Obligation Bank of America 0% ( US06051GGH65 ) en USD

Bank of America

100.3 % ⇌

Etats-unis

US06051GGH65 ( en USD )

20/01/2023 - Obligation échue

Prospectus brochure de l'obligation Bank of America US06051GGH65 en USD 0%, échue

06051GGH6

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 US06051GGH65, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/01/2023

424B5
424B5 1 d325953d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202354
Pricing Supplement No. 1
(To Prospectus dated May 1, 2015 and
Prospectus Supplement dated January 13, 2017)
January 17, 2017

$6,750,000,000
Medium-Term Notes, Series M
$750,000,000 Floating Rate Senior Notes, due January 2023
$1,500,000,000 3.124% Fixed/Floating Rate Senior Notes, due January 2023
$2,500,000,000 3.824% Fixed/Floating Rate Senior Notes, due January 2028
$2,000,000,000 4.443% Fixed/Floating Rate Senior Notes, due January 2048
This pricing supplement describes four series of our senior notes that will be issued under our Medium-Term Note Program, Series M. We refer to our
Floating Rate Senior Notes, due January 2023 as the "floating rate notes," to our 3.124% Fixed/Floating Rate Senior Notes, due January 2023 as the "6-year
fixed/floating rate notes," to our 3.824% Fixed/Floating Rate Senior Notes, due January 2028 as the "11-year fixed/floating rate notes" and to our 4.443%
Fixed/Floating Rate Senior Notes, due January 2048 as the "31-year fixed/floating rate notes." We refer to the 6-year fixed/floating rate notes, the 11-year
fixed/floating rate notes and the 31-year fixed/floating rate notes collectively as the "fixed/floating rate notes." We refer to the floating rate notes and the
fixed/floating rate notes collectively as the "notes."
The floating rate notes mature on January 20, 2023. We will pay interest on the floating rate notes at a floating rate per annum equal to three-month LIBOR
plus a spread of 1.160%, payable quarterly.
The 6-year fixed/floating rate notes mature on January 20, 2023. We will pay interest on the 6-year fixed/floating rate notes (a) from January 20, 2017 to, but
excluding, January 20, 2022, at a fixed rate of 3.124% per annum, payable semi-annually, and (b) from January 20, 2022, at a floating rate per annum equal to
three-month LIBOR plus a spread of 1.160%, payable quarterly.
The 11-year fixed/floating rate notes mature on January 20, 2028. We will pay interest on the 11-year fixed/floating rate notes (a) from January 20, 2017 to,
but excluding, January 20, 2027, at a fixed rate of 3.824% per annum, payable semi-annually, and (b) from January 20, 2027, at a floating rate per annum
equal to three-month LIBOR plus a spread of 1.575%, payable quarterly.
The 31-year fixed/floating rate notes mature on January 20, 2048. We will pay interest on the 31-year fixed/floating rate notes (a) from January 20, 2017 to,
but excluding, January 20, 2047, at a fixed rate of 4.443% per annum, payable semi-annually, and (b) from January 20, 2047, at a floating rate per annum
equal to three-month LIBOR plus a spread of 1.990%, payable quarterly.
We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the headings "Specific Terms of the
Notes--Optional Redemption of the Floating Rate Notes" and "Specific Terms of the Notes--Optional Redemption of the Fixed/Floating Rate Notes," as
applicable.
The notes are unsecured and rank equally with all of our other unsecured and senior indebtedness outstanding from time to time. We do not intend to list the
notes on any securities exchange.
Investing in the notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page
S-5 of the attached prospectus supplement, 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 these notes
or passed upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the
contrary is a criminal offense.

