Obligation Bank of America 3.95% ( US06051GFP90 ) en USD

Bank of America

100 % ▲

Etats-unis

US06051GFP90 ( en USD )

3.95% par an ( paiement semestriel )

20/04/2025

Prospectus brochure de l'obligation Bank of America US06051GFP90 en USD 3.95%, échéance 20/04/2025

2 000 USD

2 500 000 000 USD

06051GFP9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

21/04/2025 ( Dans 3 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US06051GFP90, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/04/2025

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GFP90, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GFP90, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d906712d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180488

Pricing Supplement No. 1420
(To Prospectus dated February 24, 2015 and
Prospectus Supplement dated February 24, 2015)
April 16, 2015

Medium-Term Notes, Series L
$2,500,000,000
3.950% Subordinated Notes, due April 2025
This pricing supplement describes a series of our subordinated notes that will be issued under our Medium-Term Note Program, Series L. The
subordinated notes mature on April 21, 2025. We will pay interest on the subordinated notes for each semi-annual interest period at a rate equal to
3.950% per annum.
The subordinated notes are unsecured and will be subordinate and junior in right of payment to our senior indebtedness (as defined in the
Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture. We may not redeem the subordinated notes prior
to their maturity. We do not intend to list the subordinated notes on any securities exchange.
Investing in the subordinated notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of
the attached prospectus supplement and "Risk Factors" beginning on page 9 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
the subordinated 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 Subordinated Note
Total

Public Offering Price

99.705%
$2,492,625,000
Selling Agents' Commission

0.450%
$
11,250,000

Proceeds (before expenses)

99.255%
$2,481,375,000
We expect to deliver the subordinated notes in book-entry only form through the facilities of The Depository Trust Company on or about April 21,
2015.
Sole Book-Runner
BofA Merrill Lynch

ABN AMRO

ANZ Securities

Banca IMI

Barclays
BBVA

BNY Mellon Capital Markets, LLC

Capital One Securities
CIBC

COMMERZBANK

Danske Markets Inc.

Deutsche Bank Securities
ING

Lloyds Securities

MUFG
Mizuho Securities

nabSecurities, LLC

Natixis

Nykredit Markets
Rabo Securities

RB International Markets (USA)

Santander
Scotiabank

SOCIETE GENERALE
Standard Chartered Bank
UniCredit Capital Markets
Apto Partners, LLC

Blaylock Beal Van, LLC
Drexel Hamilton

Ramirez & Co., Inc.
Table of Contents
SPECIFIC TERMS OF THE SUBORDINATED NOTES

The following description of the specific terms of the subordinated notes supplements, and should be read together with, the description of
our Medium-Term Notes, Series L included in the attached prospectus supplement dated February 24, 2015, and the general description of our debt
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securities included in "Description of Debt Securities" in the attached prospectus dated February 24, 2015. If there is any inconsistency between
the information in this pricing supplement and the attached prospectus supplement or the attached prospectus, you should rely on the information in
this pricing supplement. Capitalized 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.

· Title of the Series:
3.950% Subordinated Notes, due April 2025
· Aggregate Principal Amount Initially Being Issued:
$2,500,000,000
· Issue Date:
April 21, 2015
· CUSIP No.:
06051GFP9
· ISIN:
US06051GFP90
· Maturity Date:
April 21, 2025
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Subordinated
· Day Count Fraction:
30/360
· Interest Rate:
3.950% per annum
· Interest Periods:
Semi-annual. The initial interest period will be the period from, and
including, the Issue Date to, but excluding, October 21, 2015, the
initial Interest Payment Date. The subsequent interest periods will be
the periods from, and including the applicable Interest Payment Date
to, but excluding, the next Interest Payment Date or the Maturity Date,
as applicable.
· Interest Payment Dates:
April 21 and October 21 of each year, commencing October 21, 2015,
subject to following business day convention (unadjusted).
· Record Dates for Interest Payments:
For book-entry only subordinated notes, one business day prior to the
applicable Interest Payment Date. If the subordinated notes are not
held in book-entry only form, the record dates will be the first day of
the calendar month in which the applicable Interest Payment Date is
originally scheduled to occur.
· Optional Redemption:
None
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-4
· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the subordinated notes initially being
issued without notice to the holders of existing subordinated notes by
selling additional subordinated notes having the same terms, provided
that such additional subordinated notes shall be fungible for U.S.
federal income tax purposes. However, any new subordinated notes of
this kind may have a different offering price and may begin to bear
interest on a different date.

