Obbligazione America Bank Corporation 0% ( US06048WPC81 ) in USD

America Bank Corporation

100 USD ▲

Stati Uniti

US06048WPC81 ( in USD )

06/08/2033

Prospetto opuscolo dell'obbligazione Bank of America Corporation US06048WPC81 en USD 0%, scadenza 06/08/2033

1 000 USD

11 000 000 USD

06048WPC8

A- ( Upper medium grade - Investment-grade )

Bank of America Corporation è una delle maggiori istituzioni finanziarie globali, offrendo una vasta gamma di servizi bancari e finanziari a privati, aziende e istituzioni.

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WPC81, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 06/08/2033

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WPC81, was rated NR by Moody's credit rating agency.

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WPC81, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...
424B2 1 e54909_424b2.htm PRICING SUPPLEMENT NO. 1208
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount
Offering
Aggregate
Amount of
to be
Price Per
Offering
Registration
Title of Each Class of Securities to be Registered
Registered
Unit
Price
Fee(1)
20-Year Capped Notes Linked to the Difference between the 30-Year and the
11,000
$1,000
$11,000,000
$1,500.40
2-Year U.S. Dollar Constant Maturity Swap Rates, due August 6, 2033
(1)Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

1 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

Filed pursuant to Rule 424(b)(2)
Registration No. 333-180488

Pricing Supplement No. 1208
(To Prospectus dated March 30, 2012
and Series L Prospectus Supplement dated March 30, 2012)
August 1, 2013

$11,000,000
20-Year Capped Notes Linked to the Difference between the 30-Year and the 2-Year U.S. Dollar Constant Maturity Swap Rates, due August
6, 2033
·
The notes are senior unsecured debt securities issued by Bank of America Corporation. All payments due on the notes, including the repayment of principal and
any accrued and unpaid interest, will be subject to our credit risk.
·
The notes will be issued in minimum denominations of $1,000, and whole multiples of $1,000.
·
The notes are designed for investors who wish to receive quarterly interest income, where, as described below, after the first year of the notes, the amount of such
interest depends on the amount by which the Spread Differential exceeds the Strike (each as defined below) as of the applicable interest determination date (as
defined below).
·
Interest will be paid quarterly on February 6, May 6, August 6 and November 6 of each year, beginning on November 6, 2013.
· During the first four quarterly interest periods, interest on the notes will accrue at the rate of 9.50% per annum.
· During each subsequent quarterly interest period beginning on August 6, 2014, interest on the notes will accrue at a rate per annum equal to the product of (a) 4
and (b) the amount by which the 30-year U.S. Dollar Constant Maturity Swap Rate exceeds the 2-year U.S. Dollar Constant Maturity Swap Rate on the
applicable interest determination date, each expressed as a percentage (such amount, which may be negative, the "Spread Differential"), minus the Strike. The
Strike is 0.25%. In no event will the interest rate applicable to any interest period after the first four quarterly interest periods be greater than 9.25% per annum
or less than 0.00% per annum.
We further describe how to determine the interest payable on the notes beginning on page PS-14.
·
At maturity, you will receive a cash payment equal to the principal amount of the notes, plus any accrued but unpaid interest.
·
Prior to maturity, the notes are not redeemable at our option or repayable at your option.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WPC8.
·
The notes have been offered at varying public offering prices related to prevailing market prices. The public offering price will include accrued interest from
August 6, 2013, if settlement occurs after that date.
·
The initial estimated value of the notes is less than the public offering price. As of August 1, 2013 (the "pricing date"), the initial estimated value of the notes is
$872.90 per $1,000 in principal amount. See "Summary" on the following page, "Risk Factors" beginning on page PS-9 of this pricing supplement and "Structuring
the Notes" on page PS-22 of this pricing supplement for additional information. The actual value of your notes at any time will reflect many factors and cannot be
predicted with accuracy.
·
The purchase price of the notes to the selling agent will be 95.99% of the principal amount of the notes.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other
bank, are not insured by the Federal Deposit Insurance Corporation (the "FDIC") or any other governmental agency and involve investment risks. Potential
purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-9 of this pricing supplement, page S-5 of the attached prospectus
supplement, and page 8 of the attached prospectus. There are important differences between the notes and a conventional debt security, including different
investment risks and certain additional costs.
None of the Securities and Exchange Commission (the "SEC"), 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, or the accompanying prospectus supplement or prospectus. Any representation to the
contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on August 6, 2013 against payment in immediately available funds.
BofA Merrill Lynch
Selling Agent