6-Year Fixed/
11-Year Fixed/
31-Year Fixed/

Floating Rate Notes

Floating Rate Notes

Floating Rate Notes

Floating Rate Notes

Per Note
Total

Per Note
Total

Per Note
Total

Per Note
Total

Public Offering Price
100.000% $750,000,000 100.000% $1,500,000,000 100.000% $2,500,000,000 100.000% $2,000,000,000
Selling Agents' Commission

0.350% $
2,625,000
0.350% $
5,250,000
0.450% $
11,250,000
0.875% $
17,500,000

Proceeds (before expenses)
99.650% $747,375,000 99.650% $1,494,750,000 99.550% $2,488,750,000 99.125% $1,982,500,000
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on January 20, 2017.
Sole Book-Runner
BofA Merrill Lynch
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424B5

ANZ Securities

BBVA

Danske Markets

HSBC
ING

Lloyds Securities

Mizuho Securities

MUFG
nabSecurities, LLC

Natixis

Nykredit Markets

Rabo Securities
RBC Capital Markets

NatWest Markets

Santander

Scotiabank
SOCIETE GENERALE

Standard Chartered Bank

UniCredit Capital Markets
Academy Securities

Ramirez & Co., Inc.

Siebert Cisneros Shank & Co., L.L.C.

The Williams Capital Group, L.P.
Table of Contents
SPECIFIC TERMS OF THE NOTES
The following descriptions of the specific terms of the notes supplement, and should be read together with, the description of our Medium-
Term Notes, Series M included in the attached prospectus supplement dated January 13, 2017, and the general description of our debt securities
included in "Description of Debt Securities" in the attached prospectus dated May 1, 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.
Terms of the Floating Rate Notes

· Title of the Series:
Floating Rate Senior Notes, due January 2023

· Aggregate Principal Amount Initially Being
$750,000,000
Issued:

· Issue Date:
January 20, 2017

· CUSIP No.:
06051GGH6

· ISIN:
US06051GGH65

· Maturity Date:
January 20, 2023

· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000

· Ranking:
Senior

· Day Count Fraction:
Actual/360

· Base Rate:
Three-Month LIBOR (Reuters page LIBOR01)

· Index Maturity:
90 days

· Spread:
116 basis points

· Interest Periods:
Quarterly

· Interest Payment Dates and Interest Reset Dates:January 20, April 20, July 20 and October 20 of each year, beginning April 20, 2017,
subject to adjustment in accordance with the modified following business day convention
(adjusted).

· Interest Determination Dates:
Second London banking day prior to the applicable Interest Reset Date.

· Optional Redemption:
We will have the option to redeem the floating rate notes, in whole, but not in part, on
January 20, 2022 at 100% of the principal amount of the floating rate notes being
redeemed, plus accrued and unpaid interest, if any, thereon, to, but excluding, the
redemption date. See "Specific Terms of the Notes--Optional Redemption of the Floating
Rate Notes."

PS-2
Table of Contents
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Terms of the 6-Year Fixed/Floating Rate Notes

· Title of the Series:
3.124% Fixed/Floating Rate Senior Notes, due January 2023

· Aggregate Principal Amount Initially Being
$1,500,000,000
Issued:

· Issue Date:
January 20, 2017

· CUSIP No.:
06051GGE3

· ISIN:
US06051GGE35

· Maturity Date:
January 20, 2023

· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000

· Ranking:
Senior

· Fixed Rate Coupon:
3.124% payable semi-annually in arrears from and including the Issue Date to, but
excluding, January 20, 2022 (the "6-Year Fixed Rate Period").

· Floating Rate Coupon:
Base Rate plus 116 basis points, payable quarterly in arrears from and including
January 20, 2022 (the "6-Year Floating Rate Period").

· Base Rate:
Three-Month LIBOR (Reuters Page LIBOR01)

· Interest Payment Dates and Interest Reset Dates During the 6-Year Fixed Rate Period, January 20 and July 20 of each year, beginning
during the 6-Year Floating Rate Period:
July 20, 2017 and ending January 20, 2022, subject to the following unadjusted business
day convention; and during the 6-Year Floating Rate Period, each of April 20,
2022, July 20, 2022, October 20, 2022 and January 20, 2023, subject to adjustment in
accordance with the modified following business day convention (adjusted). Each Interest
Payment Date during the 6-Year Floating Rate Period also will be an Interest Reset Date.

