Obligation America Bank 3.974% ( US06051GHQ55 ) en USD

America Bank

100 % ▲

Etas-Unis

US06051GHQ55 ( en USD )

3.974% par an ( paiement semestriel )

06/02/2030

Prospectus brochure de l'obligation Bank of America US06051GHQ55 en USD 3.974%, échéance 06/02/2030

2 000 USD

3 000 000 000 USD

06051GHQ5

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

07/02/2026 ( Dans 100 jours )

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'Obligation émise par America Bank ( Etas-Unis ) , en USD, avec le code ISIN US06051GHQ55, paye un coupon de 3.974% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/02/2030

L'Obligation émise par America Bank ( Etas-Unis ) , en USD, avec le code ISIN US06051GHQ55, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par America Bank ( Etas-Unis ) , en USD, avec le code ISIN US06051GHQ55, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d548888d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224523

Pricing Supplement No. 47
(To Prospectus dated June 29, 2018 and
Prospectus Supplement
dated June 29, 2018)
February 4, 2019

Medium-Term Notes, Series N
$3,000,000,000 3.974% Fixed/Floating Rate Senior Notes, due February 2030

This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series N.

The notes mature on February 7, 2030. We will pay interest on the notes (a) from, and including, February 7, 2019 to, but excluding, February 7, 2029, at a fixed rate of 3.974% per annum,
payable semi-annually, and (b) from, and including, February 7, 2029 to, but excluding, the maturity date, at a floating rate per annum equal to three-month U.S. Dollar LIBOR plus a spread of
1.210%, payable quarterly.

We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading "Specific Terms of the Notes--Optional Redemption."

The notes are unsecured and rank equally with all of our other unsecured and unsubordinated 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 the notes or passed upon the adequacy or accuracy
of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Public Offering Price
100.000% $ 3,000,000,000
Selling Agents' Commission

0.450% $
13,500,000

Proceeds (before expenses)

99.550% $ 2,986,500,000

We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on February 7, 2019.

Sole Book-Runner

BofA Merrill Lynch

ABN AMRO

BANKIA

BBVA

BMO Capital Markets
BNY Mellon Capital Markets, LLC

Capital One Securities

CIBC Capital Markets

Citizens Capital Markets
Danske Markets

Huntington Capital Markets

HSBC

ICBC Standard Bank
ING

KeyBanc Capital Markets

Mizuho Securities

MUFG
nabSecurities, LLC

Natixis

NatWest Markets

Nordea
Rabo Securities

Santander

Scotiabank

SMBC Nikko
Standard Chartered Bank

UniCredit Capital Markets

Westpac Capital Markets LLC
Academy Securities

Apto Partners, LLC

Table of Contents
SPECIFIC TERMS OF THE NOTES

The following description of the specific terms of the notes supplements, and should be read together with, the description of our Medium-Term
Notes, Series N included in the attached prospectus supplement dated June 29, 2018, and the general description of our debt securities included in
"Description of Debt Securities" in the attached prospectus also dated June 29, 2018. 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, as applicable.

·??Title of the Series:

3.974% Fixed/Floating Rate Senior Notes, due February 2030
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
·??Aggregate Principal Amount Initially Being Issued:

$3,000,000,000
·??Issue Date:

February 7, 2019
·??CUSIP No.:

06051GHQ5
·??ISIN:

US06051GHQ55
·??Maturity Date:

February 7, 2030
·??Minimum Denominations:

$2,000 and multiples of $1,000 in excess of $2,000
·??Ranking:

Senior
·??Fixed Rate Coupon:
3.974% payable semi-annually in arrears from, and including, the Issue

Date to, but excluding, February 7, 2029 (the "Fixed Rate Period").
·??Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, February 7, 2029 to, but excluding, the Maturity Date (the

"Floating Rate Period").
·??Base Rate:

LIBOR
·??Index Maturity:

Three months
·??Index Currency:

U.S. dollars
·??Designated LIBOR Page:

Reuters Page LIBOR01
·??Spread:

121 basis points
·??Interest Payment Dates and Interest Reset Dates during the Floating
During the Fixed Rate Period, February 7 and August 7 of each year,
Rate Period:
beginning August 7, 2019 and ending February 7, 2029, subject to the
following unadjusted business day convention. During the Floating Rate
Period, each of May 7, 2029, August 7, 2029, November 7, 2029 and
February 7, 2030, subject to adjustment in accordance with the modified
following business day convention (adjusted). Each Interest Payment

