Obligation Bank of America 3.419% ( US06051GGW33 ) en USD

Bank of America

100 % ▼

Etats-unis

US06051GGW33 ( en USD )

3.419% par an ( paiement semestriel )

19/12/2028

Prospectus brochure de l'obligation Bank of America US06051GGW33 en USD 3.419%, échéance 19/12/2028

1 000 USD

10 792 000 USD

06051GGW3

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

20/06/2025 ( Dans 63 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 US06051GGW33, paye un coupon de 3.419% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/12/2028

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GGW33, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GGW33, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

As filed with the Securities and Exchange Commission on March 30, 2018
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BANK OF AMERICA CORPORATION
(Exact name of Registrant as Specified in its Charter)

Delaware

6021

56-0906609
(State or other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or Organization)

Classification Code Number)

Identification Number)

Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

ROSS E. JEFFRIES, JR.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copy to:
RICHARD W. VIOLA
ELIZABETH G. WREN
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
(704) 343-2000

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction
G, check the following box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer
Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of each Class of
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Securities to be Registered

Registered

Unit (1)

Price (1)

Registration Fee (2)
3.004% Fixed/Floating Rate Senior Notes, due 2023

$6,000,000,000

100%

$6,000,000,000

$747,000
3.419% Fixed/Floating Rate Senior Notes, due 2028

$6,000,000,000

100%

$6,000,000,000

$747,000
TOTAL

$12,000,000,000

--

$12,000,000,000

$1,494,000

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").
(2) Calculated pursuant to Rule 457(f) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete the Exchange Offers and issue these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sel these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 30, 2018
PROSPECTUS

OFFERS TO EXCHANGE

Any and all $6,000,000,000 aggregate principal amount outstanding of unregistered 3.004% Fixed/Floating Rate Senior Notes,
due 2023, for an equal aggregate principal amount of 3.004% Fixed/Floating Rate Senior Notes, due 2023, registered under the
Securities Act of 1933, as amended (the "Securities Act")
and
Any and all $6,000,000,000 aggregate principal amount outstanding of unregistered 3.419% Fixed/Floating Rate Senior Notes,
due 2028, for an equal aggregate principal amount of 3.419% Fixed/Floating Rate Senior Notes, due 2028, registered under the
Securities Act

Bank of America Corporation is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus
and the accompanying letter of transmittal (i) any and all $6,000,000,000 aggregate principal amount outstanding of our unregistered
3.004% Fixed/Floating Rate Senior Notes, due 2023 (the "2023 Original Notes") for an equal aggregate principal amount of our
3.004% Fixed/Floating Rate Senior Notes, due 2023 that have been registered under the Securities Act (the "2023 Exchange Notes")
and (ii) any and all $6,000,000,000 aggregate principal amount outstanding of our unregistered 3.419% Fixed/Floating Rate Senior
Notes, due 2028 (the "2028 Original Notes" and, together with the 2023 Original Notes, the "Original Notes") for an equal aggregate
principal amount of our 3.419% Fixed/Floating Rate Senior Notes, due 2028 that have been registered under the Securities Act (the
"2028 Exchange Notes," and, together with the 2023 Exchange Notes, the "Exchange Notes"). In this prospectus, we refer to these
offers to exchange as the "Exchange Offers."
The terms of the Exchange Notes of a series will be substantially identical to the terms of the corresponding Original Notes,
except that the Exchange Notes will have been registered under the Securities Act and will not be subject to the transfer restrictions
applicable to the Original Notes, will not entitle their holders to registration rights or additional interest under circumstances relating
to our registration obligations and will have different CUSIP numbers from the corresponding Original Notes. The Exchange Notes
will be issued under the same indenture as the Original Notes, and the Exchange Notes of a series and any corresponding Original
Notes that remain outstanding after the completion of the Exchange Offer will be treated as a single series of securities under the
Indenture (as defined below).
The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2018, unless extended with respect to
either or both Exchange Offers (such date and time, as they may be extended, the "Expiration Date"). Upon the terms and
subject to the conditions of the Exchange Offers, we will accept for exchange any and all Original Notes of each series validly
tendered in the applicable Exchange Offer and not validly withdrawn prior to the applicable Expiration Date. You may withdraw
tenders of Original Notes of either series at any time before the applicable Expiration Date.
There is currently no established trading market for the Exchange Notes to be issued, and we do not intend to list the Exchange
Notes on any securities exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were
acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of
90 days after the effective date of the registration statement of which this prospectus is a part, we will make this prospectus available
to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 9 to read about important factors you should consider before tendering
your Original Notes.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
Prospectus dated , 2018

