating Rate Senior Notes, due
March 2051 issued on March 20, 2020 (the "original notes"). The notes
will have the same CUSIP number as the original notes and will trade
interchangeably with the original notes immediately upon settlement.
· ?Total Aggregate Principal Amount, After Giving Effect to the
$5,500,000,000
Reopening:

· ?Reopening Issue Date:
March 27, 2020
· ?CUSIP No.:
06051GJA8
· ?ISIN:
US06051GJA85
· ?Maturity Date:
March 20, 2051
· ?Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· ?Ranking:
Senior
· ?Fixed Rate Coupon:
4.083% payable semi-annually in arrears from, and including, March 20,
2020 (the issue date of the original notes) to, but excluding, March 20,
2050 (the "Fixed Rate Period").
· ?Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, March 20, 2050 to, but excluding, the Maturity Date (the
"Floating Rate Period").
· ?Base Rate:
LIBOR
· ?Index Maturity:
Three months

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PS-8
Table of Contents
· ?Index Currency:
U.S. dollars
· ?Designated LIBOR Page:
Reuters Page LIBOR01
· ?Spread:
315 basis points
· ?Interest Payment Dates and Interest Reset Dates during the Floating
During the Fixed Rate Period, March 20 and September 20 of each year,
Rate Period:
beginning September 20, 2020 and ending March 20, 2050, subject to
the following unadjusted business day convention. During the Floating
Rate Period, each of June 20, 2050, September 20, 2050, December 20,
2050 and March 20, 2051, subject to adjustment in accordance with the
modified following business day convention (adjusted). Each Interest
Payment Date during the Floating Rate Period also will be an Interest
Reset Date.
· ?Interest Determination Dates during the Floating Rate Period:
Second London banking day prior to the applicable Interest Reset Date.
· ?Day Count Convention:
30/360 during the Fixed Rate Period; Actual/360 during the Floating
Rate Period
· ?Optional Redemption:
We will have the option to redeem the notes, in whole at any time or in
part from time to time, on or after September 27, 2020 (or, if additional
notes are issued after March 27, 2020, beginning six months after the
issue date of such additional notes), and prior to March 20, 2050, at the
applicable "make-whole" redemption price for the notes described below
under the heading "--Optional Redemption." We also will have the
option to redeem the notes: (a) in whole, but not in part, on March 20,
2050, or (b) in whole at any time or in part from time to time, on or after
February 17, 2051 and prior to the Maturity Date, in each case at 100%
of the principal amount of the notes being redeemed. If we redeem any
notes, we also will pay accrued and unpaid interest, if any, thereon, to,
but excluding, the redemption date.
· ?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 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,

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without your consent and without notifying you of the change.
· ?Further Issuances:
We have the ability to again "reopen," or increase after the Reopening
Issue Date, the aggregate principal amount of the notes initially being
issued without notice to the holders of existing notes by selling
additional notes having the same terms, provided that such additional
notes shall be fungible for U.S. federal income tax purposes. However,
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any new notes of this kind may have a different offering price and may
begin to bear interest on a different date.
Interest on the Notes during the 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 notes during the 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 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
Date. If three quotations are provided, the calculation agent will

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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 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 Fixed Rate Period.
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 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 Floating Rate Period. 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 notes during the
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 315
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
Floating Rate Period 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.
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424B5
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.

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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 Benchmark Replacement Date, then "Benchmark Replacement" means the first alternative set forth in the order below
that can be determined by us or our designee (which may be our affiliate), after consulting 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;

(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 (if any) and (b) the Benchmark Replacement Adjustment;

(4)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5)
the sum of: (a) the alternate rate of interest that has been selected by us or our designee (which may be our affiliate), after consulting 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. dollar-denominated floating rate notes 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 our designee (which
may be our affiliate), after consulting with us, as of the Benchmark Replacement Date:

(1)
the spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body or determined by us or our designee (which may be our affiliate), after consulting with us, in accordance with the

method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in
each case for the applicable Unadjusted Benchmark Replacement;

(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee (which may be our
affiliate), after consulting 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. dollar-denominated floating rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, changes to (1) any Interest Determination
Date, Interest Payment Date, Interest Reset Date, business day convention or interest period, (2) the manner, timing and frequency of determining rates and
amounts of interest that are payable on the notes during the Floating Rate Period and the conventions relating to such determination and calculations with
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424B5
respect to interest, (3) the timing and frequency of making interest payments, (4) rounding conventions, (5) tenors and (6) any other terms or provisions of
the notes during the Floating Rate Period, in each

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case that we or our designee (which may be our affiliate), after consulting with us, determines, from time to time, to be appropriate to reflect the
determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we, the calculation
agent or our designee (which may be our affiliate), after consulting with us, decides that implementation of any portion of such market practice is not
administratively feasible or if we or our designee (which may be our affiliate), after consulting with us, determines that no market practice for use of the
Benchmark Replacement exists, in such other manner as we or our designee (which may be our affiliate), after consulting with us, determines is
appropriate).
"Benchmark Replacement Date" means the earliest to occur of the following 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 will be deemed to have occurred prior to the Reference Time for such
determination.
"Benchmark Transition Event" means the occurrence of one or more of the following 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 will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will 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 will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will 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 being established by us or our designee (which may be our affiliate), after consulting 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 our designee (which may be our affiliate), after consulting 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 our designee (which may be our affiliate), after consulting with us, giving due consideration to any industry-accepted
market practice for U.S. dollar-denominated floating rate notes at such time.

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"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 FRBNY at http://www.newyorkfed.org, or any successor source. The
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Document Outline

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