Filed
Pursuant to Rule 424(b)(2)
Registration Statement
No. 333-213265
Pricing
Supplement
dated September 15, 2017.
|
BofA
Finance LLC
$24,637,000
Leveraged
Buffered S&P 500
®
Index-Linked Notes due November 20, 2019
Fully
and Unconditionally Guaranteed by
Bank
of America Corporation
|
The
notes do not bear interest.
The amount that you will be paid on your notes on the stated
maturity date (November 20, 2019) is based on the performance of the
S&P
500
®
Index (which we refer to as the “underlier”), as measured from the trade date (September 15, 2017)
to and including the determination date (November 15, 2019).
If
the final
underlier
level on the determination
date is greater than the initial
underlier
level
(2,500.23, which was the closing level of the underlier on the trade date), the return on your notes will be positive, subject
to the maximum settlement amount of $1,247.10 for each $1,000 face amount of the notes. If the final
underlier
level
declines by up to 12.50% from the initial
underlier
level,
you will receive the face amount of your notes.
If the final
underlier
level declines by more than 12.50% from
the initial
underlier
level, you will be exposed on
a leveraged basis to any decrease in the final underlier level beyond 12.50%. In this case, the return on your notes will be negative.
You may lose some or all of your principal amount.
To
determine your payment at maturity, we will calculate the
underlier
return,
which is the percentage increase or decrease in the final
underlier
level
from the initial
underlier
level. On the stated
maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
|
●
|
if the
underlier
return
is
positive
(the final
underlier
level
is
greater than
the initial
underlier
level),
the
sum
of (i) $1,000
plus
(ii) the
product
of (a) $1,000
times
(b)
1.4 times
(c)
the
underlier
return, subject to the maximum
settlement amount;
|
|
●
|
if the
underlier
return
is
zero
or
negative
but
not below
-12.50% (the final
underlier
level
is
equal to
the initial underlier level or is
less than
the initial
underlier
level,
but not by more than 12.50%), $1,000; or
|
|
●
|
if the
underlier
return
is
negative
and is
below
-12.50% (the final
underlier
level
is
less than
the initial
underlier
level
by more than 12.50%), the
sum
of (i) $1,000
plus
(ii) the
product
of (a) approximately 1.142857
times
(b) the
sum of
the
underlier
return
plus
12.50%
times
(c) $1,000.
|
The notes will not be listed
on any securities exchange. Investment in the notes involves certain risks, including the credit risk of BofA Finance LLC (“BofA
Finance”), as issuer of the notes, and the credit risk of Bank of America Corporation (“BAC” or the “Guarantor”),
as guarantor of the notes. Potential purchasers of the notes should consider the information in “Risk Factors” beginning
on page PS-14 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-4 of the accompanying prospectus
supplement, and page 7 of the accompanying prospectus.
As
of the trade date, the initial estimated value of the notes is $995.30 per $1,000 in principal amount. See “Summary Information”
beginning on page PS-5 of this pricing supplement, “Risk Factors” beginning on page PS-14 of this pricing supplement
and “Structuring the Notes” on page PS-22 of this pricing supplement for additional information. The actual value of
your notes at any time will reflect many factors and cannot be predicted with accuracy.
Original issue date:
|
September 22, 2017
|
Price to public:
|
100.00% of the face amount
|
Underwriting discount:
(1)
|
0.00% of the face amount
|
Net proceeds to the issuer:
|
100.00% of the face amount
|
(1)
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), an affiliate of BofA Finance, will participate
as selling agent in the distribution of the notes. See “Supplemental Plan of Distribution—Conflicts of Interest”
on page PS-22 of this pricing supplement.
Neither the Securities and
Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this pricing supplement or the accompanying prospectus, prospectus supplement or product supplement. Any representation
to the contrary is a criminal offense. The notes and the related guarantee of the notes by the Guarantor 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 or any other governmental agency.
BofA Merrill
Lynch
Selling Agent
The price
to public and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the
date of this pricing supplement, at prices to public and net proceeds that differ from the amounts set forth above. The return
(whether positive or negative) on your investment in notes will depend in part on the price to public you pay for such notes.
MLPF&S and any of our other broker-dealer affiliates may
use this pricing supplement in the initial sale of the notes. In addition, MLPF&S and any of our other broker-dealer affiliates
may use this pricing supplement in a market-making transaction in a note after its initial sale.
Unless MLPF&S or any
of our other broker-dealer affiliates informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being
used in a market-making transaction.
About Your Prospectus
The notes are unsecured senior notes issued by BofA Finance,
a direct, wholly-owned subsidiary of BAC. Payments on the notes are fully and unconditionally guaranteed by the Guarantor. This
prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a
supplement to the documents listed below and should be read in conjunction with those documents:
Product supplement EQUITY-1 dated January 24, 2017:
https://www.sec.gov/Archives/edgar/data/70858/000119312517016445/d331325d424b5.htm
Series A MTN prospectus supplement dated November 4, 2016 and
prospectus dated November 4, 2016:
https://www.sec.gov/Archives/edgar/data/70858/000119312516760144/d266649d424b3.htm
The information in this pricing supplement supersedes any conflicting
information in the documents listed above. In addition, some of the terms or features described in the listed documents may not
apply to your notes.
|
|
Leveraged
Buffered S&P 500
®
Index-Linked Notes due November 20, 2019
|
|
|
|
|
INVESTMENT THESIS
|
You should
be willing to:
●
forgo gains greater than a Maximum Settlement
Amount of 124.71% of the face amount in exchange for (i) 1.4x leveraged upside participation if the Underlier Return is positive
and (ii) a buffer against loss of principal in the event of a decline of up to 12.50% in the Final Underlier Level relative to
the Initial Underlier Level.
