Obligation Bank of America 2.6% ( US06048WD563 ) en USD

Bank of America

100.235 % ▲

Etas-Unis

US06048WD563 ( en USD )

2.6% par an ( paiement semestriel )

23/09/2024 - Obligation échue

Prospectus brochure de l'obligation Bank of America US06048WD563 en USD 2.6%, échue

1 000 USD

20 000 000 USD

06048WD56

N/A

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US06048WD563, paye un coupon de 2.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/09/2024

9/24/2019
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424B2 1 e6691_424b2.htm PRICING SUPPLEMENT

Pricing Supplement
Filed Pursuant to rule 424(b)(2)
(To Prospectus dated June 29, 2018
Registration Statement No. 333-224523
and Series N Prospectus Supplement dated June 29, 2018)

September 20, 2019

$20,000,000
Step Up Callable Notes, due September 24, 2024
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and the
return of the principal amount on the notes are subject to our credit risk.
·
The notes priced on September 20, 2019. The notes will mature on September 24, 2024. At maturity, if the notes have
not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes,
plus any accrued and unpaid interest.
·
Interest will be paid on March 24 and September 24 of each year, commencing on March 24, 2020, with the final
interest payment date occurring on the maturity date.
·
The notes will accrue interest at the following rates per annum during the indicated periods of their term:
o
September 24, 2019 to but excluding September 24, 2021: 2.50%;
o
September 24, 2021 to but excluding September 24, 2023: 2.60%; and
o
September 24, 2023 to but excluding September 24, 2024: 2.70%.
·
We have the right to redeem all, but not less than all, of the notes on September 24, 2021, and on each subsequent
interest payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the
notes, plus any accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WD56.
Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-4 of this pricing
supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note

Total
Public Offering Price(1)
100.00%

$20,000,000.00
Underwriting Discount(1)
0.30%

$ 60,000.00
Proceeds (before expenses) to BAC
99.70%

$19,940,000.00
(1)
Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling
concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as
$997.00 (99.70%) per $1,000 in principal amount of the notes. See "Supplemental Plan of Distribution--Conflicts of Interest"
in this pricing supplement.
The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed
by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, and involve investment risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has
approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the
accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on September 24, 2019
against payment in immediately available funds.
Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018
BofA Merrill Lynch

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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated June 29,
2018, as supplemented by the Series N prospectus supplement, dated June 29, 2018 (as so supplemented,
together with all documents incorporated by reference, the "prospectus"), and should be read with the
prospectus.
· Title of the Series:
Step Up Callable Notes, due September 24, 2024
· Aggregate Principal Amount
$20,000,000
Initially Being Issued:
· Issue Date:
September 24, 2019
· CUSIP No.:
06048WD56
· Maturity Date:
September 24, 2024
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Semi-annually. Each interest period (other than the first interest
period, which will begin on the issue date) will begin on, and will
include, an interest payment date, and will extend to, but will
exclude, the next succeeding interest payment date (or the maturity
date, as applicable).
· Interest Payment Dates:
March 24 and September 24 of each year, beginning on March 24,
2020, with the final interest payment date occurring on the maturity
date.
· Interest Rates:
The notes will accrue interest during the following periods at the
following rates per annum:

Dates:
Annual Rate:

September 24, 2019 to but
2.50%
excluding September 24, 2021

September 24, 2021 to but
2.60%
excluding September 24, 2023

September 24, 2023 to but
2.70%
excluding September 24, 2024
PS-2
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· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes on
September 24, 2021, and on each subsequent interest payment date
(other than the maturity date). The redemption price will be 100% of
the principal amount of the notes, plus any accrued and unpaid
interest. In order to call the notes, we will give notice at least five
business days but not more than 60 calendar days before the
specified early redemption date.
· Business Days:
If any interest payment date, any early redemption date, or the
maturity date occurs on a day that is not a business day in New
York, New York, then the payment will be postponed until the next
business day in New York, New York. No additional interest will
accrue on the notes as a result of such postponement, and no
adjustment will be made to the length of the relevant interest period.
· Repayment at Option of
None
Holder:
· Record Dates for Interest
For book-entry only notes, one business day in New York, New York
Payments:
prior to the payment date. If notes are not held in book-entry only
form, the record dates will be the fifteenth calendar day preceding
such interest payment date, whether or not such record date is a
business day.
· Events of Default and Rights
If an event of default (as defined in the Senior Indenture) occurs and
of Acceleration:
is continuing, holders of the notes may accelerate the maturity of the
notes, as described under "Description of Debt Securities--Events of
Default and Rights of Acceleration" in the prospectus. Upon an event
of default, you will be entitled to receive only your principal amount,
and accrued and unpaid interest, if any, through the acceleration
date. In case of an event of default, the notes will not bear a default
interest rate. If a bankruptcy proceeding is commenced in respect of
us, your claim may be limited, under the U.S. Bankruptcy Code, to
the original public offering price of the notes.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Listing:
None
Certain capitalized terms used and not defined in this document have the meanings ascribed to
them in the prospectus supplement and prospectus. Unless otherwise indicated or unless the context
requires otherwise, all references in this pricing supplement to "we," "us," "our," or similar references are
to BAC.

As a result of the completion of the reorganization of Bank of America's U.S. broker-dealer
business, references to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") in the
accompanying prospectus supplement and prospectus, as such references relate to MLPF&S's
institutional services, should now be read as references to BofA Securities, Inc. ("BofAS").

