Obligation Bank of America Corporation 0% ( US06054B3472 ) en USD

Société émettrice	Bank of America Corporation
Prix sur le marché	100 % ⇌
Pays	Etats-Unis
Code ISIN	US06054B3472 ( en USD )
Coupon	0%
Echéance	29/09/2017 - Obligation échue
Prospectus brochure sous format PDF
Montant Minimal	10 USD
Montant de l'émission	128 853 000 USD
Cusip	06054B347
Notation Standard & Poor's ( S&P )	N/A
Notation Moody's	NR
Description détaillée	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 émise par Bank of America Corporation ( Etats-Unis ) , en USD, avec le code ISIN US06054B3472, paye un coupon de 0% par an. Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2017 L'Obligation émise par Bank of America Corporation ( Etats-Unis ) , en USD, avec le code ISIN US06054B3472, a été notée NR par l'agence de notation Moody's.

424B2 1 bac-do2dar7ckwpowwfg_1531.htm 424B2
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 0 2 3 5 4
(T o Prospe c t us da t e d M a y 1 , 2 0 1 5 ,
Prospe c t us Supple m e nt da t e d J a nua ry 2 0 , 2 0 1 6 a nd
Produc t Supple m e nt EQU I T Y I N DI CES ARN -1 da t e d
J a nua ry 2 2 , 2 0 1 6 )
12,885,256 Units
Pricing Date
July 28, 2016
$10 principal amount per unit
Settlement Date
August 4, 2016
CUSIP No. 06054B347
Maturity Date
September 29, 2017
¦ Maturity of approximately 14 months
¦ 3-to-1 upside exposure to increases in the Index, subject to a capped return of 11.85%
¦ 1-to-1 downside exposure to decreases in the Index, with 100% of your investment at risk
¦ All payments occur at maturity and are subject to the credit risk of Bank of America Corporation
¦ No periodic interest payments
¦ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See
"Structuring the Notes"
¦ Limited secondary market liquidity, with no exchange listing
Ac c e le ra t e d Re t urn N ot e s® Link e d t o t he S& P
5 0 0 ® I nde x
T he not e s a re be ing issue d by Ba nk of Am e ric a Corpora t ion ("BAC"). T he re a re im port a nt diffe re nc e s be t w e e n t he
not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s a nd c e rt a in a ddit iona l c ost s. Se e "Risk
Fa c t ors" be ginning on pa ge T S -6 of t his t e rm she e t a nd be ginning on pa ge PS -6 of produc t supple m e nt EQU I T Y
I N DI CES ARN -1 .
T he init ia l e st im a t e d va lue of t he not e s a s of t he pric ing da t e is $ 9 .6 8 pe r unit , w hic h is le ss t ha n t he public
offe ring pric e list e d be low . See "Summary" on the following page, "Risk Factors" beginning on page TS-6 of this term sheet and
"Structuring the Notes" on page TS-10 of this term sheet for additional information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.
_________________________
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or
disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the
contrary is a criminal offense.
_________________________
Per Unit
Total
Public offering price
$10.00
$128,852,560.00
Underwriting discount
$0.20
$2,577,051.20
Proceeds, before expenses, to BAC
$9.80
$126,275,508.80
T he not e s:
Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
M e rrill Lync h & Co.
July 28, 2016
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Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
Summary
The Accelerated Return Notes® Linked to the S&P 500® Index, due September 29, 2017 (the "notes") are our senior unsecured debt securities.
The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. T he not e s w ill ra nk
e qua lly w it h a ll of our ot he r unse c ure d a nd unsubordina t e d de bt . Any pa ym e nt s due on t he not e s, inc luding a ny
re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of BAC. The notes provide you a leveraged return, subject to a cap, if the
Ending Value of the Market Measure, which is the S&P 500® Index (the "Index"), is greater than its Starting Value. If the Ending Value is less
than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes, including the amount you
receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to
our credit risk. See "Terms of the Notes" below.
The economic terms of the notes (including the Capped Value) 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. Our internal funding rate is
typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities. This difference in funding rate, as
well as the underwriting discount and the hedging related charge described below, reduced the economic terms of the notes to you and the initial
estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than the
initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined
based on our and our affiliates' pricing models, which take into consideration our internal funding rate and the market prices for the hedging
arrangements related to the notes. For more information about the initial estimated value and the structuring of the notes, see "Structuring the
Notes" on page TS-10.