TABLE OF CONTENTS

Page
About this Prospectus

i
Where You Can Find More Information

i
Incorporation of Certain Documents by Reference

ii
Forward-Looking Statements

ii
Summary

1
Risk Factors

9
Use of Proceeds
14
Ratio of Earnings to Fixed Charges
15
The Exchange Offers
16
Description of the Exchange Notes
25
Material U.S. Federal Income Tax Considerations
41
Plan of Distribution
42
Experts
43
Legal Matters
43

ABOUT THIS PROSPECTUS
It is important that you read and consider all of the information in this prospectus. You should rely only on the information
provided or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different
information, and we take no responsibility for any information that others may give you. The information contained or incorporated by
reference in this prospectus is accurate as of the date of the applicable document containing such information or other date referred to
in such document.
This prospectus incorporates important business and financial information about Bank of America that is not included in
or delivered with this prospectus. This information is available without charge to security holders upon written or oral request
to Bank of America at the address and telephone number set forth below under "Incorporation of Certain Documents by
Reference."
We are not making the Exchange Offers to, nor will we accept tenders of Original Notes for exchange from, holders of Original
Notes in any jurisdiction in which the applicable Exchange Offer would not be in compliance with the securities or blue sky laws of
such jurisdiction or where it is otherwise unlawful. This prospectus may only be used where it is legal to make the Exchange Offers.
In this prospectus, unless otherwise indicated or required by the context, "we," "our," "us," "the Company" and "Bank of
America" or similar references are to Bank of America Corporation, excluding its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any
of these documents at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public reference room. Our SEC filings also are available to the public on
the SEC's website at http://www.sec.gov. The reports and other information we file with the SEC also are available at our website,
www.bankofamerica.com. We have included the SEC's web address and our web address as inactive textual references only. Except as
specifically incorporated by reference into this prospectus, information on those websites is not part of this prospectus.

i

We have filed with the SEC a registration statement on Form S-4 relating to the Exchange Notes and the Exchange Offers.
This prospectus is a part of the registration statement and does not contain all of the information in the registration statement.
The registration statement, including the exhibits thereto, contains additional relevant information about us, the Exchange Notes
and the Exchange Offers.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus the information in other documents that we file with it, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we file later with the SEC that is incorporated by reference
in this prospectus will automatically update and supersede information contained in documents filed earlier with the SEC or contained
in this prospectus. We incorporate by reference the following documents we have filed with the SEC and the future filings we make
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after
the date of this prospectus until the date we complete the Exchange Offers (in each case excluding any information furnished pursuant
to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):

·
our Annual Report on Form 10-K for the year ended December 31, 2017; and

·
our Current Reports on Form 8-K filed on January 17, 2018, February 9, 2018 and March 15, 2018 (in each case,