· Interest Determination Dates during the 6-Year Second London banking day prior to the applicable Interest Reset Date.
Floating Rate Period:

· Day Count Fraction:
30/360 during the 6-Year Fixed Rate Period, Actual/360 during the 6-Year Floating Rate
Period

· Optional Redemption:
We will have the option to redeem the 6-year fixed/floating rate notes, in whole at any
time or in part from time to time, on or after January 21, 2018 (or, if additional 6-year
fixed/floating rate notes are issued after January 20, 2017, on or after the later of
January 21, 2018 and six months after the issue date of such additional 6-year
fixed/floating rate notes), and prior to January 20, 2022, at the applicable "make-whole"
redemption price for the 6-year fixed/floating rate notes described below under the heading
"Specific Terms of the Notes--Optional Redemption of the Fixed/Floating Rate Notes."
We also will have the option to redeem the 6-year fixed/floating rate notes, in whole, but
not in part, on January 20, 2022 at 100% of the principal amount of the 6-year
fixed/floating rate notes being redeemed. If we

PS-3
Table of Contents
redeem any 6-year fixed/floating rate notes, we also will pay accrued and unpaid interest, if

any, thereon, to, but excluding, the redemption date.
Terms of the 11-Year Fixed/Floating Rate Notes

· Title of the Series:
3.824% Fixed/Floating Rate Senior Notes, due January 2028

· Aggregate Principal Amount Initially Being
$2,500,000,000
Issued:

· Issue Date:
January 20, 2017

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· CUSIP No.:
06051GGF0

· ISIN:
US06051GGF00

· Maturity Date:
January 20, 2028

· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000

· Ranking:
Senior

· Fixed Rate Coupon:
3.824% payable semi-annually in arrears from and including the Issue Date to, but
excluding, January 20, 2027 (the "11-Year Fixed Rate Period").

· Floating Rate Coupon:
Base Rate plus 157.5 basis points, payable quarterly in arrears from and including
January 20, 2027 (the "11-Year Floating Rate Period").

· Base Rate:
Three-Month LIBOR (Reuters Page LIBOR01)

· Interest Payment Dates and Interest Reset Dates During the 11-Year Fixed Rate Period, January 20 and July 20 of each year, beginning
during the 11-Year Floating Rate Period:
July 20, 2017 and ending January 20, 2027, subject to the following unadjusted business
day convention; and during the 11-Year Floating Rate Period, each of April 20,
2027, July 20, 2027, October 20, 2027 and January 20, 2028, subject to adjustment in
accordance with the modified following business day convention (adjusted). Each Interest
Payment Date during the 11-Year Floating Rate Period also will be an Interest Reset Date.

· Interest Determination Dates during the 11-Year Second London banking day prior to the applicable Interest Reset Date.
Floating Rate Period:

· Day Count Fraction:
30/360 during the 11-Year Fixed Rate Period, Actual/360 during the 11-Year Floating Rate
Period

· Optional Redemption:
We will have the option to redeem the 11-year fixed/floating rate notes, in whole at any
time or in part from time to time, on or after January 21, 2018 (or, if additional 11-year
fixed/floating rate notes are issued after January 20, 2017, on or after the later of
January 21, 2018 and six months after the issue date of such additional 11-year
fixed/floating rate notes), and prior to January 20, 2027, at the applicable "make-whole"
redemption price for the 11-year fixed/floating rate notes described below under the
heading "Specific

PS-4
Table of Contents
Terms of the Notes--Optional Redemption of the Fixed/Floating Rate Notes." We also will
have the option to redeem the 11-year fixed/floating rate notes, in whole, but not in part,

on January 20, 2027 at 100% of the principal amount of the 11-year fixed/floating rate
notes being redeemed. If we redeem any 11-year fixed/floating rate notes, we also will pay
accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date.
Terms of the 31-Year Fixed/Floating Rate Notes

· Title of the Series:
4.443% Fixed/Floating Rate Senior Notes, due January 2048

· Aggregate Principal Amount Initially Being
$2,000,000,000
Issued:

· Issue Date:
January 20, 2017

· CUSIP No.:
06051GGG8

· ISIN:
US06051GGG82

· Maturity Date:
January 20, 2048

· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000

· Ranking:
Senior

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· Fixed Rate Coupon:
4.443% payable semi-annually in arrears from and including the Issue Date to, but
excluding, January 20, 2047 (the "31-Year Fixed Rate Period").