Terms of the Notes
Redemption Amount Determination
I ssue r:
Bank of America Corporation ("BAC")
On the maturity date, you will receive a cash payment per unit determined as
Princ ipa l
$10.00 per unit
follows:
Am ount :
T e rm :
Approximately 14 months
M a rk e t
The S&P 500® Index (Bloomberg symbol:
M e a sure :
"SPX"), a price return index
St a rt ing V a lue : 2,170.06
Ending V a lue :
The average of the closing levels of the
Market Measure on each scheduled
calculation day occurring during the maturity
valuation period. The calculation days are
subject to postponement in the event of
Market Disruption Events, as
described beginning on page PS-17 of
product supplement EQUITY INDICES ARN-
1.
Pa rt ic ipa t ion
300%
Ra t e :
Ca ppe d V a lue : $11.185 per unit of the notes, which
represents a return of 11.85% over the
principal amount.
M a t urit y
September 20, 2017, September 21, 2017,
V a lua t ion
September 22, 2017, September 25, 2017
Pe riod:
and September 26, 2017
Fe e s a nd
The underwriting discount of $0.20 per unit
Cha rge s :
listed on the cover page and the hedging
related charge of $0.075 per unit described in
"Structuring the Notes" on page TS-10.
Ca lc ula t ion
Merrill Lynch, Pierce, Fenner & Smith
Age nt :
Incorporated ("MLPF&S"), a subsidiary of
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BAC.
Accelerated Return Notes®
TS-2
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
The terms and risks of the notes are contained in this term sheet and in the following:
¦ Product supplement EQUITY INDICES ARN-1 dated January 22, 2016:
http://www.sec.gov/Archives/edgar/data/70858/000119312516435309/d268568d424b5.htm
¦ Series L MTN prospectus supplement dated January 20, 2016 and prospectus dated May 1, 2015:
http://www.sec.gov/Archives/edgar/data/70858/000119312516433708/d122981d424b3.htm
These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may, without cost,
be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read
the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and
any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term
sheet have the meanings set forth in product supplement EQUITY INDICES ARN-1. Unless otherwise indicated or unless the context requires
otherwise, all references in this document to "we," "us," "our," or similar references are to BAC.
Investor Considerations
Y ou m a y w ish t o c onside r a n inve st m e nt in t he not e s if:
T he not e s m a y not be a n a ppropria t e inve st m e nt for you
if:
¦ You anticipate that the Index will increase moderately from
¦ You believe that the Index will decrease from the Starting
the Starting Value to the Ending Value.
Value to the Ending Value or that it will not increase
sufficiently over the term of the notes to provide you with
¦ You are willing to risk a loss of principal and return if the
Index decreases from the Starting Value to the Ending
your desired return.
Value.
¦ You seek principal repayment or preservation of capital.
¦ You accept that the return on the notes will be capped.
¦ You seek an uncapped return on your investment.
¦ You are willing to forgo the interest payments that are paid
¦ You seek interest payments or other current income on your
on conventional interest bearing debt securities.
investment.
¦ You are willing to forgo dividends or other benefits of
¦ You want to receive dividends or other distributions paid on
owning the stocks included in the Index.
the stocks included in the Index.
¦ You are willing to accept a limited or no market for sales
¦ You seek an investment for which there will be a liquid
prior to maturity, and understand that the market prices for
secondary market.
the notes, if any, will be affected by various factors,
¦ You are unwilling or are unable to take market risk on the
including our actual and perceived creditworthiness, our
notes or to take our credit risk as issuer of the notes.
internal funding rate and fees and charges on the notes.
¦ You are willing to assume our credit risk, as issuer of the
notes, for all payments under the notes, including the
Redemption Amount.
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Accelerated Return Notes®
TS-3
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
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Hypothetical Payout Profile and Examples of Payments at
Maturity
Ac c e le ra t e d Re t urn N ot e s
This graph reflects the returns on the notes, based on the Participation
Rate of 300% and the Capped Value of $11.185. The green line reflects
the returns on the notes, while the dotted gray line reflects the returns of
a direct investment in the stocks included in the Index, excluding
dividends.
This graph has been prepared for purposes of illustration only.