2 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

TABLE OF CONTENTS
Page
SUMMARY
PS-3
RISK FACTORS
PS-9
USE OF PROCEEDS
PS-13
DESCRIPTION OF THE NOTES
PS-14
THE 30-YEAR U.S. DOLLAR CONSTANT MATURITY SWAP RATE (CMS30) AND THE 2-YEAR U.S. DOLLAR CONSTANT
PS-17
MATURITY SWAP RATE (CMS2)
SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
PS-21
STRUCTURING THE NOTES
PS-22
VALIDITY OF THE NOTES
PS-22
U.S. FEDERAL INCOME TAX SUMMARY
PS-23
ERISA CONSIDERATIONS
PS-31

3 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

SUMMARY
This summary includes questions and answers that highlight selected information from this pricing supplement and the accompanying prospectus supplement
and prospectus to help you understand these notes. You should read carefully the entire pricing supplement, prospectus supplement, and prospectus to understand fully
the terms of the notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should
review carefully the section in this pricing supplement entitled "Risk Factors," which highlights a number of risks, to determine whether an investment in the notes is
appropriate for you. If information in this pricing supplement is inconsistent with the prospectus supplement or prospectus, this pricing supplement will supersede those
documents.
Certain capitalized terms used and not defined in this pricing supplement have the meanings ascribed to them in the prospectus supplement and prospectus.
You are urged to consult with your own attorneys and business and tax advisors before making a decision to purchase any of the notes.
Payments on the notes depend on our credit risk and on the performance of the CMS30 relative to the CMS2. The economic terms of the notes are based on the
rate we would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements we enter into. The
implied borrowing rate for market-linked notes is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities. This
difference in borrowing rate, as well as the underwriting discount and the hedging related charges described below, reduced the economic terms of the notes to you and
the initial estimated value of the notes. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.
As of the pricing date, the initial estimated value of the notes is $872.90 per $1,000 in principal amount. For more information about the initial estimated value
and the structuring of the notes, see "Risk Factors" beginning on page PS-9 and "Structuring the Notes" on page PS-22.
The information in this "Summary" section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the
accompanying prospectus supplement and prospectus. You should rely only on the information contained in this pricing supplement and the accompanying prospectus
supplement and prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. Neither we nor the selling agent is making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this pricing supplement, the accompanying prospectus supplement, and prospectus is accurate only as of the date on their
respective front covers.
Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to "we," "us," "our," or similar references are to
Bank of America Corporation.
What are the notes?
The notes are senior debt securities issued by Bank of America Corporation, and are not guaranteed or insured by the FDIC or secured by collateral. The
notes will rank equally with all of our other unsecured senior indebtedness from time to time outstanding, and any payments due on the notes, including any
repayment of principal, will be subject to our credit risk. The notes will mature on August 6, 2033.
The notes differ from traditional debt securities in that their return is linked to the performance of the 30-year and 2-year U.S. Dollar Constant Maturity Swap
Rates. The notes are designed for investors who wish to receive quarterly interest income, and are willing to accept that after the first four quarterly interest periods, the
amount of interest payable depends on the amount by which the 30-year U.S. Dollar Constant Maturity Swap Rate exceeds the 2-year U.S. Dollar Constant Maturity
Swap Rate (such amount, which may be negative, the "Spread Differential") as of the applicable interest determination date, minus the Strike, as described below.
However, in no event will the interest rate applicable to any interest