●
forgo interest payments and accept the risk
of losing your entire investment in exchange for the potential to earn 140.00% of any positive Underlier Return up to a Maximum
Settlement Amount of 124.71% of the face amount.
Your
maximum return on your notes will not be greater than
the
return represented by the Maximum Settlement Amount, which is 24.71%. You could lose all or a portion of your investment if the
Underlier Return is less than -12.50%.
|
DETERMINING THE CASH SETTLEMENT AMOUNT
|
At maturity,
for each $1,000 face amount, the investor will receive (in each case as a percentage of the face amount):
●
if the Final Underlier Level is greater than
100.00% of the Initial Underlier Level, 100.00%
plus
140.00%
times
the Underlier Return, subject to a Maximum Settlement
Amount of 124.71%;
●
if the Final Underlier Level is between 87.50%
and 100.00% of the Initial Underlier Level, 100.00%; or
●
if the Final Underlier Level is less than 87.50%
of the Initial Underlier Level, 100.00%
minus
approximately 1.142857% for every 1.00% that the Final Underlier Level has
declined below 87.50% of the Initial Underlier Level.
If the Final Underlier Level
declines by more than 12.50%
from the Initial Underlier Level, the return on the
notes will be negative, and the investor could lose their entire investment in the notes.
|
|
|
|
|
|
|
|
KEY TERMS
|
|
Issuer:
|
BofA Finance LLC (“BofA Finance”)
|
Guarantor:
|
Bank of America Corporation (“BAC”)
|
Underlier:
|
The S&P 500
®
Index (Bloomberg symbol, “SPX Index”)
|
Face Amount:
|
$24,637,000 in the aggregate; each note will have a face amount equal to $1,000
|
Trade Date:
|
September 15, 2017
|
Settlement Date:
|
September 22, 2017
|
Determination Date:
|
November 15, 2019
|
Stated Maturity Date:
|
November 20, 2019
|
Initial Underlier Level:
|
2,500.23, which was the closing level of the Underlier on the Trade Date
|
Final Underlier Level:
|
The closing level of the Underlier on the Determination Date
|
Underlier Return:
|
The
quotient
of (i) the Final Underlier Level
minus
the Initial Underlier Level
divided by
(ii) the Initial Underlier Level, expressed as a positive or negative percentage
|
Upside Participation Rate:
|
140.00%
|
Buffer Level:
|
2,187.70, which is 87.50% of the Initial Underlier Level, rounded to two decimal places (equal to a -12.50% Underlier Return)
|
Buffer Amount:
|
12.50%
|
Buffer Rate:
|
The
quotient
of the Initial Underlier Level
divided
by the Buffer Level, which equals approximately 114.2857%
|
Maximum Settlement Amount:
|
$1,247.10 for each $1,000 face amount of your notes
|
Cap Level:
|
117.65% of the Initial Underlier Level.
|
CUSIP/ISIN:
|
09709TBF7 / US09709TBF75
|
HYPOTHETICAL PAYMENT AT MATURITY
|
|
Hypothetical Final Underlier Level (as % of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount (as % of Face Amount)
|
150.000%
|
124.710%
|
140.000%
|
124.710%
|
130.000%
|
124.710%
|
120.000%
|
124.710%
|
117.650%
|
124.710%
|
111.000%
|
115.400%
|
105.000%
|
107.000%
|
100.000%
|
100.000%
|
96.000%
|
100.000%
|
92.000%
|
100.000%
|
88.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
Please read
the section entitled “Risk Factors” of this pricing supplement as well as the risks and considerations described in
“Risk Factors” beginning on page PS-5 of the accompanying product supplement, page S-4 of the accompanying prospectus
supplement, and page 7 of the accompanying prospectus.
SUMMARY INFORMATION
We refer to the notes we are offering by this pricing supplement
as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Capitalized
terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement, prospectus
supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing
supplement to “we,” “us,” “our,” or similar references are to BofA Finance, and not to BAC
(or any other affiliate of BofA Finance).
This section is meant as a summary and should be read in conjunction
with the accompanying product supplement, prospectus supplement and prospectus. This pricing supplement supersedes any conflicting
provisions of the documents listed above.
|
Key
Terms
Issuer:
|
BofA Finance LLC (“BofA Finance”)
|
Guarantor:
|
Bank of America Corporation (“BAC”)
|
Underlier:
|
The S&P 500
®
Index (Bloomberg symbol, “SPX Index”), as published by S&P Dow Jones Indices LLC (“SPDJI” or the “Underlier Sponsor”)
|
Specified Currency:
|
U.S. dollars (“$”)
|
Face Amount:
|
Each note will have a face amount of $1,000; $24,637,000 in the aggregate for all the offered notes; the aggregate face amount of the offered notes may be increased if we, at our sole option, decide to sell an additional amount of the offered notes on a date subsequent to the date of this pricing supplement.
|
Purchase at Amount Other Than the Face Amount:
|
The amount we will pay you at the stated maturity
date for your notes will not be adjusted based on
the price to public you pay for your notes, so if you
acquire notes at a premium (or discount) to face
amount and hold them to the stated maturity
date, it could affect your investment in a number
of ways. The return on your investment in such
notes will be lower (or higher) than it would have
been had you purchased the notes at face
amount. Also, the stated Buffer Level would not offer the same measure of protection to your investment as would be the case if you had purchased the notes at face amount. Additionally, the Cap Level would be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Risk Factors
—
If You
Purchase Your Notes at a Premium to Face
Amount, the Return on Your Investment Will Be
Lower Than the Return on Notes Purchased at
Face Amount and the Impact of Certain Key
Terms of the Notes Will Be Negatively Affected”
beginning on page PS-
15
of this pricing supplement.