The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on
the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, the
Participation Rate of 300%, the Capped Value of $11.185 per unit and a range of hypothetical Ending Values. T he a c t ua l a m ount you
re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill de pe nd on t he a c t ua l St a rt ing V a lue , Ending V a lue , a nd w he t he r
you hold t he not e s t o m a t urit y. The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see "The Index" section below. The Index is a price return index and as such the Ending Value
will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if
you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
Pe rc e nt a ge Cha nge from t he
St a rt ing V a lue t o t he Ending
T ot a l Ra t e of Re t urn on t he
Ending V a lue
V a lue
Re de m pt ion Am ount pe r U nit
N ot e s
0.00
-100.00%
$0.000
-100.00%
50.00
-50.00%
$5.000
-50.00%
80.00
-20.00%
$8.000
-20.00%
90.00
-10.00%
$9.000
-10.00%
94.00
-6.00%
$9.400
-6.00%
97.00
-3.00%
$9.700
-3.00%
100.00(1)
0.00%
$10.000
0.00%
102.00
2.00%
$10.600
6.00%
105.00
5.00%
$11.185(2)
11.85%
110.00
10.00%
$11.185
11.85%
120.00
20.00%
$11.185
11.85%
130.00
30.00%
$11.185
11.85%
140.00
40.00%
$11.185
11.85%
150.00
50.00%
$11.185
11.85%
160.00
60.00%
$11.185
11.85%
(1) The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 2,170.06, which was the closing level of the Market Measure on the pricing date.
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(2) The Redemption Amount per unit cannot exceed the Capped Value.
Accelerated Return Notes®
TS-4
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s
Ex a m ple 1
The Ending Value is 80.00, or 80.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 80.00
= $ 8 .0 0 Redemption Amount per unit
Ex a m ple 2
The Ending Value is 102.00, or 102.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 102.00
= $ 1 0 .6 0 Redemption Amount per unit
Ex a m ple 3
The Ending Value is 130.00, or 130.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 130.00
= $ 1 9 .0 0 , how e ve r, be c a use t he Re de m pt ion Am ount for t he not e s c a nnot
e x c e e d t he Ca ppe d V a lue , t he Re de m pt ion Am ount w ill be $ 1 1 .1 8 5 pe r unit
Accelerated Return Notes®
TS-5
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks,
including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the "Risk Factors"
sections beginning on page PS-6 of product supplement EQUITY INDICES ARN-1, page S-5 of the Series L MTN prospectus supplement, and
page 9 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you
invest in the notes.
¦ Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss;
there is no guaranteed return of principal.
¦ Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security
of comparable maturity.
¦ 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. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
¦ Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment
directly in the stocks included in the Index.
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¦ The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and
our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads,
our internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and
volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts
about future events, which may prove to be incorrect.
¦ The public offering price you pay for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to
maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due
to, among other things, changes in the level of the Index, our internal funding rate, and the inclusion in the public offering price
of the underwriting discount and the hedging related charge, all as further described in "Structuring the Notes" on page TS-10.
These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the
price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and
unpredictable ways.
¦ The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would
be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after
issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Index, our
creditworthiness and changes in market conditions.
¦ A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to
repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary
market.
¦ Our business activities as a full service financial institution, including our commercial and investment banking activities, our
hedging and trading activities (including trades in shares of companies included in the Index) and any hedging and trading
activities we engage in for our clients' accounts, may affect the market value and return of the notes and may create conflicts of
interest with you.
¦ The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
¦ You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or
dividends or other distributions by the issuers of those securities.
¦ While we or our affiliates may from time to time own securities of companies included in the Index, except to the extent that our
common stock is included in the Index, we do not control any company included in the Index, and are not responsible for any
disclosure made by any other company.
¦ There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to
appoint and remove the calculation agent.
¦ The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See
"Summary Tax Consequences" below and "U.S. Federal Income Tax Summary" beginning on page PS-24 of product
supplement EQUITY INDICES ARN-1.
Accelerated Return Notes®
TS-6
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
The Index
All disclosures contained in this term sheet regarding the Index, including, without limitation, its make up, method of calculation, and changes in
its components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, S&P
Dow Jones Indices LLC (the "Index sponsor"). The Index sponsor, which licenses the copyright and all other rights to the Index, has no
obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor discontinuing
publication of the Index are discussed in the section of product supplement EQUITY INDICES ARN-1 on page PS-19 entitled "Description of
ARNs - Discontinuance of an Index". None of us, the calculation agent, or MLPF&S accepts any responsibility for the calculation, maintenance
or publication of the Index or any successor index.
The Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the Index is based
on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate
average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943.