PS-2
Table of Contents
SUBORDINATION AND RANKING

The subordinated notes are unsecured and will be subordinate and junior in right of payment to all of our existing and future "senior
indebtedness" (as defined in the Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture, as described in
"Description of Debt Securities--Subordination" in the attached prospectus. The subordinated notes will rank equally in right of payment with all
our other unsecured and subordinated indebtedness, other than unsecured and subordinated indebtedness that by its terms is subordinated to the
subordinated notes. As of December 31, 2014, on a non-consolidated basis we had approximately $150 billion of senior long-term debt and certain
short-term borrowings. "Senior indebtedness" also includes our obligations under letters of credit, guarantees, foreign exchange contracts and
interest rate swap contracts, none of which are included in such amount. In addition, holders of the subordinated notes may be fully subordinated to
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interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

The subordinated notes will not be guaranteed by us or any of our affiliates and will not be subject to any other arrangement that legally or
economically enhances the ranking of the subordinated notes. To the extent then required by applicable laws or regulations, subordinated notes
may not be repaid prior to maturity without the requisite prior approvals, if any, from applicable regulators.

Due to differing subordination provisions in various series of subordinated debt securities issued by us and our predecessors, in the event of a
dissolution, winding up, liquidation, reorganization, insolvency, receivership or other proceeding, holders of the subordinated notes may receive
more or less, ratably, than holders of some other series of our outstanding subordinated debt securities.

For additional information regarding subordination and ranking of the subordinated notes, see "Description of the Notes--Ranking--
Subordinated Notes" in the attached prospectus supplement and "Description of the Debt Securities--Subordination" in the attached prospectus.

CONCURRENT OFFERINGS

Concurrently with this offering, we have sold $500,000,000 of our 4.750% Subordinated Notes, due April 2045 and $2,000,000,000 of our
2.250% Senior Notes, due April 2020. Separate pricing supplements related to the other offerings have been filed with the Securities and Exchange
Commission, and we expect the issue date of our 4.750% Subordinated Notes, due April 2045 and our 2.250% Senior Notes, due April 2020 to be
April 21, 2015. None of the offerings are contingent upon any of the other offerings.

USE OF PROCEEDS

The proceeds of the sale of the subordinated notes will be used for general corporate purposes.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

For a brief description of the tax effects of an investment in the subordinated notes, see "U.S. Federal Income Tax Considerations" and "U.S.
Federal Income Tax Considerations--Taxation of Debt Securities" beginning on page 96 and page 97, respectively, of the attached prospectus.

PS-3
Table of Contents
SUPPLEMENTAL INFORMATION CONCERNING
THE PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST

On April 16, 2015 we entered into an agreement with the selling agents identified below for the purchase and sale of the subordinated notes.
We have agreed to sell to each of the selling agents, and each of the selling agents has agreed to purchase from us, the principal amount of the
subordinated notes shown opposite its name in the table below at the applicable public offering price set forth above.

Principal Amount of
Selling Agent
Subordinated Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 1,850,000,000
ABN AMRO Securities (USA) LLC

$
25,000,000
ANZ Securities, Inc.

$
25,000,000
Banca IMI S.p.A.

$
25,000,000
Barclays Capital Inc.

$
25,000,000
BBVA Securities Inc.

$
25,000,000
BNY Mellon Capital Markets, LLC

$
25,000,000
Capital One Securities, Inc.

$
25,000,000
CIBC World Markets Corp.

$
25,000,000
Commerz Markets LLC

$
25,000,000
Danske Markets Inc.