|
Cash Settlement Amount:
|
For each $1,000 face amount of your notes, we will pay you
on the stated maturity date an amount in cash equal to:
●
if the Final Underlier Level is
greater than
or
equal to
the Cap Level, the Maximum Settlement Amount;
●
if the Final Underlier Level is
greater than
the Initial Underlier Level but
less than
the Cap Level, the
sum
of (1) $1,000
plus
(2) the
product
of (i) $1,000
times
(ii) the Upside Participation Rate
times
(iii) the Underlier Return;
●
if the Final Underlier Level is
equal to
or
less than
the Initial Underlier Level but
greater than
or
equal to
the Buffer Level, $1,000; or
●
if the Final Underlier Level is
less than
the Buffer Level, the
sum
of (1) $1,000
plus
(2) the product
of (i) $1,000
times
(ii) the Buffer Rate
times
(iii) the
sum
of the Underlier Return
plus
the Buffer
Amount.
In this case, the cash settlement amount will be less than the face amount of the
notes, and you will lose some or all of the face amount.
|
Initial Underlier Level:
|
2,500.23
|
Final Underlier Level:
|
The closing level of the Underlier on the Determination Date, except in the limited circumstances described under “—Market Disruption Events” below and “Description of the Notes – Certain Terms of the Notes – Events Relating to Calculation Days,” “Description of the Notes – Adjustments to an Index” and “– Discontinuance of an Index” in the accompanying product supplement.
|
Underlier Return:
|
The
quotient
of (1) the Final Underlier Level
minus
the Initial Underlier Level
divided
by (2) the Initial Underlier Level, expressed as a percentage
|
Upside Participation Rate:
|
140.00%
|
Cap Level:
|
117.65%
|
Maximum Settlement Amount:
|
$1,247.10 per $1,000 face amount of the notes
|
Buffer Level:
|
2,187.70, which is 87.50% of the Initial Underlier Level (rounded to two decimal places)
|
Buffer Amount:
|
12.50%
|
Buffer Rate:
|
The
quotient
of the Initial Underlier Level
divided
by the Buffer Level, which equals approximately 114.2857%
|
Trade Date:
|
September 15, 2017
|
Original Issue Date (Settlement Date):
|
September 22, 2017
|
Determination Date:
|
November 15, 2019,subject to postponement of up to five scheduled trading days, as set forth in the section “Description of the Notes—Certain Terms of the Notes—Events Relating to Calculation Days” of the accompanying product supplement
|
Stated Maturity Date:
|
November 20, 2019, subject to postponement as set forth below and in the section “Description of the Notes—Certain Terms of the Notes—Events Relating to Calculation Days” of the accompanying product supplement
|
Business Day:
|
As described under “Description of the Notes—Certain Terms of the Notes—Business Days” in the accompanying product supplement
|
Trading Day:
|
As described under “Description of the Notes—Certain Terms of the Notes—Trading Days” in the accompanying product supplement
|
Closing Level
of the Underlier:
|
The official closing level of the Underlier or any successor index published by the Underlier Sponsor on such trading day for that Underlier
|
Market Disruption Events:
|
The following replaces in its entirety the
section entitled “Description of the Notes—Market Disruption Events—Indices” in the accompanying product
supplement:
With respect to any given trading day, any
of the following will be a Market Disruption Event with respect to the Underlier:
·
a suspension, absence or material limitation of trading in Underlier Stocks (as defined below) constituting 20% or more,
by weight, of the Underlier on their respective primary markets, in each case for more than two consecutive hours of trading or
during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion,
·
a suspension, absence or material limitation of trading in option or futures contracts, if available, relating to the Underlier
or to Underlier Stocks constituting 20% or more, by weight, of the Underlier in their respective primary markets for those contracts,
in each case for more than two consecutive hours of trading or during the one-half hour before the close of trading in that market,
as determined by the calculation agent in its sole
|
|
discretion, or
·
Underlier Stocks constituting 20% or more, by weight, of the Underlier, or option or futures contracts, if available, relating
to the Underlier or to Underlier Stocks constituting 20% or more, by weight, of the Underlier do not trade on what were the respective
primary markets for those Underlier Stocks or contracts, as determined by the calculation agent in its sole discretion,
and, in the case of any of these events,
the calculation agent determines in its sole discretion that the event could materially interfere with the ability of us or any
of our affiliates or a similarly situated party to unwind all or a material portion of a hedge that could be effected with respect
to the notes. For more information about hedging by us and/or any of our affiliates, see “Supplemental Use of Proceeds”
on page PS-16 of product supplement EQUITY-1.
The following events will not be Market Disruption
Events with respect to the Underlier:
·
a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in
the regular business hours of the relevant market, and
·
a decision to permanently discontinue trading in the option or futures contracts relating to the Underlier or to any Underlier
Stock.
For this purpose, an “absence of trading”
in the primary securities market on which an Underlier Stock, or on which option or futures contracts, if available, relating to
the Underlier or to any Underlier Stock are traded will not include any time when that market is itself closed for trading under
ordinary circumstances. In contrast, a suspension or limitation of trading in an Underlier Stock or in option or futures contracts,
if available, relating to the Underlier or to any Underlier Stock in the primary market for that stock or those contracts, by reason
of:
·
a price change exceeding limits set by that market,
·
an imbalance of orders relating to that Underlier Stock or those contracts, or
·
a disparity in bid and ask quotes relating to that Underlier Stock or those contracts,
will constitute a suspension or material
limitation of trading in the Underlier or those contracts in that market.
