Obligation America Bank Corporation 0% ( US06048WPT17 ) en USD

America Bank Corporation

104.068 % ▲

Etas-Unis

US06048WPT17 ( en USD )

0%

09/10/2024 - Obligation échue

Prospectus brochure de l'obligation Bank of America Corporation US06048WPT17 en USD 0%, échue

1 000 USD

42 800 000 USD

06048WPT1

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine.

L'obligation américaine émise par Bank of America Corporation (ISIN : US06048WPT17, CUSIP : 06048WPT1), d'une taille totale de 42 800 000 USD avec un prix actuel de marché de 104,068 %, un taux d'intérêt de 0 %, une maturité au 09/10/2024, une fréquence de paiement semestrielle, une taille minimale d'achat de 1 000 USD, et notée A- par S&P et A1 par Moody's, est arrivée à maturité et a été remboursée.

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424B2 1 e60819_424b2.htm PRICING SUPPLEMENT
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed
Amount
Offering
Maximum
Amount of
Title of Each Class of
to be
Price Per
Aggregate
Registration
Securities to be Registered
Registered
Unit
Offering Price
Fee(1)
Floating Rate Linked Notes, due
42,800
$1,000
$42,800,000
$4,973.36
October 9, 2024, Linked to the
Consumer Price Index
(1)Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to
Rule 424(b)(2)
Registration No.
333-180488
Pricing Supplement No. 1380
(To Prospectus dated March 30, 2012
and Series L Prospectus Supplement dated March 30, 2012)
September 30, 2014
$42,800,000
Floating Rate Linked Notes, due October 9, 2024, Linked to the Consumer Price Index
The notes are senior unsecured debt securities issued by Bank of America Corporation. All payments due on the notes, including the
x
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.
x
The notes are designed for investors who wish to receive quarterly interest income, where, as described below, the amount of such
x
interest depends on the level of the Consumer Price Index (the "CPI").
Interest will be paid on January 9, April 9, July 9 and October 9 of each year, beginning January 9, 2015.
x
The annualized interest rate for each quarterly interest period will equal the sum of (a) the applicable CPI Inflation Adjustment (as
x
defined below) plus (b) the Spread (as defined below).
It is possible that you will not receive any interest payments on the notes. However, in no event will the annualized interest rate
x
applicable to any interest period be less than 0.00%. We further describe how to determine the interest payable on the notes beginning
on page PS-4.
As described in more detail below, the CPI Inflation Adjustment will equal the percentage change in the CPI between (a) the month
x
that is 15 months prior to the month in which the applicable interest payment is scheduled to occur and (b) the month that is three
months prior to the month in which the applicable interest payment is scheduled to occur.
The Spread is 1.20%.
x
At maturity, you will receive a cash payment equal to the principal amount of the notes, plus any accrued but unpaid interest.
x
Prior to maturity, the notes are not redeemable at our option or repayable at your option.
x
The notes will not be listed on any securities exchange.
x
The CUSIP number for the notes is 06048WPT1.
x
The initial estimated value of the notes is less than the public offering price. As of September 30, 2014 (the "pricing date"), the
x
initial estimated value of the notes is approximately $954.10 per $1,000 in principal amount. See "Summary" on page PS-3 of this
pricing supplement, "Risk Factors" beginning on page PS-9 of this pricing supplement and "Structuring the Notes" on page PS-21 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 is 99.25% of the principal amount of the notes.
x
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 or about October 9, 2014 against payment in
immediately available funds.
BofA Merrill Lynch
Selling Agent
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TABLE OF CONTENTS
Page
SUMMARY
PS-3
RISK FACTORS
PS-9
USE OF PROCEEDS
PS-13
DESCRIPTION OF THE NOTES
PS-14
THE CONSUMER PRICE INDEX
PS-17
SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
PS-20
STRUCTURING THE NOTES
PS-21
VALIDITY OF THE NOTES
PS-21
U.S. FEDERAL INCOME TAX SUMMARY
PS-22
ERISA CONSIDERATIONS
PS-24
PS-2
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SUMMARY
This summary includes questions and answers that highlight selected information from this pricing supplement and th
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 determin
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 CPI. The economic terms of the notes
are based on our internal funding rate, which is 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. Our internal funding rate is typically lowe
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 $954.10 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-21.
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 th
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?
PS-3
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
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any payments due on the notes, including any repayment of principal, will be subject to our credit risk.
The notes differ from traditional debt securities in that their return will be linked to changes in the CPI (as defined
below). Interest payable on the notes 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 the CPI and related interest rate movements, must be willing to forgo