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The Index sponsor chooses companies for inclusion in the Index with the aim of achieving a distribution by broad industry groupings that
approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which
the Index sponsor uses as an assumed model for the composition of the total market. Relevant criteria employed by the Index sponsor include
the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which
the market price of that company's common stock generally is responsive to changes in the affairs of the respective industry and the market
value and trading activity of the common stock of that company. Ten main groups of companies constitute the Index, with the approximate
percentage of the market capitalization of the Index included in each group as of June 30, 2016 indicated in parentheses: Consumer
Discretionary (12.3%); Consumer Staples (10.6%); Energy (7.4%); Financials (15.7%); Health Care (14.7%); Industrials (10.2%); Information
Technology (19.8%); Materials (2.8%); Telecommunication Services (2.9%); and Utilities (3.6%). The Index sponsor may from time to time, in its
sole discretion, add companies to, or delete companies from, the Index to achieve the objectives stated above.
The Index sponsor calculates the Index by reference to the prices of the constituent stocks of the Index without taking account of the value of
dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the Index
constituent stocks and received the dividends paid on those stocks.
Com put a t ion of t he I nde x
While the Index sponsor currently employs the following methodology to calculate the Index, no assurance can be given that the Index sponsor
will not modify or change this methodology in a manner that may affect the Redemption Amount.
Historically, the market value of any component stock of the Index was calculated as the product of the market price per share and the number
of then outstanding shares of such component stock. In March 2005, the Index sponsor began shifting the Index halfway from a market
capitalization weighted formula to a float-adjusted formula, before moving the Index to full float adjustment on September 16, 2005. The Index
sponsor's criteria for selecting stocks for the Index did not change with the shift to float adjustment. However, the adjustment affects each
company's weight in the Index.
Under float adjustment, the share counts used in calculating the Index reflect only those shares that are available to investors, not all of a
company's outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies or
government agencies.
In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners," were
removed from the float for purposes of calculating the Index. Generally, these "control holders" will include officers and directors, private equity,
venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted
shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock, government
entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake in a
company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF
providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies, asset managers and
investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of
the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and Canadian
exchangeable shares are normally part of the float unless those shares form a control block. If a company has multiple classes of stock
outstanding, shares in an unlisted or non-traded class are treated as a control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares outstanding. As of
September 21, 2012, available float shares are defined as the total shares outstanding less shares held by control holders. This calculation is
subject to a 5% minimum threshold for control blocks. For example, if a company's officers and directors hold 3% of the company's shares, and
no other control group holds 5% of the company's shares, the Index sponsor would assign that company an IWF of 1.00, as no control group
meets the 5% threshold. However, if a company's officers and directors hold 3% of the company's shares and another control group holds 20%
of the company's shares, the Index sponsor would assign an IWF of 0.77, reflecting the fact that 23% of the company's outstanding shares are
considered to be held for control. For companies with multiple classes of
Accelerated Return Notes®
TS-7
Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
stock, the Index sponsor calculates the weighted average IWF for each stock using the proportion of the total company market capitalization of
each share class as weights.
The Index is calculated using a base-weighted aggregate methodology. The level of the Index reflects the total market value of all 500
component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this
calculation in order to make the level easier to work with and track over time. The actual total market value of the component stocks during the
base period of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In
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practice, the daily calculation of the Index is computed by dividing the total market value of the component stocks by the "index divisor." By itself,
the index divisor is an arbitrary number. However, in the context of the calculation of the Index, it serves as a link to the original base period level
of the Index. The index divisor keeps the Index comparable over time and is the manipulation point for all adjustments to the Index, which is
index maintenance.
I nde x M a int e na nc e
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock
dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock
dividends, require changes in the common shares outstanding and the stock prices of the companies in the Index, and do not require index
divisor adjustments.
To prevent the level of the Index from changing due to corporate actions, corporate actions which affect the total market value of the Index
require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the Index remains constant and
does not reflect the corporate actions of individual companies in the Index. Index divisor adjustments are made after the close of trading and
after the calculation of the Index closing level.
Changes in a company's shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or
exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock
repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation
units, at-the-market offerings, or other recapitalizations) are made weekly and are announced on Fridays for implementation after the close of
trading on the following Friday. Changes of less than 5.00% due to a company's acquisition of another company in the Index are made as soon
as reasonably possible. All other changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June,
September, and December, and are usually announced two to five days prior.
Changes in IWFs of more than five percentage points caused by corporate actions (such as merger and acquisition activity, restructurings, or
spinoffs) will be made as soon as reasonably possible. Other changes in IWFs will be made annually when IWFs are reviewed.
The following graph shows the daily historical performance of the Index in the period from January 1, 2008 through July 28, 2016. We
obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was 2,170.06.