If the Determination Date is postponed due
to a Market Disruption Event, the payment due at maturity may be postponed by the same number of business days, as set forth in
the section “Description of the Notes—Certain Terms of the Notes—Events Relating to Calculation Days” of
the accompanying product supplement.
|
No Listing:
|
The notes will not be listed on any securities exchange or interdealer quotation system
|
No Interest:
|
The notes do not bear interest
|
No Redemption:
|
The notes will not be subject to any optional redemption right or price dependent redemption right
|
Events of Default:
|
If an Event of Default, as defined in the Senior Indenture and in the section entitled “Events of Default and Rights of Acceleration” beginning on page 35 of the accompanying prospectus, with respect to the notes occurs and is continuing, the amount payable to a holder of the notes upon any acceleration permitted under the Senior Indenture will be equal to the amount described under the caption “—Cash Settlement Amount,” calculated as though the date of acceleration were the maturity date of the notes and as though the determination date were the fifth trading day prior to the date of acceleration. In case of a default in the payment of the notes, the notes will not bear a default interest rate.
|
Calculation Agent:
|
MLPF&S, an affiliate of BofA Finance.
|
Selling Agent:
|
MLPF&S, an affiliate of BofA Finance. See “Supplemental Plan of Distribution— Conflicts of Interest” on page PS-21 of this pricing supplement.
|
CUSIP/ISIN:
|
09709TBF7 / US09709TBF75
|
Initial Estimated Value:
|
The initial estimated value of the notes
as of the trade date is set forth on the cover page of this pricing supplement.
Payments on the notes, including the Maximum
Settlement Amount, depend on the credit risk of BofA Finance and BAC and on the performance of the Underlier. The economic terms
of the notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance
of market-linked notes and the economic terms of certain related hedging arrangements it enters into. BAC’s internal funding
rate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference
in funding rate, as well as 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 to purchase the notes is greater than the
initial estimated value of the notes as of the trade date.
For more information about the initial estimated
value and the structuring of the notes, see “Risk Factors” beginning on page PS-14 and “Structuring the Notes”
on page PS-22.
|
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement,
all references to each of the following terms used in the accompanying product supplement will be deemed to refer to the corresponding
term used in this pricing supplement, as set forth in the table below:
Product Supplement Term
|
Pricing Supplement Term
|
pricing date
|
trade date
|
maturity date
|
stated maturity date
|
calculation day
|
Determination Date
|
principal amount
|
face amount
|
Market Measure
|
Underlier
|
Index
|
Underlier
|
HYPOTHETICAL
EXAMPLES
The following table and chart are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and merely are intended to illustrate
the impact that the various hypothetical levels of the Underlier on the Determination Date could have on the Cash Settlement Amount
at maturity assuming all other variables remain constant.
The examples below are based on a range of Final Underlier Levels
that are entirely hypothetical; the level of the Underlier on any day throughout the life of the notes, including the Final Underlier
Level on the Determination Date, cannot be predicted. The Underlier has been highly volatile in the past — meaning that the
level of the Underlier has changed considerably in relatively short periods — and its performance cannot be predicted for
any future period.
The information in the following examples reflects hypothetical
rates of return on the offered notes assuming that they are purchased on the original issue date at the face amount and held to
the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend
upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in
the table below, such as interest rates, the volatility of the Underlier, the creditworthiness of BofA Finance, as issuer, and
the creditworthiness of BAC, as guarantor. In addition, the initial estimated value of your notes as of the trade date (as determined
by reference to pricing models used by us and our affiliates) is less than the original price to public of your notes. For more
information on the estimated value of your notes, see “Risk Factors — The Public Offering Price You Pay for the Notes
Will Exceed Their Initial Estimated Value” on page PS-14 of this pricing supplement. The information in the table also reflects
the key terms and assumptions in the box below.
Key Terms and Assumptions
|
Face Amount
|
$1,000
|
Upside Participation Rate
|
140.00%
|
Cap Level
|
117.65% of the Initial Underlier Level
|
Maximum Settlement Amount
|
$1,247.10 per note
|
Buffer Level
|
87.50% of the Initial Underlier Level
|
Buffer Rate
|
Approximately 114.2857%
|
Buffer Amount
|
12.50%
|
Neither a Market Disruption Event nor a non-trading day occurs on the originally scheduled Determination Date, and the Underlier is not discontinued on or prior to such date
|
No change in or affecting any of the stocks included in the Underlier (the “Underlier Stocks”) or the method by which the Underlier Sponsor calculates the Underlier
|
Notes purchased on original issue date at the face amount and held to the stated maturity date
|
For these reasons, the actual performance of the Underlier over
the life of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples
shown below or to the historical levels of the Underlier shown elsewhere in this pricing supplement. For information about the
historical levels of the Underlier during recent periods, see “The Underlier — Historical Closing Levels of the Underlier”
below. Before investing in the offered notes, you should consult publicly available information to determine the levels of the
Underlier between the date of this pricing supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into
account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect
the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the Underlier Stocks.
The levels in the left column of the table below represent hypothetical
Final Underlier Levels and are expressed as percentages of the Initial Underlier Level. The amounts in the right column represent
the hypothetical Cash Settlement Amounts, based on the corresponding hypothetical Final Underlier Level, and are expressed as percentages
of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical Cash Settlement Amount
of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the
offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical
Final Underlier Level and the assumptions noted above.