$
25,000,000
Deutsche Bank Securities Inc.

$
25,000,000
ING Financial Markets LLC

$
25,000,000
Lloyds Securities Inc.

$
25,000,000
Mitsubishi UFJ Securities (USA), Inc.

$
25,000,000
Mizuho Securities USA Inc.

$
25,000,000
nabSecurities, LLC

$
25,000,000
Natixis Securities Americas LLC

$
25,000,000
Nykredit Bank A/S

$
25,000,000
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Rabo Securities USA, Inc.

$
25,000,000
RB International Markets (USA) LLC

$
25,000,000
Santander Investment Securities Inc.

$
25,000,000
Scotia Capital (USA) Inc.

$
25,000,000
SG Americas Securities, LLC

$
25,000,000
Standard Chartered Bank

$
25,000,000
UniCredit Capital Markets LLC

$
25,000,000
Apto Partners, LLC

$
6,250,000
Blaylock Beal Van, LLC

$
6,250,000
Drexel Hamilton, LLC

$
6,250,000
Samuel A. Ramirez & Company, Inc.

$
6,250,000

Total

$ 2,500,000,000

The selling agents may sell the subordinated notes to certain dealers at the applicable public offering price, less a concession which will not
exceed 0.250% of the principal amount of the subordinated notes, and the selling agents and those dealers may resell the subordinated notes to
other dealers at a reallowance discount which will not exceed 0.200% of the principal amount of the subordinated notes.

After the initial offering of the subordinated notes, the concessions and reallowance discounts for either series of the subordinated notes may
change.

We estimate that the total offering expenses for the subordinated notes, excluding the selling agents' commissions, will be approximately
$630,300.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is our wholly-owned subsidiary, and we will receive the net proceeds of the offering.

Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not effect any offers or sales of any subordinated notes in the United States
unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
("FINRA").

PS-4
Table of Contents
Standard Chartered Bank will not effect any offers or sales of any subordinated notes in the United States unless it is through one or more
U.S. registered broker-dealers as permitted by the regulations of FINRA.

Some of the selling agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and
commissions for these transactions.

In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or
our affiliates. Certain of the selling agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us
consistent with their customary risk management policies. Typically, such selling agents and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the subordinated notes offered hereby. Any such short positions could adversely affect future trading prices of the subordinated notes
offered hereby. The selling agents and their affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.

VALIDITY OF THE NOTES

In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the subordinated notes offered hereby
have been completed and executed by BAC, and authenticated by the trustee and the subordinated notes have been delivered against payment
therefor as contemplated in this pricing supplement and the attached prospectus and prospectus supplement, all in accordance with the provisions
of the indenture governing the subordinated notes, such subordinated notes will be legal, valid and binding obligations of BAC, subject to
applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to the application of
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424B5
principles of public policy. 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). In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of
the indenture governing the subordinated notes, the validity, binding nature and enforceability of the indenture governing the subordinated notes
with respect to the trustee, the legal capacity of natural persons, 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 photocopies thereof,
the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated February 24,
2015, which has been filed as an exhibit to BAC's Post-Effective Amendment No. 2 to the Registration Statement relating to the subordinated
notes filed with the Securities and Exchange Commission on February 24, 2015.

PS-5
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-180488
Medium-Term Notes, Series L
We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series L. The specific terms of any notes that we offer
will be determined before each sale and will be described in a separate product supplement, index supplement and/or pricing supplement (each, a
"supplement"). Terms may include:

· Priority: senior or subordinated
· Maturity: three months or more

· Interest rate: notes may bear interest at fixed or floating rates, or
· Indexed notes: principal, premium (if any), interest payments, or
may not bear any interest
other amounts payable (if any) linked, either directly or indirectly, to

the price or performance of one or more market measures, including
· Base floating rates of interest:
securities, currencies or composite currencies, commodities, interest

rates, stock or commodity indices, exchange traded funds, currency

funds rate
indices, consumer price indices, inflation indices, or any

LIBOR
combination of the above

EURIBOR
· Payments: U.S. dollars or any other currency that we specify in the

prime rate
applicable supplement

treasury rate

any other rate we specify

We may sell notes to the selling agents as principal for resale at varying or fixed offering prices or through the selling agents as agents using their
best efforts on our behalf. We also may sell the notes directly to investors.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of any notes. In addition, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, or any of our other affiliates, may use this prospectus supplement and the accompanying prospectus in a market-
making transaction in any notes after their initial sale. Unless we or one of our selling agents informs you otherwise in the confirmation of sale,
this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
Unless otherwise specified in the applicable supplement, we do not intend to list the notes on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5.

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Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our 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 prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

BofA Merrill Lynch

Prospectus Supplement to Prospectus dated February 24, 2015
February 24, 2015
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Purchase Contracts

46
About this Prospectus Supplement

S-3
General

46
Risk Factors

S-5
Purchase Contract Property

46
Description of the Notes

S-7
Information in Supplement

47
General

S-7
Prepaid Purchase Contracts; Applicability of Indenture

48
Types of Notes

S-8
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection
48
Payment of Principal, Interest, and Other Amounts Due

S-10
Pledge by Holders to Secure Performance

48
Ranking

S-13
Settlement of Purchase Contracts That Are Part of Units

49
Redemption

S-13
Failure of Holder to Perform Obligations

49
Repayment

S-13
Description of Units

50
Reopenings

S-14
General

50
Extendible/Renewable Notes

S-14
Unit Agreements: Prepaid, Non-Prepaid, and Other

50
Other Provisions

S-14
Modification

51
Repurchase

S-14
Enforceability of Rights of Unitholders; No Trust Indenture Act
Form, Exchange, Registration, and Transfer of Notes

S-14
Protection

51
U.S. Federal Income Tax Considerations

S-15
Description of Preferred Stock

52
Supplemental Plan of Distribution (Conflicts of Interest)

S-15
General

52
Selling Restrictions

S-17
Dividends

53
Legal Matters

S-27
Voting

53

Page
Liquidation Preference

53
Prospectus

Preemptive Rights

53
About this Prospectus

3
Existing Preferred Stock

53
Prospectus Summary

4
Additional Classes or Series of Stock

83
Risk Factors

9
Description of Depositary Shares

83
Currency Risks

9
General

83
Reform of LIBOR and EURIBOR and Proposed Regulation of
Terms of the Depositary Shares

83
These and Other "Benchmarks"

11
Withdrawal of Preferred Stock

83
Risks Related to our Common Stock and Preferred Stock

13
Dividends and Other Distributions

84
Other Risks

14
Redemption of Depositary Shares

84
Bank of America Corporation

16
Voting the Deposited Preferred Stock

84
Use of Proceeds

16
Amendment and Termination of the Deposit Agreement

85
Description of Debt Securities

17
Charges of Depository

85
General

17
Miscellaneous

85
The Indentures

17
Resignation and Removal of Depository

85
Form and Denomination of Debt Securities

18
Description of Common Stock

86
Different Series of Debt Securities

19
General

86
Fixed-Rate Notes

20
Voting and Other Rights

86
Floating-Rate Notes

20
Dividends

86
Indexed Notes

28
Certain Anti-Takeover Matters

87
Floating-Rate/Fixed-Rate/Indexed Notes

29
Registration and Settlement

88
Original Issue Discount Notes

29
Book-Entry Only Issuance

88
Payment of Principal, Interest, and Other Amounts Due

30
Certificated Securities

88
No Sinking Fund

32
Street Name Owners

89
Redemption

32
Legal Holders

89
Repayment

33
Special Considerations for Indirect Owners

89
Repurchase

33
Depositories for Global Securities

90
Conversion

33
Special Considerations for Global Securities

94
Exchange, Registration, and Transfer

34
Registration, Transfer, and Payment of Certificated Securities

95
Subordination

34
U.S. Federal Income Tax Considerations

96
Sale or Issuance of Capital Stock of Banks

35
Taxation of Debt Securities

97
Limitation on Mergers and Sales of Assets

36
Taxation of Common Stock, Preferred Stock, and Depositary Shares
112
Waiver of Covenants

36
Taxation of Warrants

118
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Modification of the Indentures