Date during the Floating Rate Period also will be an Interest Reset Date.
·??Interest Determination Dates during the Floating Rate Period:

Second London banking day prior to the applicable Interest Reset Date.
·??Day Count Fraction:
30/360 during the Fixed Rate Period, Actual/360 during the Floating

Rate Period

PS-2
Table of Contents
·??Optional Redemption:
We will have the option to redeem the notes, in whole at any time or in
part from time to time, on or after August 7, 2019 (or, if additional notes
are issued after February 7, 2019, beginning six months after the issue
date of such additional notes), and prior to February 7, 2029, at the
"make-whole" redemption price for the notes described below under the
heading "--Optional Redemption." We also will have the option to
redeem the notes, in whole, but not in part, on February 7, 2029 at 100%
of the principal amount of the notes being redeemed. If we redeem any
notes, we also will pay accrued and unpaid interest, if any, thereon, to,

but excluding, the redemption date.
·??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
·??Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the notes initially being issued without
notice to the holders of existing notes by selling additional notes 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.
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5

Optional Redemption

We may redeem the notes, at our option, in whole, but not in part, on the Interest Payment Date on February 7, 2029 upon at least 10 business days'
but not more than 60 calendar days' prior written notice to holders of the notes being redeemed at a redemption price equal to 100% of the principal
amount of such notes, plus accrued and unpaid interest, if any, thereon, to, but excluding, the applicable redemption date.

In addition, we may redeem the notes, at our option, in whole at any time or in part from time to time, on or after August 7, 2019 (or, if additional
notes are issued after February 7, 2019, then beginning six months after the issue date of such additional notes), and prior to February 7, 2029 upon at least
10 business days' but not more than 60 calendar days' prior written notice to the holders of the notes being redeemed, at a "make-whole" redemption price
equal to the greater of:

(i) 100% of the principal amount of the 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
notes being redeemed, that would have been payable from the applicable redemption date to February 7, 2029 (not including 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 20

PS-3
Table of Contents
basis points,

plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the notes being redeemed to, but excluding, the
applicable redemption date.

Notwithstanding the foregoing, any interest on the notes being redeemed that is due and payable on an Interest Payment Date falling on or prior to a
redemption date for such notes will be payable on such Interest Payment Date to holders of such notes as of the close of business on the relevant record
date according to the terms of such notes and the Senior Indenture.

"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 appearing on the
website of the Board of Governors of the Federal Reserve System or in another recognized electronic source, in each case, as determined by the quotation
agent in its sole discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity
corresponding to the applicable comparable treasury issue; provided that, if no such maturity is within three months before or after February 7, 2029 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 treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of the notes being
redeemed.

In determining the treasury rate, the below terms will have the following meaning:

"comparable treasury issue" means, with respect to the applicable redemption date for the 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
notes, as if such notes matured on February 7, 2029, 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 notes as if such notes matured on February 7, 2029.

"comparable treasury price" means, with respect to any applicable redemption date, (1) the average of the reference treasury dealer quotations for
such redemption date, after excluding the highest and lowest reference treasury dealer quotations, provided that the quotation agent obtains five 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, or its successor, 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
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
such redemption date.

PS-4
Table of Contents
Unless we default on payment of the applicable redemption price, interest will cease to accrue on the notes or portions thereof called for redemption
on the applicable redemption date. If fewer than all of the notes are to be redeemed, for so long as the notes are in book-entry only form, the 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, and any successor to Merrill Lynch, Pierce, Fenner & Smith Incorporated will be,
our affiliate, the economic interests of Merrill Lynch, Pierce, Fenner & Smith Incorporated or its successor may be adverse to your interests as a holder of
the 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 notes before their maturity pursuant to the "make-whole" optional redemption described above.

PS-5
Table of Contents
SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF
DISTRIBUTION AND CONFLICTS OF INTEREST

On February 4, 2019, 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
Amount of
Selling Agent
Notes ($)

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
$2,362,500,000
ABN AMRO Securities (USA) LLC

22,500,000
BANKIA SA

22,500,000
BBVA Securities Inc.