other than documents or information that is furnished but deemed not to have been filed).
You may request a copy of these filings, at no cost, by contacting us at the following address or telephone number:
Bank of America Corporation
Fixed Income Investor Relations
100 North Tryon Street
Charlotte, North Carolina 28255-0065
1-866-607-1234
In order to obtain timely delivery of such materials, you must request information from us no later than five business
days prior to the Expiration Date for the relevant Exchange Offer.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference herein, contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are not historical facts,
including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements may be
identified by the use of words such as "plan," "believe," "expect," "intend," "anticipate," "estimate," "project," "potential,"
"possible," or other similar expressions, or future or conditional verbs such as "will," "should," "would," and "could."
All forward-looking statements, by their nature, are subject to risks and uncertainties. Actual results may differ materially from
those contemplated by these forward-looking statements. As a large, international financial services company, we face risks that are
inherent in the businesses and market places in which we operate. Information regarding important factors that could cause our future
financial performance to vary from that described in our forward-looking statements is contained in our annual report on Form 10-K
for the year ended December 31, 2017, which is incorporated by reference in this prospectus, including those discussed under "Item
1A. Risk Factors" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of

ii

Operations," as well as those discussed in any subsequent filings of Bank of America that are incorporated in this prospectus by
reference. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" for information
about how to obtain copies of our filings with the SEC. For a discussion of significant risk factors that apply to the Exchange Notes
and the Exchange Offers, see "Risk Factors" beginning on page 9 of this prospectus.
You should not place undue reliance on any forward-looking statements, which speak only as of the dates they are made. Except
to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

iii

SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this prospectus and is,
therefore, qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this
prospectus. It may not contain all the information that may be important to you in deciding to exchange your Original Notes for
Exchange Notes. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully
the terms of the Exchange Notes and the Exchange Offers. You should pay special attention to "Risk Factors" and "Forward-Looking
Statements."
Bank of America Corporation
Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding company. Through
our banking and various nonbank subsidiaries throughout the United States and in international markets, we provide a diversified
range of banking and nonbank financial services and products. Our principal executive offices are located in the Bank of America
Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255, and our telephone number at that location is (704) 386-
5681.
The Exchange Offers
The following is a brief summary of some of the material terms of the Exchange Offers. For a more detailed description of the
Exchange Offers, please refer to "The Exchange Offers."

Background; Purpose
On December 20, 2017, in transactions exempt from registration under the
Securities Act, we issued $6,000,000,000 in aggregate principal amount of the
2023 Original Notes, and $6,000,000,000 in aggregate principal amount of the
2028 Original Notes. These issuances were conducted by private exchange
offers with holders of certain of our outstanding debt securities. In connection
with these private exchange offers, we entered into a registration rights
agreement, dated December 20, 2017 (the "Registration Rights Agreement"),
with the dealer manager (as such term is used in the Registration Rights
Agreement) for the private exchange offers, for the benefit of the holders of
the Original Notes, in which we agreed, among other things, to use our
commercially reasonable efforts to complete the Exchange Offers. The
purpose of the Exchange Offers is to satisfy our contractual obligations under
the Registration Rights Agreement.

The Exchange Offers
Upon the terms and subject to the conditions of the Exchange Offers set forth
in this prospectus and the accompanying letter of transmittal, we are offering
to exchange any and all $6,000,000,000 aggregate principal amount
outstanding of the 2023 Original Notes, and any and all $6,000,000,000
aggregate principal amount outstanding of the 2028 Original Notes, for equal
aggregate principal amounts of the 2023 Exchange Notes and the 2028
Exchange Notes, respectively. In order to be exchanged for Exchange Notes,
Original Notes must be validly tendered, not validly withdrawn and accepted
by us. Subject to the satisfaction or waiver of the conditions to the Exchange
Offers, all Original Notes that are validly tendered and not validly withdrawn
before the applicable Expiration Date will be accepted by us and exchanged.

1

CUSIP Numbers and ISINs
The CUSIP numbers and ISINs for the 2023 Original Notes are 06051GGV5,
US06051GGV59 (Rule 144A) and U0R8A1AA5, USU0R8A1AA50
(Regulation S). The CUSIP number and ISIN for the 2023 Exchange Notes are
06051GHC6 and US06051GHC69.
The CUSIP numbers and ISINs for the 2028 Original Notes are 06051GGW3, US06051GGW33 (Rule 144A) and
U0R8A1AB3, USU0R8A1AB34 (Regulation S). The CUSIP number and ISIN for the 2028 Exchange Notes are
06051GHD4 and US06051GHD43.