36
Taxation of Purchase Contracts

118
Meetings and Action by Securityholders

37
Taxation of Units

118
Events of Default and Rights of Acceleration

37
Reportable Transactions

118
Collection of Indebtedness

37
Foreign Account Tax Compliance Act

119
Payment of Additional Amounts

38
EU Directive on the Taxation of Savings Income

120
Redemption for Tax Reasons

41
Plan of Distribution (Conflicts of Interest)

121
Defeasance and Covenant Defeasance

42
Distribution Through Underwriters

121
Notices

42
Distribution Through Dealers

122
Concerning the Trustees

43
Distribution Through Agents

122
Governing Law

43
Direct Sales

122
Description of Warrants

43
General Information

122
General

43
Market-Making Transactions by Affiliates

123
Description of Debt Warrants

43
Conflicts of Interest

123
Description of Universal Warrants

44
ERISA Considerations

125
Modification

45
Where You Can Find More Information

127
Enforceability of Rights of Warrantholders; No Trust Indenture Act
Forward-Looking Statements

128
Protection

46
Legal Matters

129
Experts

129

S-2
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We have registered the notes on a registration statement on Form S-3 with the Securities and Exchange Commission under Registration
No. 333-180488.
From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related product supplement, index
supplement and/or pricing supplement to offer the notes. We may refer to any pricing supplement as a "term sheet." You should read each of these
documents before investing in the notes.
This prospectus supplement describes additional terms of the notes and supplements the description of our debt securities contained in the
accompanying prospectus. If the information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will
supersede the information in the prospectus.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes
in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus
and the offering of the notes in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the accompanying
prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus
supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this
prospectus supplement and the accompanying prospectus and the offering of the notes outside of the United States. See "Supplemental Plan of
Distribution (Conflicts of Interest)."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") will be made
under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which are
contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us
or any of the selling agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they
authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any selling agent to publish or supplement a
prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the accompanying
prospectus constitutes an approved prospectus for the purposes of the Prospective Directive.
For each offering of notes, we will issue a product supplement, index supplement, and/or a pricing supplement which will contain additional
terms of the offering and a specific description of the notes being offered. A supplement also may add, update, or change information in this
prospectus supplement or the accompanying prospectus, including provisions describing the calculation of the amounts due under the notes and the
method of making payments under the terms of a note. We will state in the applicable supplement the interest rate or interest rate basis or formula,
issue price, any relevant market measures, the maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant
terms and conditions for each note

S-3
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424B5
Table of Contents
at the time of issuance. A supplement also may include a discussion of any risk factors or other special additional considerations that apply to a
particular type of note. Each applicable supplement can be quite detailed and always should be read carefully.
Any term that is used, but not defined, in this prospectus supplement has the meaning set forth in the accompanying prospectus.

S-4
Table of Contents
RISK FACTORS
Your investment in the notes involves significant risks. 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, in the accompanying prospectus beginning on page 9, and in the relevant
supplement(s) for the specific notes, 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. For information regarding risks and
uncertainties that may materially affect our business and results, please refer to the information under the captions "Item 1A. Risk Factors" and
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year
ended December 31, 2013, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in
our subsequent filings that are incorporated by reference in the accompanying prospectus. You should also review the risk factors that will be set
forth in other documents that we will file after the date of this prospectus supplement.
The market value of the notes may be less than the principal amount of the notes.
The market for, and market value of, the notes may be affected by a number of factors. These factors include:

· the method of calculating the principal, premium, if any, interest or other amounts payable, if any, on the notes;

· the time remaining to maturity of the notes;

· the aggregate amount outstanding of the relevant notes;

· any redemption or repayment features of the notes;

· the level, direction, and volatility of market interest rates generally;

· general economic conditions of the capital markets in the United States;