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier
Level)
|
Hypothetical Cash Settlement Amount
(as Percentage of Face Amount)
|
150.000%
|
124.710%
|
140.000%
|
124.710%
|
130.000%
|
124.710%
|
120.000%
|
124.710%
|
117.650%
|
124.710%
|
111.000%
|
115.400%
|
105.000%
|
107.000%
|
100.000%
|
100.000%
|
96.000%
|
100.000%
|
92.000%
|
100.000%
|
88.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
If, for example, the Final Underlier Level were determined to
be 25.000% of the Initial Underlier Level, the Cash Settlement Amount that we would deliver on your notes at maturity would be
approximately 28.571% of the face amount of your notes (which would be equal to a Cash Settlement Amount of $285.71), as shown
in the table above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the
stated maturity date, you would lose approximately 71.429% of your investment (if you purchased your notes at a premium to face
amount you would lose a correspondingly higher percentage of your investment).
If the Final Underlier Level were determined to be 0.000% of the Initial Underlier Level, you would lose your entire investment
in the notes.
In addition, if the Final Underlier Level were determined to be 150.000% of the Initial Underlier Level,
the Cash Settlement Amount that we would deliver on your notes at maturity would be capped at the Maximum Settlement Amount of
$1,247.10, or 124.710% of each $1,000 face amount of your notes, as shown in the table above. As a result, if you held your notes
to the stated maturity date, you would not benefit from any increase in the Final Underlier Level of greater than 117.650% of the
Initial Underlier Level.
The following chart shows a graphical illustration of the hypothetical
Cash Settlement Amounts that we would pay on your notes on the stated maturity date, if the Final Underlier Level were any of the
hypothetical levels shown on the horizontal axis. The hypothetical Cash Settlement Amounts in the chart are expressed as percentages
of the face amount of your notes and the hypothetical Final Underlier Levels are expressed as percentages of the Initial Underlier
Level. The chart shows that any hypothetical Final Underlier Level of less than 87.500% (the section left of the 87.500% marker
on the horizontal axis) would result in a hypothetical Cash Settlement Amount of less than 100.000% of the face amount of your
notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the
notes. The chart also shows that any hypothetical Final Underlier Level of greater than or equal to 117.650% (the section right
of the 117.650% marker on the horizontal axis) would result in a capped return on your investment.
The Cash Settlement Amounts shown above are entirely hypothetical;
they are based on market prices for the Underlier Stocks that may not be achieved on the Determination Date and on assumptions
that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including
any time you may wish to sell your notes, may bear little relation to the hypothetical Cash Settlement Amounts shown above, and
these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical
Cash Settlement Amounts on notes held to the stated maturity date in the examples above assume you purchased your notes at their
face amount and have not been adjusted to reflect the actual price to public you pay for your notes. The return on your investment
(whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes
for a price other than the face amount, the return on your investment will differ from, and may be significantly lower than, the
hypothetical returns suggested by the above examples. Please read “Risk Factors — If You Purchase Your Notes at a Premium
to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of
Certain Key Terms of the Notes Will Be Negatively Affected” below.
Payments on the notes are economically equivalent to the amounts
that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent to a combination
of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more
implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or
the U.S. federal income tax treatment of the notes, as described elsewhere in this pricing supplement.
We cannot predict the actual Final Underlier Level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the level
of the Underlier
and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the actual Final Underlier Level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart above.
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RISK
FACTORS
An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, prospectus supplement and product supplement. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, prospectus supplement and product supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the Underlier Stocks, i.e., the stocks comprising the Underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
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You May Lose Your Entire Investment
in the Notes
You can lose your entire
investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the performance of
the Underlier as measured from the Initial Underlier Level to the closing level on the Determination Date. If the Final Underlier
Level is
less than
the Buffer Level, you will have a loss for each $1,000 of the face amount of your notes equal to the
product
of the Buffer Rate
times
the
sum
of the Underlier Return
plus
the Buffer Amount
times
$1,000.
Thus, you will be exposed on a leveraged basis to any decrease in the Final Underlier Level beyond the Buffer Amount, and the return
on your investment will be negative. You may lose your entire investment in the notes, which would include any premium to face
amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity
date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the
stated maturity date, you may receive far less than the amount of your investment in the notes.
The Return on Your Notes Will Be Limited
to the Maximum Settlement Amount
Your ability to participate in any appreciation in the level
of the Underlier over the life of your notes will be limited because of the Cap Level. The Maximum Settlement Amount will limit
the Cash Settlement Amount you may receive for each of your notes at maturity, no matter how much the level of the Underlier increases
beyond the Cap Level over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less
than it would have been had you invested directly in the Underlier Stocks.
Any Payment on the Notes Is Subject
to Our Credit Risk and the Credit Risk of the Guarantor, and Actual or Perceived Changes in Our or the Guarantor’s Creditworthiness
Are Expected to Affect the Value of the Notes
The notes are our senior unsecured debt securities. Any payment
on the notes will be fully and unconditionally guaranteed by the Guarantor. The notes are not guaranteed by any entity other than
the Guarantor. As a result, your receipt of the Cash Settlement Amount at maturity will be dependent upon our ability and the ability
of the Guarantor to repay our obligations under the notes on the stated maturity date, regardless of the level of the Underlier.
No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be on the stated
maturity date. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not
receive the amounts payable under the terms of the notes.
In addition, our credit ratings and the credit ratings of the
Guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the Guarantor’s
perceived creditworthiness and actual or anticipated decreases in our or the Guarantor’s credit ratings or increases in the
spread between the yield on our respective securities and the yield on U.S. Treasury securities (the “credit spread”)
prior to the stated maturity date may adversely affect the market value of the notes. However, because your return on the notes
depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the
level of the Underlier, an improvement in our or the Guarantor’s credit ratings will not reduce the other investment risks
related to the notes.