H ist oric a l Pe rform a nc e of t he I nde x
This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may
be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the
level of the Index is more or less likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult publicly available sources for the levels of the Index.
Accelerated Return Notes®
TS-8
Accelerated Return Notes®
®
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Linked to the S&P 500 Index, due September 29, 2017
Lic e nse Agre e m e nt
S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC ("Dow Jones"). These trademarks have been licensed for use by S&P Dow Jones Indices LLC. "Standard & Poor's®,"
"S&P 500®" and "S&P®" are trademarks of S&P. These trademarks have been sublicensed for certain purposes by our subsidiary, MLPF&S.
The Index is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by MLPF&S.
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates
(collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of
the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the
Index to track general market performance. S&P Dow Jones Indices' only relationship to MLPF&S with respect to the Index is the licensing of
the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors. The Index is
determined, composed and calculated by S&P Dow Jones Indices without regard to us, MLPF&S, or the notes. S&P Dow Jones Indices have
no obligation to take our needs or the needs of MLPF&S or holders of the notes into consideration in determining, composing or calculating the
Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the notes or
the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into
cash. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no
assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P
Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an index is not a
recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered to be investment
advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated
to the notes currently being issued by us, but which may be similar to and competitive with the notes. In addition, CME Group Inc. and its
affiliates may trade financial products which are linked to the performance of the Index. It is possible that this trading activity will affect the value
of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE
INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT
BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES
MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, MLPF&S, HOLDERS OF THE NOTES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MLPF&S, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on
the cover of this term sheet, less the indicated underwriting discount.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and will participate as
selling agent in the distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to
FINRA members. MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the
account holder.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the
pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than
three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment
amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the
transaction for your account.
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at
negotiated prices, and these will include MLPF&S's trading commissions and mark-ups. MLPF&S may act as principal or agent in these market-
making transactions; however, it is not obligated to engage in any such transactions. At MLPF&S's discretion,
Accelerated Return Notes®
TS-9
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Accelerated Return Notes®
Linked to the S&P 500® Index, due September 29, 2017
for a short, undetermined initial period after the issuance of the notes, MLPF&S may offer to buy the notes in the secondary market at a price
that may exceed the initial estimated value of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market
conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, neither we nor any of
our affiliates is obligated to purchase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will
purchase your notes at a price that equals or exceeds the initial estimated value of the notes.
The value of the notes shown on your account statement will be based on MLPF&S's estimate of the value of the notes if MLPF&S or another of
our affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that MLPF&S may
pay for the notes in light of then-prevailing market conditions and other considerations, as mentioned above, and will include transaction
costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.
Structuring the Notes
The notes are our debt securities, the return on which is linked to the performance of the Index. As is the case for all of our debt securities,
including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In
addition, because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the
funds under these notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt
security. This rate, which we refer to in this term sheet as our internal funding rate, is typically lower than the rate we would pay when we issue
conventional fixed or floating rate debt securities. This generally relatively lower internal funding rate, which is reflected in the economic terms of
the notes, along with the fees and charges associated with market-linked notes, resulted in the initial estimated value of the notes on the pricing
date being less than their public offering price.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the
Index and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to
enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates.
The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and
take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Index, the tenor of the
notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms
of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an
estimated profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market
forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.
For further information, see "Risk Factors--General Risks Relating to ARNs" beginning on page PS-6 and "Use of Proceeds" on page PS-15 of
product supplement EQUITY INDICES ARN-1.
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
¦ There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
¦ You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat
the notes for all tax purposes as a single financial contract with respect to the Index.
¦ Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning on page 99 of the prospectus)
generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital
gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
¦ No assurance can be given that the IRS or any court will agree with this characterization and tax treatment.
Y ou should c onsult your ow n t a x a dvisor c onc e rning t he U .S. fe de ra l inc om e t a x c onse que nc e s t o you of a c quiring,
ow ning, a nd disposing of t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l,
fore ign, or ot he r t a x jurisdic t ion a nd t he possible e ffe c t s of c ha nge s in U .S. fe de ra l or ot he r t a x la w s. Y ou should
re vie w c a re fully t he disc ussion unde r t he se c t ion e nt it le d "U .S. Fe de ra l I nc om e T a x Sum m a ry" be ginning on pa ge
PS -2 4 of produc t supple m e nt EQU I T Y I N DI CES ARN -1 .
Validity of the Notes
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master
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