· Floating Rate Coupon:
Base Rate plus 199 basis points, payable quarterly in arrears from and including
January 20, 2047 (the "31-Year Floating Rate Period").

· Base Rate:
Three-Month LIBOR (Reuters Page LIBOR01)

· Interest Payment Dates and Interest Reset Dates During the 31-Year Fixed Rate Period, January 20 and July 20 of each year, beginning
during the 31-Year Floating Rate Period:
July 20, 2017 and ending January 20, 2047, subject to the following unadjusted business
day convention; and during the 31-Year Floating Rate Period, each of April 20,
2047, July 20, 2047, October 20, 2047, and January 20, 2048, subject to adjustment in
accordance with the modified following business day convention (adjusted). Each Interest
Payment Date during the 31-Year Floating Rate Period also will be an Interest Reset Date.

· Interest Determination Dates during the 31-Year Second London banking day prior to the applicable Interest Reset Date.
Floating Rate Period:

· Day Count Fraction:
30/360 during the 31-Year Fixed Rate Period, Actual/360 during the 31-Year Floating Rate
Period

· Optional Redemption:
We will have the option to redeem the 31-year fixed/floating rate notes, in whole at any
time or in part from time to time, on or after January 21, 2018 (or, if additional 31-year
fixed/floating rate notes are issued after January 20, 2017, on or

PS-5
Table of Contents
after the later of January 21, 2018 and six months after the issue date of such additional 31-
year fixed/floating rate notes), and prior to January 20, 2047, at the applicable "make-
whole" redemption price for the 31-year fixed/floating rate notes described below under the
heading "Specific Terms of the Notes--Optional Redemption of the Fixed/Floating Rate

Notes." We also will have the option to redeem the 31-year fixed/floating rate notes, in
whole, but not in part, on January 20, 2047 at 100% of the principal amount of the 31-year
fixed/floating rate notes being redeemed. If we redeem any 31-year fixed/floating rate
notes, we also will pay accrued and unpaid interest, if any, thereon, to, but excluding, the
redemption date.
Terms Applicable to Each Series of the Notes

· Record Dates for Interest Payments:
For book-entry only notes, one business day prior to the applicable Interest Payment Date.
If the notes are not held in book-entry only form, the record dates will be the fifteenth
calendar day preceding the applicable Interest Payment Date as originally scheduled to
occur.

· Repayment at Option of Holder:
None

· Listing:
None

· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-10.

· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the aggregate principal
amount of each series of notes initially being issued without notice to the holders of
existing notes of the relevant series by selling additional notes of that series having the
same terms, provided that such additional notes shall be fungible for U.S. federal income
tax purposes. However, any new notes of this kind may have a different offering price and
may begin to bear interest on a different date.
Optional Redemption of the Floating Rate Notes
We may redeem the floating rate notes, at our option, in whole, but not in part, on the Interest Payment Date on January 20, 2022, upon at
least 10 business days' but not more than 60 calendar days' prior written notice to holders of the floating rate notes as described in the attached
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424B5
prospectus, at a redemption price equal to 100% of the principal amount of the floating rate notes being redeemed, plus accrued and unpaid interest,
if any, thereon, to, but excluding, the redemption date.
Notwithstanding the foregoing, any interest on floating rate notes being redeemed that is due and payable on an Interest Payment Date falling
on or prior to a redemption date for such floating rate notes will be payable on such Interest Payment Date to holders of such floating rate notes
being redeemed as of the close of business on the relevant record date according to the terms of the floating rate notes and the Senior Indenture.