Expiration Date; Withdrawal Rights
The Exchange Offers will expire at 5:00 p.m., New York City time, on
, 2018, unless extended with respect to either or both of the
Exchange Offers, in which event the Expiration Date will be the latest date and
time to which we extend such Exchange Offer. Tenders may be withdrawn at
any time before the applicable Expiration Date. See "The Exchange Offers--
Withdrawal Rights." Any Original Notes not accepted for exchange in either
Exchange Offer for any reason will be returned to you without expense
promptly after the expiration or termination of such Exchange Offer.

Resale of the Exchange Notes
Based upon existing interpretations by the staff of the SEC as set forth in
previous no-action letters issued to third parties, and subject to the
immediately following sentence, we believe that Exchange Notes issued
pursuant to the Exchange Offers in exchange for Original Notes may be
offered for resale, resold and otherwise transferred by you without compliance
with the registration and prospectus delivery requirements of the Securities Act
(subject to certain representations required to be made by each tendering
holder of Original Notes, as set forth under "The Exchange Offers--
Representations, Warranties and Covenants of Tendering Holders of Original
Notes"). However, any holder of Original Notes who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities

Act);

· does not acquire the Exchange Notes in the ordinary course of

business;

· is participating or intends to participate, or has any arrangement or
understanding with any person to participate, in a distribution

(within the meaning of the Securities Act) of the Exchange Notes
in violation of the Securities Act; or

· is a broker-dealer who acquired Original Notes directly from us for

its own account in the private exchange offers (and not as a result
of market-making or other trading activities),

will not be able to rely on the interpretations of the staff of the SEC set forth in
the no-action letters referenced above, will not be eligible to participate in the

Exchange Offers and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction, in the absence of an exemption therefrom.

2

A broker-dealer that holds Original Notes acquired as a result of market-
making activities or other trading activities, and who receives Exchange Notes
for its own account in exchange for such Original Notes pursuant to the
Exchange Offers, may be deemed to be an "underwriter" within the meaning of
the Securities Act and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes. Such
broker-dealers may use this prospectus to satisfy their prospectus delivery

requirement with respect to their Exchange Notes. We have agreed that we will
make this prospectus, as amended or supplemented, available to any broker-
dealer for use in connection with any such resale for a period of 90 days
following the effective date of the registration statement of which this
prospectus is a part. For further information regarding resales of Exchange
Notes by broker-dealers, see "Plan of Distribution."
We have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received
in the Exchange Offers and, to the best of our information and belief, each person that will participate in the Exchange
Offers will acquire the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Exchange Notes.

Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers is
subject to the satisfaction of certain customary conditions, which we may
waive. In addition, we will not be obligated to accept for exchange the
Original Notes of any tendering holder that has not made to us certain
representations as set forth under "The Exchange Offers--Representations,
Warranties and Covenants of Tendering Holders of Original Notes." See "The
Exchange Offers--Conditions to the Exchange Offers."

Procedures for Tendering Original Notes
The Original Notes currently are held in book-entry form and represented by
global securities registered in the name of Cede & Co. as nominee for The
Depository Trust Company ("DTC"). To participate in the Exchange Offers
and tender Original Notes held in book-entry form, by 5:00 p.m., New York
City time, on the applicable Expiration Date, you must cause the book-entry
transfer of your Original Notes to the Exchange Agent's account at DTC with
respect to the Original Notes established to facilitate the Exchange Offers in
accordance with DTC's Automated Tender Offer Program ("ATOP"), and the
Exchange Agent must receive an electronic confirmation of such book-entry
transfer from DTC, and either a properly completed and validly executed letter
of transmittal (or manually signed facsimile thereof) or an agent's message (as
defined below), by which you will agree to be bound by the letter of
transmittal, and any other required documents.

The Original Notes may be tendered for exchange only in minimum

denominations of $1,000 and integral multiples of $1,000 in excess thereof.

3