PS-3

4 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

period after the first four quarterly interest periods be greater than 9.25% per annum or less than 0.00% per annum. Interest payable on the notes after August 6, 2014
may be more or less than the rate that we would pay on a conventional fixed-rate or floating-rate debt security with the same maturity, and may be 0.00% per annum.
Investors in the notes should have a view as to U.S. Dollar Constant Maturity Swap Rates and related interest rate movements, must be willing to forgo
guaranteed market rates of interest for most of the term of their investment in the notes, and must be willing to accept that the interest rate after the first four quarterly
interest periods is capped at 9.25% per annum and may be 0.00% per annum.
Will you receive interest on the notes?
Yes. During the first four quarterly interest periods, interest on the notes will accrue at the rate of 9.50% per annum; and during subsequent quarterly interest
periods, the amount of interest will depend on the amount by which the Spread Differential exceeds the Strike, determined as of the applicable interest determination
date, as described in this pricing supplement. However, in no event will the interest rate applicable to any interest period after the first four quarterly interest periods
be greater than 9.25% per annum or less than 0.00% per annum. Interest will be calculated on the basis of a 360-day year of twelve 30-day months.
Will you receive your principal at maturity?
Yes. If you hold the notes until maturity, you will receive your principal amount and any accrued and unpaid interest on the notes, subject to our credit risk. See
"Risk Factors--Payments on the notes are subject to our credit risk, and changes in our credit ratings are expected to affect the value of the notes." However, if you sell
the notes prior to maturity, you may find that the market value of the notes may be less than the principal amount of the notes.
How will the quarterly rate of interest on the notes be determined?
For each quarterly interest period, the calculation agent will determine the applicable annualized interest rate as follows:
(a) From and including August 6, 2013 to but excluding August 6, 2014, interest on the notes will accrue at the rate of 9.50% per annum.
(b) During each subsequent quarterly interest period beginning on August 6, 2014, interest will accrue at a rate per annum equal to:
4 × (CMS30 CMS2 Strike)
In no event will the interest rate applicable to any interest period after the first four quarterly interest periods be greater than 9.25% per annum or less than
0.00% per annum.
There can be no assurance that the interest rate payable on the notes during these quarterly interest periods will be similar to, or greater than, the interest that is
payable on a conventional debt security.
The Strike is 0.25%.
Each quarterly interest period (other than the first quarterly interest period) will commence on, and will include, an interest payment date, and will extend to,
but will exclude, the next succeeding interest payment date. The first quarterly interest period will commence on, and will include, August 6, 2013, and will extend to,
but will exclude, November 6, 2013.
The interest due for each quarterly interest period will be paid on the following interest payment dates: February 6, May 6, August 6 and November 6 of each
year, beginning on November 6, 2013, and ending on the maturity date.
PS-4

5 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

"CMS30" means the 30-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the Reuters Screen ISDAFIX3 Page, at 11:00
a.m., New York City time, on the applicable interest determination date.
"CMS2" means the 2-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the Reuters Screen ISDAFIX3 Page, at 11:00
a.m., New York City time, on the applicable interest determination date.
The "interest determination date" for each quarterly interest period after the first four quarterly interest periods will be the second U.S. Government Securities
Business Day (as defined below) prior to the beginning of the applicable quarterly interest period.
A "U.S. Government Securities Business Day" means any day, other than a Saturday, Sunday, or a day on which the Securities Industry and Financial Markets
Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S.
government securities.

PS-5

6 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

Examples: Below are four examples of the calculation of the annualized interest rate payable on a quarterly interest payment date after August 6, 2014 for the
notes, based on the Strike of 0.25%. These examples are for purposes of illustration only. The actual annualized interest rate to be applied in calculating the interest
payable on the notes for any quarterly interest period after the first four quarterly interest periods will depend on the actual levels of CMS30 and CMS2 and the actual
Spread Differential (i.e., CMS30 CMS2) on the applicable interest determination date.
Example 1: The hypothetical CMS30 is substantially greater than the hypothetical CMS2 on the interest determination date, and the hypothetical Spread
Differential is greater than the Strike:
Hypothetical CMS30:
6.25%
Hypothetical CMS2:
2.00%
Strike:
0.25%
4 × (6.25% 2.00% 0.25%) = 16.00%
Interest rate payable for that quarterly interest period = 9.25% per annum (the interest rate cannot be greater than 9.25% per annum)
Example 2: The hypothetical CMS30 is greater than the hypothetical CMS2 on the interest determination date, and the hypothetical Spread Differential is
greater than the Strike:
Hypothetical CMS30:
3.25%
Hypothetical CMS2:
2.35%
Strike:
0.25%
4 × (3.25% 2.35% 0.25%) = 2.60%
Interest rate payable for that quarterly interest period = 2.60% per annum
Example 3: The hypothetical CMS30 is greater than the hypothetical CMS2 on the interest determination date, but the hypothetical Spread Differential is less
than the Strike:
Hypothetical CMS30:
2.40%
Hypothetical CMS2:
2.35%
Strike:
0.25%
4 × (2.40% 2.35% 0.25%) = - 0.80%
Interest rate payable for that quarterly interest period = 0.00% per annum (the interest rate cannot be less than 0.00% per annum)
Example 4: The hypothetical CMS30 is less than the hypothetical CMS2 on the interest determination date:
Hypothetical CMS30:
3.75%
Hypothetical CMS2:
4.00%
Strike:
0.25%
4 × (3.75% 4.00% 0.25%) = -2.00%
Interest rate payable for that quarterly interest period = 0.00% per annum (the interest rate cannot be less than 0.00% per annum)