22,500,000
BMO Capital Markets Corp.

22,500,000
BNY Mellon Capital Markets, LLC

22,500,000
Capital One Securities, Inc.

22,500,000
CIBC World Markets Corp.

22,500,000
Citizens Capital Markets, Inc.

22,500,000
Danske Markets Inc.

22,500,000
The Huntington Investment Company

22,500,000
HSBC Securities (USA) Inc.

22,500,000
ICBC Standard Bank Plc

22,500,000
ING Financial Markets LLC

22,500,000
KeyBanc Capital Markets Inc.

22,500,000
Mizuho Securities USA LLC

22,500,000
MUFG Securities Americas Inc.

22,500,000
nabSecurities, LLC

22,500,000
Natixis Securities Americas LLC

22,500,000
NatWest Markets Securities Inc.

22,500,000
Nordea Bank ABP

22,500,000
Rabo Securities USA, Inc.

22,500,000
Santander Investment Securities Inc.

22,500,000
Scotia Capital (USA) Inc.

22,500,000
SMBC Nikko Securities America, Inc.

22,500,000
Standard Chartered Bank

22,500,000
UniCredit Capital Markets LLC

22,500,000
Westpac Capital Markets LLC

22,500,000
Academy Securities, Inc.

15,000,000
Apto Partners, LLC

15,000,000
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5

Total
$3,000,000,000

The selling agents may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.270% of the principal
amount of the notes, and the selling agents and those dealers may resell the notes to other dealers at a reallowance discount which will not exceed 0.180%
of the principal amount of the notes.

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

PS-6
Table of Contents
We estimate that the total offering expenses for the notes, excluding the selling agents' commissions, will be approximately $791,600.

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

We expect that delivery of the notes will be made to investors on or about February 7, 2019, which is the third business day following the date of this
pricing supplement (such settlement being referred to as "T+3"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes initially settle in T+3, to
specify an alternate settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisors in connection with that
election.

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

In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for
the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. 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.

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite,
subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc
shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by
other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the notes constituting part of its allotment solely outside the United
States.

Nordea Bank ABP's ability to engage in U.S. securities dealings is limited under the U.S. Bank Holding Company Act and it may not underwrite,
offer or sell securities that are offered or sold in the United States. Nordea Bank ABP will only underwrite, offer and sell the notes that are part of its
allotment solely outside the United States.

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 Financial Industry Regulatory Authority, Inc.

To the extent any other underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it
will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

PS-7
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
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 April 30, 2018, which has been filed as an exhibit to BAC's
Registration Statement relating to the notes filed with the Securities and Exchange Commission on April 30, 2018.

PS-8
Table of Contents

Medium-Term Notes, Series N
We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series N. 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
· Base floating rates of interest:

federal funds rate
· Interest rate: notes may bear interest at fixed or floating rates, or may

not bear any interest

LIBOR

· Maturity: 365 days (one year) or more

EURIBOR

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

CDOR

applicable supplement

prime rate

treasury rate

BBSW

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 market-making
transactions 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
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
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 June 29, 2018
June 29, 2018
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Warrants