· geopolitical conditions and other financial, political, regulatory, and judicial events that affect the stock markets generally; and

· any market-making activities with respect to the notes.
Often, the only way to liquidate your investment in the notes prior to maturity will be to sell the notes. At that time, there may be a very
illiquid market for the notes or no market at all. For indexed notes that have specific investment objectives or strategies, the applicable trading
market may be more limited, and the price may be more volatile, than for other notes. The market value of indexed notes may be adversely
affected by the complexity of the payout formula and volatility of the applicable market measure, including any dividend rates or yields of other
securities or financial instruments that relate to the indexed notes. Moreover, the market value of indexed notes could be adversely affected by
changes in the amount of outstanding debt, equity, or other securities linked to the applicable market measures, assets or formula applicable to
those notes.
Holders of indexed notes are subject to important risks that are not associated with more conventional debt securities.
If you invest in indexed notes, you will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt
securities. These risks include the possibility that the

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applicable market measures may be subject to fluctuations, and the possibility that you will receive a lower, or no, amount of principal, premium,
or interest, and at different times, than expected. In recent years, many securities, currencies, commodities, interest rates, indices, and other market
measures have experienced volatility, and this volatility may be expected in the future. However, past experience is not necessarily indicative of
what may occur in the future. We have no control over a number of matters, including economic, financial, and political events, that are important
in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on,
the indexed notes. Further, you should assume that there is no statutory, judicial, or administrative authority that addresses directly the
characterization of some types of indexed notes or similar instruments for U.S. federal or other income tax purposes. As a result, the income tax
consequences of an investment in indexed notes are not certain. In considering whether to purchase indexed notes, you should be aware that the
calculation of amounts payable on indexed notes may involve reference to a market measure determined by one of our affiliates or prices or values
that are published solely by third parties or entities which are not regulated by the laws of the United States. Additional risks that you should
consider in connection with an investment in indexed notes are set forth in the applicable supplement(s) for the notes.
Our obligations under subordinated notes will be subordinated.
Holders of our subordinated notes should recognize that contractual provisions in the Subordinated Indenture may prohibit us from making
payments on the subordinated notes. The subordinated notes are unsecured and subordinate and junior in right of payment to all of our senior
indebtedness (as defined in the Subordinated Indenture), to the extent and in the manner provided in the Subordinated Indenture. In addition, the
subordinated notes may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency,
liquidation or similar proceedings. For additional information regarding the subordination provisions applicable to the subordinated notes, see
"Description of Debt Securities -- Subordination" in the attached prospectus.
Our subordinated notes are subject to limited rights of acceleration.
Payment of our subordinated notes may be accelerated only in the event of our voluntary or involuntary bankruptcy under federal bankruptcy
laws (and, in the case of our involuntary bankruptcy, continuing for a period of 60 days). If you purchase any subordinated notes, you will have no
right to accelerate the payment of the subordinated notes if we fail to pay interest on such notes or if we fail in the performance of any of our other
obligations under such notes.
Floating-rate notes bear additional risks.
If your notes bear interest at a floating rate, there will be additional significant risks not associated with a conventional fixed-rate debt
security. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than
expected. We have no control over a number of matters, including economic, financial, and political events, that are important in determining the
existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, your floating-rate
notes. In recent years, interest rates have been volatile, and that volatility may be expected in the future.