guaranteed market rates of interest for the term of their investment in the notes, and must be willing to accept that the interest
rate may be 0.00% per annum.
Will you receive interest on the notes?
Yes, subject to the following terms. The amount of interest due for any interest period will be determined based on a
rate equal to the sum of (a) the applicable CPI Inflation Adjustment (as determined by the calculation agent) plus (b) the
Spread.
The annualized interest rate for each quarterly interest period may be as low as 0.00%. However, in no event will the
annualized interest rate applicable to any interest period be less than 0.00%. The interest payment for each interest period will
be paid on January 9, April 9, July 9 and October 9 of each year, beginning January 9, 2015.
Interest is computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date or the
maturity date of the notes falls on a day that is not a business day (as defined below), we will make the required payment on th
next business day, and no additional interest will accrue in respect of the payment made on the next business day.
Are the notes equity or debt securities?
The notes are our senior debt securities. However, these notes differ from traditional debt securities in that they
contain a derivative component. The interest that we will pay to you on the notes 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. The notes have been designed for
investors who are willing to forgo guaranteed market rates of interest on their investment, such as fixed or floating interest rate
paid on conventional non-callable debt securities.
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?
PS-4
The calculation agent will determine the applicable interest rate for each quarterly interest period using the following
formula:
Interest Rate = CPI Inflation Adjustment + Spread
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In no event will the annualized interest rate applicable to any interest period be less than 0.00%.
The CPI Inflation Adjustment for each interest period will be determined by the calculation agent using the following
formula and then expressed as a percentage:
"CPIA" means the level of the CPI first published by the Bureau of Labor Statistics of the U.S. Department of Labor
(the "BLS," or the "Index Sponsor," without regard to any subsequent corrections or revisions to that first published level) for
the month that is three calendar months prior to the month in which the relevant interest payment is scheduled to occur. For
example, CPIA for the interest to be paid in January of each year will be the CPI for October of the prior year.
"CPIB" means the level of the CPI first published by the Index Sponsor (without regard to any subsequent corrections
or revisions of that first published level) for the month that is one year prior to the month used to determine CPIA.
The CPI Inflation Adjustment will be rounded to the nearest one-hundred thousandth of a percent.
The Spread is 1.20%.
What does the CPI measure?
The CPI is the non-revised index of Consumer Prices for All Urban Consumers before seasonal adjustment (CPI-U
NSA) published by the BLS. The CPI is a measure of the prices paid by urban consumers in the U.S. for a fixed market basket
of goods and services, including food, clothing, shelter, fuels, transportation, drugs, and charges for doctor and dentist services
In calculating the CPI, prices for the various items are averaged together with weights that represent their importance in the
spending of urban households in the U.S. The BLS periodically updates the contents of the market basket of goods and service
and the weights assigned to the various items to take into account changes in consumer expenditure patterns. The CPI is
expressed in relative terms in relation to a time base reference period for which the level is set at 100.000. The base reference
period for the CPI is the 1982-1984 average. The CPI for a particular calendar month is published during the following month.
What have been the historic levels of the CPI?
There have been periods of volatility in the CPI, and such volatility may occur in the future. The table on page PS-18
shows the monthly levels of the CPI since January 2000. However, it is not possible to accurately predict the levels of the CPI
or the performance of the notes in the future. Past levels of the CPI are not necessarily indicative of future levels for any other
period.
How will you be able to find the level of the CPI?
PS-5
You can obtain the level of the CPI from Bloomberg® using the symbol "CPURNSA <Index>", or from the BLS's
internet website at www.bls.gov/cpi/home.htm. Please note that any information available from these sources is not part of, nor
should it be deemed to be incorporated into, this pricing supplement.
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Examples: Below are three examples of the calculation of the annualized interest rate payable on January 9, 2015 for the notes
The examples are based on the Spread of 1.20%. The CPI for October 2013 (the CPIB) was 233.546. These examples are for
purposes of illustration only. The actual annualized interest rate to be applied in calculating the interest payable on the notes fo
any interest period will depend on the actual levels of the CPI for the relevant months.