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RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional
security. Your decision to purchase the notes should be made only after carefully considering the risks of an
investment in the notes, including those discussed below, with your advisors in light of your particular
circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about
significant elements of the notes or financial matters in general.
The notes are subject to our early redemption. We may redeem all, but not less than all, of the
notes on any interest payment date on or after September 24, 2021 (other than the maturity date). If you
intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are
generally more likely to elect to redeem the notes during periods when the remaining interest to be accrued on
the notes is to accrue at a rate that is greater than that which we would pay on our other interest bearing debt
securities having a maturity comparable to the remaining term of the notes. No further payments will be made
on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from
the redemption in an investment with a return that is as high as the return on the notes would have been if
they had not been redeemed, or that has a similar level of risk.
Step-up notes present different investment considerations than fixed-rate notes. The rate of
interest paid by us on the notes will increase upward from the initial stated rate of interest on the notes. The
notes are callable by us, in whole but not in part, prior to maturity and, therefore, contain the redemption risk
described above. If we do not call the notes, the interest rate will step up as described on the cover of this
pricing supplement. Unless general interest rates rise significantly, you should not expect to earn the highest
scheduled interest rate set forth on the cover of this pricing supplement because the notes are likely to be
called prior to maturity if interest rates remain the same or fall during their term. When determining whether
to invest in a step-up fixed rate note, you should not focus on the highest stated interest rate, which usually is
the final step-up rate of interest. You should instead consider, among other things, the overall annual
percentage rate of interest to maturity or the various potential redemption dates as compared to other
investment alternatives.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our
creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt
securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon
our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our
financial condition will be at any time during the term of the notes or on the maturity date. If we become
unable to meet our financial obligations as they become due, you may not receive the amounts payable under
the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations.
Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or
increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value of
the notes. However, because your return on the notes depends upon factors in addition to our ability to pay
our obligations, such as the difference between the interest rates accruing on the notes and current market
interest rates, an improvement in our credit ratings will not reduce the other investment risks related to the
notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing
them, and the price, if any, at which you may sell the notes in any secondary market transaction will
likely be lower than the public offering price due to, among other things, the inclusion of these costs.
In determining the economic terms of the notes, and consequently the potential return on the notes to you, a
number of factors are taken
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into account. Among these factors are certain costs associated with developing, hedging, and offering the
notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at
which the selling agent or another purchaser might be willing to purchase the notes in a secondary market
transaction is expected to be lower than the price that you paid for them. This is due to, among other things,
the inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you
paid for them.
We cannot assure you that a trading market for the notes will ever develop or be maintained. We
will not list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary
market, or whether that market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other
factors. The number of potential buyers of the notes in any secondary market may be limited. We anticipate
that our affiliate, BofAS, will act as a market-maker for the notes, but neither BofAS nor any of our other
affiliates is required to do so. BofAS may discontinue its market-making activities as to the notes at any time.
To the extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price
at which BofAS may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing
models that it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These
bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade
in the market.
In addition, if at any time BofAS were to cease acting as a market-maker for the notes, it is likely that
there would be significantly less liquidity in the secondary market and there may be no secondary market at
all for the notes. In such a case, the price at which the notes could be sold likely would be lower than if an
active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for, and
the market value of, the notes may be affected by a number of factors that may either offset or magnify each
other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S.
interest rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the
capital markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
Our trading and hedging activities may create conflicts of interest with you. We or one or more of
our affiliates, including BofAS, may engage in trading activities related to the notes that are not for your
account or on your behalf. We expect to enter into arrangements to
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hedge the market risks associated with our obligation to pay the amounts due under the notes. We may seek
competitive terms in entering into the hedging arrangements for the notes, but are not required to do so, and
we may enter into such hedging arrangements with one of our subsidiaries or affiliates. This hedging activity is
expected to result in a profit to those engaging in the hedging activity, which could be more or less than
initially expected, but which could also result in a loss for the hedging counterparty. These trading and
hedging activities may present a conflict of interest between your interest in the notes and the interests we and
our affiliates may have in our proprietary accounts, in facilitating transactions for our other customers, and in
accounts under our management.
PS-6
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U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations of the acquisition,
ownership, and disposition of the notes is based upon the advice of Sidley Austin LLP, our tax counsel. The
following discussion is not exhaustive of all possible tax considerations. This summary is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated under the Code by the U.S.
Treasury Department ("Treasury") (including proposed and temporary regulations), rulings, current
administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and
judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to
change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements, is subject to the same qualifications and limitations as, and
should be read in conjunction with the discussion in the prospectus supplement under the caption "U.S.