PS-6

7 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

Is it possible that I will not receive any interest for any quarterly interest period after the first four quarterly interest periods?
Yes. After the first four quarterly interest periods, if the Spread Differential is less than or equal to the Strike on the applicable interest determination date, you
will not receive any interest for that period. This will be the case for an interest period even if the Spread Differential exceeds the Strike on one or more days after the
applicable interest determination date.
After the first four quarterly interest periods, is the interest rate on the notes limited in any way?
Yes. The interest rate payable on the notes in all quarterly interest periods after the first four quarterly interest periods will not exceed 9.25% per annum, even
if CMS30 significantly exceeds CMS2 on each interest determination date.
Who will determine the interest rate applicable to each interest amount?
A calculation agent will make all the calculations associated with determining each interest payment. We have appointed our subsidiary, Merrill Lynch Capital
Services, Inc. ("MLCS"), to act as calculation agent. See the section entitled "Description of the Notes--Role of the Calculation Agent."
What do CMS30 and CMS2 measure?
CMS30 and CMS2 are "constant maturity swap rates" that measure the fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dollar interest
rate swap transaction with a maturity of 30 years and two years, respectively. In such a hypothetical swap transaction, the fixed rate of interest, payable semi-annually
on the basis of a 360-day year consisting of twelve 30-day months, is exchangeable for a floating 3-month LIBOR-based payment stream that is payable quarterly on the
basis of the actual number of days elapsed during a quarterly period in a 360-day year. "LIBOR" is the London Interbank Offered Rate and is a common rate of interest
used in the swaps industry. See the section entitled "The 30-Year U.S. Dollar Constant Maturity Swap Rate (CMS30) and The 2-Year U.S. Dollar Constant Maturity
Swap Rate (CMS2)." The Spread Differential measures the steepness of the swap rate curve from the two-year maturity point to the 30-year maturity point on the curve.
What have been the historic levels of CMS30 and CMS2?
We have included a table and a graph showing the historical month-end and daily spread, respectively, between CMS30 and CMS2 from January 2008 through
July 2013, in the section entitled "The 30-Year U.S. Dollar Constant Maturity Swap Rate (CMS30) and The 2-Year U.S. Dollar Constant Maturity Swap Rate (CMS2)."
We have provided this historical information to help you evaluate the behavior of these rates in various periods. However, past behavior of these rates is not
necessarily indicative of how they will perform in the future.
Who is the selling agent for the notes?
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is acting as our selling agent in connection with this offering and will be compensated based
on the total principal amount of notes sold. The selling agent is not your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon
this pricing supplement, or the accompanying prospectus or prospectus supplement as investment advice or a recommendation to purchase the notes. You should make
your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.
How are the notes being offered?
We have registered the notes with the SEC in the U.S. However, we are not registering the notes for public distribution in any jurisdiction other than the U.S.
The selling agent may solicit offers to purchase the notes from non-U.S. investors in reliance on available private placement exemptions. See the section entitled
"Supplemental Plan of Distribution--Selling Restrictions" in the prospectus supplement.
PS-7