PS-6
Table of Contents
Unless we default on payment of the redemption price, interest will cease to accrue on the floating rate notes on the redemption date.
Optional Redemption of the Fixed/Floating Rate Notes
We may redeem the fixed/floating rate notes of any series, at our option, in whole, but not in part, on (a) January 20, 2022, for the 6-year
fixed/floating rate notes, (b) January 20, 2027, for the 11-year fixed/floating rate notes, and (c) January 20, 2047, for the 31-year fixed/floating rate
notes, in each case, upon at least 10 business days' but not more than 60 calendar days' prior written notice to holders of the fixed/floating rate
notes being redeemed at a redemption price equal to 100% of the principal amount of such fixed/floating rate notes, plus accrued and unpaid
interest, if any, thereon, to, but excluding, the applicable redemption date.
In addition, we may redeem the fixed/floating rate notes of any series, at our option, in whole at any time or in part from time to time, on or
after January 21, 2018 (or, if additional fixed/floating rate notes of any series are issued after January 20, 2017, then, for such series of
fixed/floating rate notes, on or after the later of January 21, 2018 and six months after the issue date of such additional fixed/floating rate notes),
and prior to (a) January 20, 2022, for the 6-year fixed/floating rate notes, (b) January 20, 2027, for the 11-year fixed/floating rate notes, and
(c) January 20, 2047, for the 31-year fixed/floating rate notes, in each case, upon at least 10 business days' but not more than 60 calendar days'
prior written notice to the holders of the fixed/floating rate notes being redeemed, at a "make-whole" redemption price equal to the greater of:
(i) 100% of the principal amount of the fixed/floating rate notes being redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of the scheduled payments of principal and interest
on the fixed/floating rate notes being redeemed, that would have been payable from the applicable redemption date to (A) January 20, 2022, for the
6-year fixed/floating rate notes, (B) January 20, 2027, for the 11-year fixed/floating rate notes, and (C) January 20, 2047, for the 31-year
fixed/floating rate notes (not including, for any such fixed/floating rate notes, interest accrued to, but excluding, the applicable redemption date), in
each case, discounted to the applicable redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the treasury rate plus (a) for the 6-year fixed/floating rate notes, 20 basis points, (b) for the 11-year fixed/floating rate notes, 25 basis points, and
(c) for the 31-year fixed/floating rate notes, 25 basis points,
plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the fixed/floating rate notes being
redeemed to, but excluding, the applicable redemption date.
Notwithstanding the foregoing, any interest on fixed/floating rate notes being redeemed that is due and payable on an Interest Payment Date
falling on or prior to a redemption date for such fixed/floating rate notes will be payable on such Interest Payment Date to holders of such
fixed/floating rate notes as of the close of business on the relevant record date according to the terms of such fixed/floating rate notes and the Senior
Indenture.
For the fixed/floating rate notes of any series being redeemed, in each case, "treasury rate" means, with respect to the applicable redemption
date, the rate per annum equal to: (1) the yield, under the heading that represents the average for the week immediately prior to the applicable
calculation date, appearing in the most recently published statistical release designated "H.15(519)," or any successor publication that is published
weekly by the Board of Governors of

PS-7
Table of Contents
the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption
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424B5
"Treasury Constant Maturities" for the maturity corresponding to the applicable comparable treasury issue; provided that, if no such maturity is
within three months before or after (a) January 20, 2022, for the 6-year fixed/floating rate notes, (b) January 20, 2027, for the 11-year
fixed/floating rate notes, and (c) January 20, 2047, for the 31-year fixed/floating rate notes, in each case, yields for the two published maturities
most closely corresponding to the applicable comparable treasury issue will be determined and the applicable treasury rate will be interpolated or
extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not
published during the week immediately prior to the applicable calculation date or does not contain such yields, the semi-annual equivalent yield to
maturity or interpolated maturity (on a day-count basis) of the applicable comparable treasury issue, calculated using a price for the applicable
comparable treasury issue (expressed as a percentage of its principal amount) equal to the related comparable treasury price for such redemption
date.
The applicable treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of
the fixed/floating rate notes being redeemed.
For the fixed/floating rate notes of any series being redeemed, in each case, in determining the applicable treasury rate, the below terms will
have the following meaning:
"comparable treasury issue" means, with respect to the applicable redemption date for the fixed/floating rate notes being redeemed, the
U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated (on a day-count basis) maturity comparable
to the remaining term of such fixed/floating rate notes, as if such fixed/floating rate notes matured on (1) January 20, 2022, for the 6-year
fixed/floating rate notes, (2) January 20, 2027, for the 11-year fixed/floating rate notes, and (3) January 20, 2047, for the 31-year fixed/floating
rate notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such fixed/floating rate notes as if such fixed/floating rate notes matured on
(a) January 20, 2022, for the 6-year fixed/floating rate notes, (b) January 20, 2027, for the 11-year fixed/floating rate notes, and (c) January 20,
2047, for the 31-year fixed/floating rate notes.
"comparable treasury price" means, with respect to any applicable redemption date, (1) the average of five reference treasury dealer
quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the quotation agent
obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.
"quotation agent" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, or its successor, or, if that firm is unwilling or unable to
select the comparable treasury issue, an investment bank of national standing appointed by us.
"reference treasury dealer" means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, unless that firm ceases to be a primary U.S.
government securities dealer in New York City (referred to in this pricing supplement as a "primary treasury dealer"), in which case we will
substitute another primary treasury dealer, and (2) four other primary treasury dealers that we may select.
"reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the average, as
determined by the quotation agent, of the bid and asked prices for the applicable comparable treasury issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.