58
About this Prospectus Supplement

S-3
General

58
Risk Factors

S-5
Description of Securities Warrants

58
Description of the Notes

S-8
Description of Index Warrants

59
General

S-8
Description of Currency Warrants

59
Types of Notes

S-8
Modification

60
Payment of Principal, Interest, and Other Amounts Payable

S-10
Enforceability of Rights of Warrantholders, No Trust Indenture Act
Ranking

S-14
Protection

60
Redemption

S-15
Description of Purchase Contracts

61
Repayment

S-15
General

61
Reopenings

S-15
Purchase Contract Property

61
Extendible/Renewable Notes

S-15
Information in Supplement

61
Other Provisions

S-15
Prepaid Purchase Contracts; Applicability of Indenture

62
Repurchase

S-16
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection

63
Form, Exchange, Registration, and Transfer of Notes

S-16
Pledge by Holders to Secure Performance

63
U.S. Federal Income Tax Considerations

S-17
Settlement of Purchase Contracts that Are Part of Units

63
Supplemental Plan of Distribution (Conflicts of Interest)

S-18
Failure of Holder to Perform Obligations

64
Selling Restrictions

S-20
Description of Units

65
Legal Matters

S-31
General

65

Page
Unit Agreements: Prepaid, Non-Prepaid, and Other

65
Prospectus

Modification

66
About this Prospectus

3
Enforceability of Rights of Unitholders; No Trust Indenture Act Protection
66
Prospectus Summary

4
Description of Preferred Stock

67
Risk Factors

9
General

67
Risks Relating to Regulation Resolution Strategies and Long-Term Debt
Dividends

68
Requirements

9
Voting

68
Risks Relating to Debt Securities

10
Liquidation Preference

68
Risks Related to Our Common Stock and Preferred Stock

13
Preemptive Rights

69
Risks Relating to Certain Floating Rate Securities

15
Existing Preferred Stock

69
Other Risks

15
Additional Classes or Series of Stock

106
Currency Risks

16
Description of Depositary Shares

107
Bank of America Corporation

20
General

107
Use of Proceeds

20
Terms of the Depositary Shares

107
Description of Debt Securities

21
Withdrawal of Preferred Stock

107
General

21
Dividends and Other Distributions

108
Financial Consequences to Unsecured Debtholders of Single Point of
Redemption of Depositary Shares

108
Entry Resolution Strategy

21
Voting the Deposited Preferred Stock

108
The Indentures

22
Amendment and Termination of the Deposit Agreement

109
Form and Denomination of Debt Securities

23
Charges of Depository

109
Different Series of Debt Securities

24
Miscellaneous

109
Fixed-Rate Notes

26
Resignation and Removal of Depository

109
Floating-Rate Notes

26
Description of Common Stock

110
Fixed/Floating-Rate Notes

36
General

110
Original Issue Discount Notes

36
Voting and Other Rights

110
Payment of Principal, Interest, and Other Amounts Payable

36
Dividends

110
No Sinking Fund

40
Certain Anti-Takeover Matters

111
Redemption

40
Registration and Settlement

112
Repayment

45
Book-Entry Only Issuance

112
Repurchase

45
Definitive Securities

112
Conversion

45
Street Name Owners

113
Exchange, Registration, and Transfer

45
Legal Holders

113
Subordination

46
Special Considerations for Indirect Owners

113
Sale or Issuance of Capital Stock of Banks

47
Depositories for Global Securities

114
Limitation on Mergers and Sales of Assets

48
Special Considerations for Global Securities

119
Waiver of Covenants

48
U.S. Federal Income Tax Considerations

122
Modification of the Indentures

48
Taxation of Debt Securities

123
Meetings and Action by Securityholders

49
Taxation of Common Stock, Preferred Stock, and Depositary Shares

138
Events of Default and Rights of Acceleration; Covenant Breaches

49
Taxation of Warrants

143
Collection of Indebtedness and Suits for Enforcement by Trustee

50
Taxation of Purchase Contracts

143
Limitation on Suits

51
Taxation of Units

143
Payment of Additional Amounts

51
Reportable Transactions

143
Redemption for Tax Reasons

55
Foreign Account Tax Compliance Act

144
Defeasance and Covenant Defeasance

55
Plan of Distribution (Conflicts of Interest)

145
Satisfaction and Discharge of the Indenture

56
Distribution Through Underwriters

145
Notices

56
Distribution Through Dealers

146
Concerning the Trustees

56
Distribution Through Agents

146
Governing Law

57
Direct Sales

146
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
General Information

146
Market-Making Transactions by Affiliates

147
Conflicts of Interest

147
ERISA Considerations

149
Where You Can Find More Information

152
Forward-Looking Statements

153
Legal Matters

154
Experts

154

S-2
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We have registered our Medium-Term Notes, Series N (the "notes") on a registration statement on Form S-3 filed with the Securities and Exchange
Commission under Registration No. 333-224523.
From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related pricing supplement, prospectus
addendum and/or other prospectus supplement to offer the notes. You should read each of these documents before investing in the notes.
This prospectus supplement describes additional terms of the notes and supplements the description of our debt securities that may be issued under
the Indentures, including the notes, contained in the accompanying prospectus. If the information in this prospectus supplement is inconsistent with the
accompanying prospectus, this prospectus supplement will supersede the information in the accompanying prospectus. If there are any differences between
the information contained in the applicable pricing supplement or any document dated after the date of this prospectus supplement and incorporated by
reference into the accompanying prospectus, the information contained in such later pricing supplement or document will supersede the information in this
prospectus supplement.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes in any
jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus and the offering
of the notes in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the accompanying prospectus, you should
find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus supplement and the
accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this prospectus supplement and the