We Are a Finance Subsidiary and, as
Such, Will Have Limited Assets and Operations
We are a finance subsidiary of BAC and will have no assets,
operations or revenues other than those related to the issuance, administration and repayment of our debt securities that are guaranteed
by the Guarantor. As a finance subsidiary, to meet our obligations under the notes, we are dependent upon payment or contribution
of funds and/or repayment of outstanding loans from the Guarantor and/or its other subsidiaries. Therefore, our ability to make
payments on the notes may be limited. In addition, we will have no independent assets available for distributions to holders of
the notes if they make claims in respect of the notes in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries
by such holders may be limited to those available under the related
guarantee by the Guarantor, and that guarantee will rank equally
with all other unsecured senior obligations of the Guarantor.
The Public Offering Price for the Notes
Exceeds Their Initial Estimated Value
The initial estimated value of the notes that is provided in
this pricing supplement is an estimate only, determined as of the trade date by reference to our and our affiliates’ pricing
models. These pricing models consider certain assumptions and variables, including our credit spreads and those of the Guarantor,
the Guarantor’s internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends
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 initial estimated value does not represent a minimum or
maximum price at which we, the Guarantor, MLPF&S or any other entities 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 the date of this pricing supplement will vary based
on many factors that cannot be predicted with accuracy, including our and the Guarantor’s creditworthiness and changes in
market conditions.
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 their initial estimated value. This is due to, among other things,
changes in the level of the Underlier, the Guarantor’s internal funding rate, and the inclusion in the public offering price
of the hedging related charges, all as further described in "Structuring the Notes" below. 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 Price of the Notes That May Be Paid
by MLPF&S (and Which May Be Reflected on Customer Account Statements) May Be Higher than the Then-Current Estimated Value of
the Notes for a Limited Time Period After the Trade Date
As agreed by MLPF&S and the distribution participants,
for approximately a three-month period after the trade date, MLPF&S expects to offer to buy the notes in the secondary market
at a price that will exceed the estimated value of the notes at that time. The amount of this excess, which represents a portion
of the hedging-related charges expected to be realized by MLPF&S and the distribution participants over the term of the notes,
will decline to zero on a straight line basis over that three-month period. Accordingly, the estimated value of your notes during
this initial three-month period may be lower than the value shown on your customer account statements. Thereafter, if MLPF&S
buys or sells your notes, it will do so at prices that reflect the estimated value determined by reference to its pricing models
at that time. Any price at any time after the trade date will be based on then-prevailing market conditions and other considerations,
including the performance of the Underlier and the remaining term of the notes. However, none of us, the Guarantor, MLPF&S
or any other party is obligated to purchase your notes at any price or at any time, and we cannot assure you that any party will
purchase your notes at a price that equals or exceeds the initial estimated value of the notes.
We Cannot Assure You that a Trading
Market for Your Notes Will Ever Develop or Be Maintained
We will not list the notes on any securities exchange. We cannot
predict how the notes will trade in any secondary market or whether that market will be liquid or illiquid.
The development of a trading market for the notes will depend
on the Guarantor’s financial performance and other factors, including changes in the level of the Underlier. The number of
potential buyers of your notes in any secondary market may be limited. We anticipate that MLPF&S will act as a market-maker
for the notes, but none of us, the Guarantor or MLPF&S is required to do so. There is no assurance that any party will be willing
to purchase your notes at any price in any secondary market. MLPF&S may discontinue its market-making activities as to the
notes at any time. To the extent that MLPF&S engages in any market-making activities, it may bid for or offer the notes. Any
price at which MLPF&S may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models
that it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed
transactions may affect the prices, if any, at which the notes might otherwise trade in the market.
In addition, if at any time MLPF&S were to cease acting
as a market-maker as to the notes, it is likely that there would be significantly less liquidity in the secondary market. In such
a case, the price at which the notes could be sold likely would be lower than if an active market existed.
The Amount Payable on Your Notes Is
Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date
The Final Underlier Level will be the closing level of the
Underlier on the Determination Date (subject to adjustment as described elsewhere in this pricing supplement). Therefore, if the
closing level of the Underlier decreased significantly on the Determination Date, the Cash Settlement Amount for your notes may
be significantly less than it would have been had the Cash Settlement Amount been linked to the closing level of the Underlier
prior to such decrease in the level of the Underlier. Although the actual level of the Underlier on the stated maturity date or
at other times during the life of your notes may be higher than the Final Underlier Level, you will not benefit from the closing
level of the Underlier at any time other than on the Determination Date.
Your Notes Will Not Bear Interest
You will not receive any interest payments on your notes.
As a result, even if the Cash Settlement Amount payable for your notes on the stated maturity date exceeds the face amount of your
notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security
of comparable maturity that bears interest at a prevailing market rate.
The Probability that the Final Underlier
Level Will Be Less Than the Buffer Level Will Depend in Part on the Volatility of the Underlier
“Volatility” refers to the frequency
and magnitude of changes in the level of the Underlier. The greater the expected volatility with respect to the Underlier on the
trade date, the higher the expectation as of the trade date that the Final Underlier Level could be less than the Buffer Level,
indicating a higher expected risk of loss on the notes. The terms of the notes are set, in part, based on expectations about the
volatility of the Underlier as of the trade date. The volatility of the Underlier can change significantly over the term of the
notes. The level of the Underlier could fall sharply, which could result in a significant loss of principal. You should be willing
to accept the downside market risk of the Underlier and the potential to lose a significant amount of your principal at maturity.