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Our hedging activities may affect your return at maturity and the market value of the notes.
At any time, we or our affiliates may engage in hedging activities relating to the notes. This hedging activity, in turn, may increase or
decrease the market value of the notes. In addition, we or our affiliates may acquire a long or short position in the notes from time to time. All or a
portion of these positions may be liquidated at or about the time of maturity of the notes. The aggregate amount and the composition of these
positions are likely to vary over time. We have no reason to believe that any of our hedging activities will have a material effect on the notes, either
directly or indirectly, by impacting the value of the notes. However, we cannot assure you that our activities or affiliates' activities will not affect
these values.
Our hedging and trading activities may create conflicts of interest with you.
From time to time during the term of each series of notes and in connection with the determination of the payments on the notes, we or our
affiliates may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may enter into
hedging transactions relating to other notes or instruments that we issue, some of which may have returns calculated in a manner related to that of a
particular series of notes. We or our affiliates will price these hedging transactions with the intent to realize a profit, considering the risks inherent
in these hedging activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is
more or less than initially expected, or could result in a loss.
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We or one or more of our affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may engage in trading activities that are
not for your account or on your behalf. These trading 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, including block trades, for our other customers, and in
accounts under our management. These trading activities, if they influence the market measure or other reference asset (if any) for the notes or
secondary trading (if any) in the notes, could be adverse to your interests as a beneficial owner of the notes.
DESCRIPTION OF THE NOTES
This section describes the general terms and conditions of the notes, which may be senior or subordinated medium-term notes. This section
supplements, and should be read together with, the general description of our debt securities included in "Description of Debt Securities" in the
accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
We will describe the particular terms of the notes we sell in a separate supplement. The terms and conditions stated in this section will apply
to each note unless the note or the applicable supplement indicates otherwise.
General
The following summary of the terms of the notes and the indentures is not complete and is qualified in its entirety by reference to the actual
notes and the specific provisions of the Senior Indenture and the Subordinated Indenture, as applicable.

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We will issue the notes as part of a series of debt securities under the Senior Indenture or the Subordinated Indenture, as applicable, which are
exhibits to our registration statement and are contracts between us and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
In this prospectus supplement, we refer to The Bank of New York Mellon Trust Company, N.A., as the "trustee," and we refer to the Senior
Indenture and the Subordinated Indenture individually as the "Indenture" and together as the "Indentures."
The Indentures are subject to, and governed by, the Trust Indenture Act of 1939. We, the selling agents, and the depository, in the ordinary
course of our respective businesses, have conducted and may conduct business with the trustee or its affiliates. See "Description of Debt Securities
--The Indentures" in the accompanying prospectus for more information about the Indentures and the functions of the trustee.
The notes are our direct unsecured obligations and are not obligations of our subsidiaries. The notes are being offered on a continuous basis.
There is no limit under our registration statement on the total initial public offering price or aggregate principal amount of the Senior and
Subordinated Medium-Term Notes, Series L, that may be offered using this prospectus supplement. We may issue other debt securities under the
Indentures from time to time in one or more series up to the aggregate principal amount of the then-existing grant of authority by our board of
directors.
Unless otherwise provided in the applicable supplement, the minimum denomination of the notes will be $1,000 and any larger amount that is
a whole multiple of $1,000 (or the equivalent in other currencies). We may also issue the notes in units of $10.
Types of Notes
Fixed-Rate Notes. We may issue notes that bear interest at a fixed rate described in the applicable pricing supplement, which we refer to as
"fixed-rate notes." We also may issue fixed-rate notes that combine principal and interest payments in installment payments over the life of the
note, which we refer to as "amortizing notes." For more information on fixed-rate notes and amortizing notes, see "Description of Debt
Securities -- Fixed-Rate Notes" in the accompanying prospectus.
Floating-Rate Notes. We may issue notes that bear interest at a floating rate of interest determined by reference to one or more base
interest rates, or by reference to one or more interest rate formulae, described in the applicable supplement, which we refer to as "floating-rate
notes." In some cases, the interest rate of a floating-rate note also may be adjusted by adding or subtracting a spread or by multiplying the interest
rate by a spread multiplier. A floating-rate note also may be subject to a maximum interest rate limit, or ceiling, and/or a minimum interest rate
limit, or floor, on the interest that may accrue during any interest period. For more information on floating-rate notes, including a description of the
manner in which interest payments will be calculated, see "Description of Debt Securities -- Floating-Rate Notes" in the accompanying
prospectus.
Indexed Notes. We may issue notes that provide that the rate of return, including the principal, premium (if any), interest, or other amounts
payable (if any), is determined by reference, either directly or indirectly, to the price or performance of one or more securities, commodities,
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