PS-8
Table of Contents
Unless we default on payment of the applicable redemption price, interest will cease to accrue on the applicable fixed/floating rate notes or
portions thereof called for redemption on the applicable redemption date. If fewer than all of the applicable fixed/floating rate notes of any series
are to be redeemed, for so long as such fixed/floating rate notes are in book-entry only form, such fixed/floating rate notes to be redeemed will be
selected in accordance with the procedures of The Depository Trust Company.
Because Merrill Lynch, Pierce, Fenner & Smith Incorporated is our affiliate, the economic interests of Merrill Lynch, Pierce, Fenner &
Smith Incorporated may be adverse to your interests as a holder of the fixed/floating rate notes subject to our redemption, including with respect to
certain determinations and judgments it must make as quotation agent in the event that we redeem the fixed/floating rate notes before their
maturity pursuant to the "make-whole" optional redemption described above. Merrill Lynch, Pierce, Fenner & Smith Incorporated is obligated to
carry out its duties and functions as quotation agent in good faith.

PS-9
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Table of Contents
SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST
On January 17, 2017, we entered into an agreement with the selling agents identified below for the purchase and sale of the 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 notes shown
opposite its name in the table below at the public offering price set forth above.

Principal
Principal
Principal
Principal
Amount of
Amount of
Amount of
Amount of
6-Year
11-Year Fixed/
31-Year Fixed/
Floating
Fixed/Floating
Floating Rate
Floating Rate
Selling Agent

Rate Notes

Rate Notes

Notes

Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 600,000,000
$ 1,200,000,000
$ 2,000,000,000
$
1,600,000,000
ANZ Securities, Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
BBVA Securities Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Danske Markets Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
HSBC Securities (USA) Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
ING Financial Markets LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Lloyds Securities Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Mizuho Securities USA Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
MUFG Securities America Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
nabSecurities, LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Natixis Securities Americas LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Nykredit Bank A/S

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Rabo Securities USA, Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
RBC Capital Markets, LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
RBS Securities Inc. (marketing name NatWest Markets)

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Santander Investment Securities Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Scotia Capital (USA) Inc.

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
SG Americas Securities, LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Standard Chartered Bank

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
UniCredit Capital Markets LLC

$
7,500,000
$
15,000,000
$
25,000,000
$
20,000,000
Academy Securities, Inc.

$
1,875,000
$
3,750,000
$
6,250,000
$
5,000,000
Samuel A. Ramirez & Company, Inc.

$
1,875,000
$
3,750,000
$
6,250,000
$
5,000,000
Siebert Cisneros Shank & Co., L.L.C.

$
1,875,000
$
3,750,000
$
6,250,000
$
5,000,000
The Williams Capital Group, L.P.