You Have No Shareholder Rights or Rights
to Receive Any Underlier Stock
Investing in your notes will not make you a holder of any of
the Underlier Stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the Underlier
Stocks, including voting rights, any right to receive dividends or other distributions, any rights to make a claim against the
Underlier Stocks or any other rights of a holder of the Underlier Stocks. Your notes will be paid in cash and you will have no
right to receive delivery of any Underlier Stocks.
The Publisher of the Underlier May Adjust
the Underlier in a Way that Affects Its Levels, and the Publisher Has No Obligation to Consider Your Interests
The publisher of the Underlier can add, delete,
or substitute the components included in the Underlier or make other methodological changes that could change its level. A new
security included in the Underlier may perform significantly better or worse than the replaced security, and the performance will
impact the level of the Underlier. Additionally, the publisher of the Underlier may alter, discontinue, or suspend calculation
or dissemination of the Underlier. Any of these actions could adversely affect the value of your notes. The publisher of the Underlier
will have no obligation to consider your interests in calculating or revising the Underlier.
We May Sell Additional Notes at a Different
Issue Price
At our sole option, we may decide to sell an additional aggregate
face amount of the notes subsequent to the date of this pricing supplement. The price to public of the notes in the subsequent
sale may differ substantially (higher or lower) from the original price to public you paid as provided on the cover of this pricing
supplement.
If You Purchase Your Notes at a Premium
to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of
Certain Key Terms of the Notes Will Be Negatively Affected
The Cash Settlement Amount will not be adjusted based on the
price to public you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the
return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than,
the return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated
maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at
face amount or a discount to face amount. In addition, the impact of the Buffer Level and the Cap Level on the return on your investment
will depend upon the price you pay for your notes relative to face amount. For example, if you purchase your notes at a premium
to face amount, the Cap Level will only permit a lower positive return in your investment in the notes than would have been the
case for notes purchased at face amount or a
discount to face amount. Similarly, the Buffer Level, while
still providing some protection for the return on the notes, will allow a greater percentage decrease in your investment in the
notes than would have been the case for notes purchased at face amount or a discount to face amount.
If the Level of the Underlier Changes,
the Market Value of Your Notes May Not Change in the Same Manner
Your notes may trade quite differently from the performance
of the Underlier. Changes in the levels of the Underlier may not result in a comparable change in the market value of your notes.
We discuss some of the reasons for this disparity under “ — The Market Value of the Notes Will Be Affected by Various
Factors That Interrelate in Complex Ways, and Their Market Value May Be Less Than the Face Amount” below.
Trading and Hedging Activities by Us,
the Guarantor and Any of Our Other Affiliates May Affect Your Return on the Notes and Their Market Value
We, the Guarantor and our other affiliates, including MLPF&S,
and any other distributors of the notes may buy or sell the securities represented by the Underlier, or futures or options contracts
on the Underlier or those securities, or other listed or over-the-counter derivative instruments linked to the Underlier or the
Underlier Stocks. We, the Guarantor and any of our other affiliates, including MLPF&S, and any other distributors of the notes
may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our
obligations under the notes. These transactions could affect the value of these securities and, in turn, the value of the Underlier
in a manner that could be adverse to your investment in the notes. On or before the applicable trade date, any purchases or sales
by us, the Guarantor or other entities (including for the purpose of hedging anticipated exposures) may affect the level of the
Underlier or the Underlier Stocks. Consequently, the level of the Underlier or the prices of the Underlier Stocks may change subsequent
to the trade date of an issue of the notes, adversely affecting the market value of the notes.
We, the Guarantor or one or more of our other affiliates, including
MLPF&S, and any other distributors of the notes may also engage in hedging activities that could affect the level of the Underlier
on the trade date. In addition, these activities may decrease the market value of your notes prior to maturity, and may affect
the amounts to be paid on the notes. We, the Guarantor or one or more of our other affiliates, including MLPF&S, and any other
distributors of the notes may purchase or otherwise acquire a long or short position in the notes and may hold or resell the notes.
For example, MLPF&S may enter into these transactions in connection with any market making activities in which they engage.
We cannot assure you that these activities will not adversely affect the level of the Underlier, the market value of your notes
prior to maturity or the amounts payable on the notes.
Our Trading, Hedging and Other Business
Activities May Create Conflicts of Interest With You
We, the Guarantor or one or more of our other affiliates, including
MLPF&S, and any other distributors of the notes may engage in trading activities related to the Underlier and to the Underlier
Stocks that are not for your account or on your behalf. We, the Guarantor or one or more of our other affiliates, including MLPF&S,
and any other distributors of the notes also may issue or underwrite other financial instruments with returns based upon the Underlier.
These trading and other business activities may present a conflict of interest between your interest in the notes and the interests
we, the Guarantor and our other affiliates, including MLPF&S, and any other distributors of the notes may have in our proprietary
accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or
their management. These trading and other business activities, if they influence the level of the Underlier or secondary trading
in your notes, could be adverse to your interests as a beneficial owner of the notes.
We expect to enter into arrangements or adjust or close out
existing transactions to hedge our obligations under the notes. We, the Guarantor or our other affiliates, including MLPF&S,
and any other distributors of the notes also may enter into hedging transactions relating to other notes or instruments, some of
which may have returns calculated in a manner related to the notes. We may enter into such hedging arrangements with one of our
affiliates. Our affiliates or such other distributors may enter into additional hedging transactions with other parties relating
to the notes and the Underlier. This hedging activity is expected to result in a profit to those engaging in the hedging activity,
which could be more or less than initially expected, or the hedging activity could also result in a loss. We and these other entities
will price these hedging transactions with the intent to realize a profit, regardless of whether the value of the notes increases
or decreases. Any profit in connection with such hedging activities will be in addition to any other compensation that we or other
parties receive for the sale of the notes, which creates an additional incentive to sell the notes to you.