8 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

How are the notes treated for U.S. federal income tax purposes?
We intend to take the position that the notes will be treated as contingent payment debt instruments for U.S. federal income tax purposes. Assuming the n
are properly treated as contingent payment debt instruments, you will be required to include income on the notes over their term based upon a comparable yield.
If you are a Non-U.S. Holder, payments on the notes generally will not be subject to U.S. federal income or withholding tax, as long as you provide us w
required completed tax forms.
See the section entitled "U.S. Federal Income Tax Summary."
Will the notes be listed on an exchange?
No. The notes will not be listed on any securities exchange, and a market for them may never develop.
Does ERISA impose any limitations on purchases of the notes?
Yes. An employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 (commonly re
to as "ERISA") or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or the "Code," including individual retirement accou
individual retirement annuities or Keogh plans, or any entity the assets of which are deemed to be "plan assets" under the ERISA regulations, should not purchase
or dispose of the notes unless that plan or entity has determined that its purchase, holding, or disposition of the notes will not constitute a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code.
Any plan or entity purchasing the notes will be deemed to be representing that it has made such determination, or that a prohibited transaction class exem
("PTCE") or other statutory or administrative exemption exists and can be relied upon by such plan or entity. See the section entitled "ERISA Considerations."
Are there any risks associated with your investment?
Yes. An investment in the notes is subject to risk. Please refer to the section entitled "Risk Factors" on the next page of this pricing supplement and page
the prospectus supplement.
PS-8

9 of 33
8/5/2013 2:22 PM

http://www.sec.gov/Archives/edgar/data/70858/000089109213006788/e...

RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase the notes
should be made only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your
particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial
matters in general.
It is possible that after the first four quarterly interest periods, you may not earn a return on your investment. The interest payable on the notes during
any quarterly interest period, except for the first four quarterly interest periods, will depend on the amount by which the Spread Differential exceeds the Strike,
determined as of the relevant interest determination date. As a result, you could receive little or no payment of interest on one or more of the interest payment dates
(except for the first four interest payment dates) during the term of the notes. If the Spread Differential is constantly less than or equal to the Strike on each interest
determination date over the term of the notes, even if the Spread Differential exceeds the Strike during other days during each quarterly interest period, your return on
the notes would be limited to the first four quarterly fixed interest payments.
We have no control over various matters, including economic, financial and political events, which may affect the levels of CMS30 and CMS2, and thus the
Spread Differential. In recent years, the Spread Differential has been volatile, and such volatility may be expected in the future. However, historical performance is not
necessarily indicative of what may occur in the future. You should have a view as to U.S. Dollar Constant Maturity Swap Rates and related interest rate movements, and
must be willing to forgo guaranteed market rates of interest for most of the term of the notes, before investing.
Your return is limited by the cap on the interest rate. The interest rate applicable to any interest period after the first four quarterly interest periods will not
be greater than 9.25% per annum. Accordingly, if the Spread Differential exceeds the Strike on any interest determination date during the term of the notes, your return
on the notes may not reflect the full extent of that differential. In addition, the Strike reduces the interest rate based on the Spread Differential applicable to any interest
period after the first four quarterly interest periods.
Your yield may be less than the yield on a conventional debt security of comparable maturity. The yield that you receive on the notes may be less than the
return you would earn if you purchased a conventional debt security with the same maturity date. As a result, your investment in the notes may not reflect the full
opportunity cost to you when you consider factors that affect the time value of money.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the
notes. The notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability to
repay our obligations on the applicable payment date. This will be the case even if the difference between CMS30 and CMS2 increases after the pricing date. No
assurance can be given as to what our financial condition will be at any time during the term of the notes or on the maturity date. If we default upon our financial
obligations, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness and actual or
anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value of the notes.
However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference between CMS30 and CMS2
during the term of the notes, an improvement in our credit ratings will not reduce the other investment risks related to the notes.
You must rely on your own evaluation of the merits of an investment linked to U.S. Dollar Constant Maturity Swap Rates. In the ordinary course of their
businesses, we or our affiliates may have expressed views on expected movements in the U.S. Dollar Constant Maturity Swap Rates and related interest rates, and may
do so in the future. These views or reports may be communicated to our clients and clients of our affiliates. However, these views are subject to change from time to
time. Moreover,
PS-9
10 of 33
8/5/2013 2:22 PM