accompanying prospectus and the offering of the notes outside of the United States. See "Supplemental Plan of Distribution (Conflicts of Interest)."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the
European Economic Area (the "EEA") which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") will be made under
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which are contemplated in this
prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the selling agents
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they authorize, the making of any offer of notes
in circumstances in which an obligation arises for us or any selling agent to publish or supplement a prospectus for the purposes of the Prospectus Directive
in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an approved prospectus for the purposes of the
Prospective Directive.
IMPORTANT -- EEA RETAIL INVESTORS -- The notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC, as amended,

S-3
Table of Contents
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
For each offering of notes, we will issue a pricing supplement, prospectus addendum and/or other prospectus supplement that will contain additional
terms of the offering and a specific description of the notes being offered. A supplement also may add, update, or change information in this prospectus
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
supplement or the accompanying prospectus, including provisions describing the calculation of the amounts payable under the notes and the method of
making payments under the terms of a note. We will state in the applicable supplement the interest rate or interest rate basis or formula, issue price, the
maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant terms and conditions for each note at the time of
issuance. A supplement also may include a discussion of any risk factors or other special additional considerations that apply to a particular type of note.
Each applicable supplement can be quite detailed and always should be read carefully.
Unless we indicate otherwise or unless the context requires otherwise, all references in this prospectus supplement to "Bank of America," "we," "us,"
"our," or similar references are to Bank of America Corporation excluding its consolidated subsidiaries.
Any term that is used, but not defined, in this prospectus supplement has the meaning set forth in the accompanying prospectus.

S-4
Table of Contents
RISK FACTORS
Your investment in the notes involves significant risks. Your decision to purchase the notes should be made only after carefully considering the risks
of an investment in the notes, including those discussed below, in the accompanying prospectus beginning on page 9, and in the relevant supplement(s) for
the specific notes, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not
knowledgeable about significant elements of the notes or financial matters in general. For information regarding risks and uncertainties that may materially
affect our business and results, please refer to the information under the captions "Item 1A. Risk Factors" in our annual report on Form 10-K for the year
ended December 31, 2017, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in our
subsequent filings that are incorporated by reference in the accompanying prospectus. You also should review the risk factors that will be set forth in other
documents that we will file after the date of this prospectus supplement.
Floating-rate notes bear additional risks.
If your notes bear interest at a floating rate, there will be additional significant risks not associated with a conventional fixed-rate note. These risks
include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We have no control over a
number of matters, including economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of market
volatility and other risks and their impact on the value of, or payments made on, your floating-rate notes. In recent years, interest rates have been volatile,
and that volatility may be expected in the future.
Our hedging activities may affect your return at maturity and the market value of the notes.
At any time, we or our affiliates may engage in hedging activities relating to the notes. This hedging activity, in turn, may increase or decrease the
market value of the notes. In addition, we or our affiliates may acquire a long or short position in the notes from time to time. All or a portion of these
positions may be liquidated at or about the time of maturity of the notes. The aggregate amount and the composition of these positions are likely to vary
over time. We have no reason to believe that any of our hedging activities will have a material effect on the notes, either directly or indirectly, by impacting
the value of the notes. However, we cannot assure you that our activities or affiliates' activities will not affect these values.
Our hedging and trading activities may create conflicts of interest with you.
From time to time during the term of each series of notes and in connection with the determination of the payments on the notes, we or our affiliates
may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may enter into hedging
transactions relating to other notes or instruments that we issue, some of which may have returns calculated in a manner related to that of a particular series
of notes. We or our affiliates will price these hedging transactions with the intent to realize a profit, considering the risks inherent in these hedging
activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is more or less than initially
expected, or could result in a loss.
We or one or more of our broker-dealer affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may engage in trading activities
that are not for your account or on your

S-5
Table of Contents
behalf. These trading activities may present a conflict of interest between your interest in the notes and the interests we and our affiliates may have in our
proprietary accounts, in facilitating transactions, including block trades, for our other customers, and in accounts under our management. These trading
activities could influence secondary trading (if any) in the notes, or otherwise could be adverse to your interests as a beneficial owner of the notes.
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