Example 1: In this example, suppose the hypothetical CPI for October 2014 (the CPIA) is 208.220, which is less than
CPIB. The hypothetical annualized rate of interest for the interest payment to be made on January 9, 2015 would be:
= -9.644116%
Because the annualized interest rate applicable to any interest period may not be less than 0.00%, the hypothetical
interest rate for the quarterly interest period in this example would be equal to 0.00%.
Example 2: In this example, suppose the hypothetical CPI for October 2014 (the CPIA) is 235.946. The hypothetica
annualized rate of interest for the interest payment to be made on January 9, 2015 would be:
= 2.227635%
Example 3: In this example, suppose the hypothetical CPI for October 2014 (the CPIA) is 241.713. The hypothetica
annualized rate of interest for the interest payment to be made on January 9, 2015 would be:
= 4.696956%
PS-6
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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."
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 th
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 intend to treat the notes as "variable rate debt instruments" for U.S. federal income tax purposes, and the balance
of this discussion assumes that this characterization is proper and will be respected. Under this characterization, interest on a
note generally will be included in the income of a U.S. Holder as ordinary income at the time it is accrued or is received in
accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.
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 notes 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 with the 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 referred to as "ERISA") or a plan that is subject to Section 4975 of the Internal Revenue Cod
of 1986, as amended (the "Code"), including individual retirement accounts, individual retirement annuities or Keogh plans, or
PS-7
any entity the assets of which are deemed to be "plan assets" under the ERISA regulations, should not purchase, hold, or
dispose of the notes unless that plan or entity has determined
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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 exemption ("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 o
this pricing supplement and page S-5 of the prospectus supplement.
PS-8
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RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional debt 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 you may not earn a return on your investment. The interest payable on the notes during
any interest period, will depend on the CPI Inflation Adjustment, 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 during the term of the
notes. If the sum of the CPI Inflation Adjustment and the Spread is constantly less than or equal to 0.00% on each interest
determination date over the term of the notes, even if the sum of the CPI Inflation Adjustment and the Spread exceeds 0.00%
during other days during each interest period, your return on the notes would be limited to the principal amount.
We have no control over various matters, including economic, financial and political events, which may affect the
level of the CPI, and thus the CPI Inflation Adjustment. 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 CPI and related interest rate movements, and must be willing to forgo guaranteed market
rates of interest for the term of the notes, before investing.
Your yield may be less than the yield on a conventional debt security of comparable maturity. It is possible that
the annualized rate of interest for any interest period will not be greater than 0.00%. If the CPI Inflation Adjustment is negative,
and the sum of the CPI Inflation Adjustment and the Spread is less than or equal to 0.00% in any quarterly interest period, the
annualized interest rate for that interest period will be equal to 0.00%. Even if the CPI Inflation Adjustment is greater than such
an amount, the resulting interest rate may be less than returns otherwise payable on other debt securities with similar maturities.
In addition, while increases in the levels of the CPI will increase the quarterly rate of interest payable on the notes, changes in
these levels will not increase the principal amount payable to you at maturity.
Even if interest is paid on the notes, 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, including inflation.
You must rely on your own evaluation of the merits of an investment linked to the CPI. In the ordinary course of
their businesses, we or our affiliates may have expressed views on expected movements in the CPI 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, other professionals who deal in markets relating to the CPI may
at any time have significantly different views from those of ours or our affiliates. For these reasons, you are encouraged to
derive information concerning the CPI and related interest rates from multiple sources, and you should not rely on the views
expressed by us or our affiliates.
Neither the offering of the notes nor any views which we or our affiliates from time to time may express in the
ordinary course of their businesses constitutes a recommendation as to the merits of an investment in the notes.
PS-9
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