$
1,875,000
$
3,750,000
$
6,250,000
$
5,000,000

Total

$ 750,000,000
$ 1,500,000,000
$ 2,500,000,000
$
2,000,000,000

The selling agents may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.200% of the
principal amount of the floating rate notes, 0.200% of the principal amount of the 6-year fixed/floating rate notes, 0.250% of the principal amount
of the 11-year fixed/floating rate notes, and 0.500% of the principal amount of the 31-year fixed/floating rate notes, and the selling agents and those
dealers may resell the notes to other dealers at a reallowance discount which will not exceed 0.150% of the principal amount of the floating rate
notes, 0.150% of the principal amount of the 6-year fixed/floating rate notes, 0.200% of the principal amount of the 11-year fixed/floating rate
notes, and 0.350% of the principal amount of the 31-year fixed/floating rate notes.
After the initial offering of the notes, the concessions and reallowance discounts for the notes may change.
We estimate that the total offering expenses for the notes, excluding the selling agents' commissions, will be approximately $2,129,350.

PS-10
Table of Contents
Merrill Lynch, Pierce, Fenner & Smith Incorporated is our wholly-owned subsidiary, and we will receive the net proceeds of the offering.
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.
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424B5
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 notes offered hereby. Any such short positions could adversely affect future trading prices of the 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.
Each of Nykredit Bank A/S and Standard Chartered Bank will not effect any offers or sales of any 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.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the notes offered hereby have been
completed and executed by BAC, and authenticated by the trustee, 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 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 of this pricing supplement 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, 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 January 13, 2017, which has been filed as an exhibit to BAC's Current Report on Form 8-K dated January 13, 2017.

PS-11
Table of Contents

Medium-Term Notes, Series M
We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series M. The specific terms of any notes that we offer
will be determined before each sale and will be described in a separate pricing supplement, prospectus addendum and/or other prospectus
supplement (each, a "supplement"). Terms may include:

· Priority: senior or subordinated
· Maturity: 365 days (one year) 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
· Base floating rates of interest:

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

applicable supplement

LIBOR

EURIBOR

prime rate
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424B5

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 broker-dealer 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.

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 May 1, 2015
January 13, 2017
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Purchase Contracts

47
About this Prospectus Supplement

S-3
General

47
Risk Factors

S-5
Purchase Contract Property

47
Financial Consequences to Unsecured Debtholders of Single Point of Entry
Information in Supplement

48
Resolution Strategy

S-10
Prepaid Purchase Contracts; Applicability of Indenture

49
Description of the Notes

S-11
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection
49
General

S-11
Pledge by Holders to Secure Performance

50
Types of Notes

S-12
Settlement of Purchase Contracts That Are Part of Units

50
Payment of Principal, Interest, and Other Amounts Due

S-14
Failure to Holder to Perform Obligations

50
Ranking

S-16
Description of Units

51
Remedies

S-17
General

51
Redemption

S-19
Unit Agreements; Prepaid, Non-Prepaid, and Other

51
Repayment

S-19
Modification

52
Reopenings

S-20
Enforceability of Rights of Unitholders; No Trust Indenture Act
Extendible/Renewable Notes

S-20
Protection

52
Other Provisions

S-20
Description of Preferred Stock

53
Repurchase

S-20
General

53
Form, Exchange, Registration, and Transfer of Notes

S-20
Dividends

54
U.S. Federal Income Tax Considerations

S-21
Voting

54
Supplemental Plan of Distribution (Conflicts of Interest)

S-21
Liquidation Preference

54
Selling Restrictions

S-24
Preemptive Rights

55
Legal Matters

S-33
Existing Preferred Stock

55

Page
Additional Classes or Series of Stock

85
Prospectus

Description of Depositary Shares

85
About this Prospectus

3
General

85
Prospectus Summary

4
Terms of the Depositary Shares

85
Risk Factors

9
Withdrawal of Preferred Stock

86
Currency Risks

9
Dividends and Other Distributions

86
Reform of LIBOR and EURIBOR and Proposed Regulation of These
Redemption of Depositary Shares

86
and Other "Benchmarks"

11
Voting the Deposited Preferred Stock

87
Risks Related to our Common Stock and Preferred Stock

13
Amendment and Termination of the Deposit Agreement

87
Other Risks

14
Charges of Depository

87
Bank of America Corporation

16
Miscellaneous

88
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Document Outline

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