424B5
Additional Considerations Relating to LIBOR
Reforms to and uncertainty regarding LIBOR may adversely affect our business and/or the value of, return on and trading market for notes bearing
a floating rate of interest based on LIBOR.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit
rates for LIBOR after 2021. This announcement, in conjunction with financial benchmark reforms more generally and changes in the interbank lending
markets have resulted in uncertainty about the future of LIBOR and certain other rates or indices which are used as interest rate "benchmarks." These
actions and uncertainties may have the effect of triggering future changes in the rules or methodologies used to calculate benchmarks or lead to the
discontinuance or unavailability of benchmarks. ICE Benchmark Administration is the administrator of LIBOR and maintains a reference panel of
contributor banks, which includes Bank of America, N.A., London branch for certain LIBOR rates. Uncertainty as to the nature and effect of such reforms
and actions, and the potential or actual discontinuance of benchmark quotes, may adversely affect the value of, return on and trading market for the notes
and our other LIBOR-based securities or our financial condition or results of operations. Furthermore, there can be no assurances that we and other market
participants will be adequately prepared for an actual discontinuation of benchmarks, including LIBOR, that may have an unpredictable impact on
contractual mechanics (including, but not limited to, interest rates to be paid to or by us) and cause significant disruption to financial markets that are
relevant to our business segments, among other adverse consequences, which may also result in adversely affecting our financial condition or results of
operations.
For a series of notes bearing a floating rate of interest based on LIBOR, such interest rate may be calculated using alternative methods if LIBOR is
no longer quoted and may be calculated using a different base rate if LIBOR is discontinued.
To the extent that LIBOR for the index currency and the index maturity designated in the applicable supplement is no longer quoted on the
Designated LIBOR Page, such LIBOR will be determined using the alternative methods described in the accompanying prospectus under the heading
"Description of Debt Securities -- Floating Rate Notes -- LIBOR Notes." Any of these alternative methods may result in interest payments on LIBOR
notes that are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on such notes if
LIBOR was available in its current form. Further, the same reforms, actions, costs and/or risks that may lead to the discontinuation or unavailability of
LIBOR may make one or more of the alternative methods impossible or impracticable to determine. If LIBOR is no longer quoted, or if LIBOR is
discontinued and it is determined there is no substitute or successor base rate to LIBOR that is consistent with accepted market practice, the final alternative
method for determining LIBOR with respect to any note is to use LIBOR as in effect for such note on the interest determination date on which it is
determined that LIBOR has been discontinued, or, if LIBOR is not applicable to the such note on such interest determination date (for example because the
note bears interest at a fixed rate on such interest determination date), to use the most recent rate that could have been determined by reference to the
applicable Designated LIBOR Page, as described in the second paragraph in the section "Description of Debt Securities -- Floating Rate Notes -- LIBOR
Notes" in the accompanying prospectus. In addition, if the calculation agent

S-6
Table of Contents
determines, in consultation with us, that LIBOR has been discontinued, then we will appoint in our sole discretion an investment bank of national standing,
which may be our affiliate, to determine whether there is a substitute or successor base rate to three-month LIBOR that is consistent with accepted market
practice. If we select one of our affiliates to assist in the determination of the substitute or successor rate, the interests of such entity may be adverse to your
interests as a holder of the notes. Any of the foregoing may have an adverse effect on the value of, return on and trading market for the notes.

S-7
Table of Contents
DESCRIPTION OF THE NOTES
This section describes the general terms and conditions of the notes, which may be senior or subordinated medium-term notes. This section
supplements, and should be read together with, the general description of our debt securities included in "Description of Debt Securities" in the
accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement.
We will describe the particular terms of the notes we sell in a separate supplement. The terms and conditions stated in this section will apply to each
note unless the note or the applicable supplement indicates otherwise.
General
In addition to the following summary of the general terms of the notes and the indentures, you should review the actual notes and the specific
provisions of the 2018 Senior Indenture and the 2018 Subordinated Indenture, as applicable, which we have filed with the SEC as exhibits to the
https://www.sec.gov/Archives/edgar/data/70858/000119312519028305/d548888d424b5.htm[2/6/2019 9:10:59 AM]

Document Outline

#1">
- #1">