Federal Income Tax Considerations," and in the prospectus under the caption "U.S. Federal Income Tax
Considerations." To the extent inconsistent, the following discussion supersedes the discussion in the
prospectus supplement and the prospectus.
Subject to the discussion below concerning FATCA, this discussion only applies to U.S. Holders (as
defined in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income
taxation in the accompanying prospectus. In particular, subject to the discussion below concerning FATCA,
this summary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will
hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as
property held for investment. This discussion does not address the tax consequences applicable to holders
subject to Section 451(b) of the Code. This summary assumes that the issue price of the notes, as determined
for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt instruments for U.S. federal income tax purposes. The notes provide
for an initial fixed rate of interest that increases in subsequent periods. In addition, the notes provide us with
the right to redeem the notes on September 24, 2021 and on each subsequent interest payment date (other
than the maturity date) at a redemption price equal to 100% of the principal amount of the notes, plus any
accrued and unpaid interest. Solely for purposes of computing the yield and maturity of a debt instrument,
applicable Treasury regulations generally deem an issuer to exercise a call option in a manner that minimizes
the yield on the debt instrument. This assumption is made solely for U.S. federal income tax purposes of
determining whether the notes are issued with original issue discount ("OID") and is not an indication of our
intention to call or not to call the notes at any time. The yield on the notes would be minimized if we call the
notes on September 24, 2021. Accordingly, solely for purposes of determining the yield and maturity of the
notes we are deemed to exercise our right to redeem the notes on such date and the notes should be treated as
maturing on that date. Therefore, the notes should not be treated as having been issued with OID. If we do not
call the notes on such date, solely for purposes of determining the yield and maturity of the notes, the notes
should be deemed to be retired and reissued for an amount equal to their adjusted issue price on that date.
This deemed retirement and reissuance should not result in any taxable gain or loss to you. Solely for
purposes of determining yield and maturity, the deemed reissued notes should be subject to the rules
discussed above. By application of those rules, the deemed reissued notes should be treated as fixed rate debt
instruments not bearing OID. The same analysis would apply to the September 24, 2023 interest rate step up
date. If the notes are not called on the interest payment date occurring on September 24, 2023, then, because
the period between the interest payment date on September 24, 2023, and the maturity date is one year or
less, the notes, upon their deemed reissuance on September 24, 2023, could be treated as short-term debt
securities for OID purposes (but not for purposes of determining the holding period of the notes). For a
discussion of the U.S. federal income tax consequences to a U.S. Holder of owning short-term
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debt securities, please review the section entitled "U.S. Federal Income Tax Considerations--Consequences to
U.S. Holders--Taxation of Debt Securities--Short-Term Debt Securities" in the accompanying prospectus.
You should consult the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt
Securities--Consequences to U.S. Holders" as it relates to fixed rate debt instruments not bearing OID in the
accompanying prospectus for a description of the consequences to you of the ownership and disposition of the
notes.
Upon the sale, exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will
recognize gain or loss equal to the difference between the amount realized upon the sale, exchange,
redemption, retirement, or other disposition (less an amount equal to any accrued interest not previously
included in income if the note is disposed of between interest payment dates, which will be included in income
as interest income for U.S. federal income tax purposes) and the U.S. Holder's adjusted tax basis in the note.
A U.S. Holder's adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder,
increased by any OID, market discount, de minimis OID, or de minimis market discount previously included
in income with respect to the note, and decreased by the amount of any premium previously amortized to
reduce interest on the note and the amount of any payment (other than a payment of qualified stated interest)
received in respect of the note.
Except as discussed in the prospectus with respect to market discount, gain or loss realized on the
sale, exchange, redemption, retirement, or other disposition of a note generally will be capital gain or loss and
will be long-term capital gain or loss if the note has been held for more than one year. The ability of U.S.
Holders to deduct capital losses is subject to limitations under the Code.
Foreign Account Tax Compliance Act ("FATCA")
The discussion in the accompanying prospectus under "U.S. Federal Income Tax Considerations
Foreign Account Tax Compliance Act" is hereby modified to reflect regulations proposed by Treasury indicating
its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale,
exchange, settlement at maturity, or other disposition of relevant financial instruments. Treasury has
indicated that taxpayers may rely on these proposed regulations pending their finalization.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of
acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any
state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.
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VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate
entry on the schedule to the master global note that represents the notes (the "Master Note") identifying the
notes offered hereby as supplemental obligations thereunder in accordance with the instructions of BAC, and
the notes have been delivered against payment therefor as contemplated in this pricing supplement and the
related prospectus and prospectus supplement, all in accordance with the provisions of the indenture
governing the notes, such notes will be the legal, valid and binding obligations of BAC, subject to the effect of
applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable
subordination), reorganization, moratorium and other similar laws affecting creditors' rights generally, and to
general principles of equity. This opinion is given as of the date hereof and is limited to the laws of the State of
New York and the Delaware General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) as in effect
on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture governing the notes and due authentication of the
Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect
to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all
documents submitted to McGuireWoods LLP as originals, the conformity to original documents of all
documents submitted to McGuireWoods LLP as copies thereof, the authenticity of the originals of such copies
and certain factual matters, all as stated in the letter of McGuireWoods LLP dated April 30, 2018, which has
been filed as an exhibit to BAC's Registration Statement relating to the notes filed with the Securities and
Exchange Commission on April 30, 2018.
Sidley Austin LLP, New York, New York, is acting as counsel to BofAS and as special tax counsel to
BAC.
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