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
MLPF&S will be the calculation agent for the notes and,
as such, will make a variety of determinations relating to the notes, including the amounts that will be paid on the notes. Under
some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities
as calculation agent. These conflicts could occur, for instance, in connection with the calculation agent’s determination
as to whether a Market Disruption Event has occurred. The calculation agent will be required to carry out its duties in good faith
and use its reasonable judgment. However, because we expect that the Guarantor will control the calculation agent, potential conflicts
of interest could arise.
The Market Value of the Notes Will Be
Affected by Various Factors That Interrelate in Complex Ways, and Their Market Value May Be Less Than the Face Amount
If
you wish to liquidate your investment in the notes prior to maturity, your only option would be to sell them in the secondary market.
At that time, there may be an illiquid market for your notes or no market at all. Even if you were able to sell your notes, there
are many factors outside of our control that may affect their market value, such as the level and the volatility of the Underlier,
economic and other conditions generally, interest rates, dividend yields
on
the securities represented by the Underlier,
exchange rate movements
and volatility, our and the guarantor’s financial condition and creditworthiness,
time
to maturity. The impact of any one factor may be offset or magnified by the effect of another factor. See “Risk Factors—General
Risks Relating to the Notes—The notes are not designed to be short-term trading instruments and if you attempt to sell the
notes prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and
their market value may be less than the principal amount” beginning on page PS-8 of product supplement EQUITY-1.
The U.S. Federal Income Tax Consequences
of an Investment in the Notes Are Uncertain, and May Be Adverse to a Holder of the Notes
No statutory, judicial, or administrative authority directly
addresses the characterization of the notes or securities similar to the notes for U.S. federal income tax purposes. As a result,
significant aspects of the U.S. federal income tax consequences of an investment in the notes are not certain. Under the terms
of the notes, you will have agreed with us to treat the notes as single financial contracts, as described under “U.S. Federal
Income Tax Summary—General.” If the Internal Revenue Service (the “IRS”) were successful in asserting an
alternative characterization for the notes, the timing and character of gain or loss with respect to the notes may differ. No ruling
will be requested from the IRS with respect to the notes and no assurance can be given that the IRS will agree with the statements
made in the section entitled “U.S. Federal Income Tax Summary.” You are urged to consult with your own tax advisor
regarding all aspects of the U.S. federal income tax consequences of investing in the notes.
THE
UNDERLIER
All disclosures contained in this pricing supplement regarding
the Underlier, 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 (“SPDJI” or the “Underlier Sponsor”). The Underlier Sponsor, which licenses the copyright and all other
rights to the Underlier, has no obligation to continue to publish, and may discontinue publication of, the Underlier. The consequences
of the Underlier Sponsor discontinuing publication of the applicable Underlier are discussed in “Description of the Notes—Discontinuance
of an Index” in the accompanying product supplement. None of us, the Guarantor, the calculation agent, or MLPF&S accepts
any responsibility for the calculation, maintenance or publication of the Underlier or any successor index.
None of us, the Guarantor, MLPF&S or any of our other affiliates
makes any representation to you as to the future performance of the Underlier.
You should make your own investigation into the Underlier.
The S&P 500
®
Index
The Underlier includes a representative sample of 500 companies
in leading industries of the U.S. economy. The Underlier is intended to provide an indication of the pattern of common stock price
movement. The calculation of the level of the Underlier 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.
Effective March 10, 2017, company additions to the Underlier
must have an unadjusted company market capitalization of $6.1 billion or more (an increase from the previous requirement of an
unadjusted company market capitalization of $5.3 billion or more).
The Underlier Sponsor calculates the Underlier by reference
to the prices of the constituent stocks of the Underlier 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 Underlier constituent
stocks and received the dividends paid on those stocks. Additional information is available on the following websites: us.spindices.com/indices/equity/sp-500
and spdji.com/. We are not incorporating by reference the websites or any material they include in this pricing supplement.
As of August 31, 2017, the companies included in the Underlier
were divided into eleven Global Industry Classification Sectors. The Global Industry Classification Sectors include (with the approximate
percentage currently included in such sectors indicated in parentheses): Consumer Discretionary (12.1%), Consumer Staples (8.5%),
Energy (5.7%), Financials (14.2%), Health Care (14.7%), Industrials (10.1%), Information Technology (23.5%), Materials (2.9%),
Real Estate (3.0%), Telecommunication Services (2.1%) and Utilities (3.3%). (Sector designations are determined by the Underlier
Sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining sector designations.
In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector
is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences
in methodology as well as actual differences in the sector composition of the indices.)
Computation of the Underlier
While the Underlier Sponsor currently employs the following
methodology to calculate the Underlier, no assurance can be given that the Underlier Sponsor will not modify or change this methodology
in a manner that may affect the Cash Settlement Amount.
Historically, the market value of any component stock of the
Underlier 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 Underlier Sponsor began shifting the Underlier halfway from a market capitalization weighted formula
to a float-adjusted formula, before moving the Underlier to full float adjustment on September 16, 2005. The Underlier Sponsor’s
criteria for selecting stocks for the Underlier did not change with the shift to float adjustment. However, the adjustment affects
each company’s weight in the Underlier.
Under float adjustment, the share counts used in calculating
the Underlier 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 Underlier. 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.
For each stock, an investable weight factor (“IWF”)
is calculated by dividing the available float shares by the total shares outstanding. 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 Underlier 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 Underlier 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. As of July 31, 2017, companies with multiple share
class lines are no longer eligible for inclusion in the Underlier. Constituents of the Underlier prior to July 31, 2017 with multiple
share class lines will be grandfathered in and continue to be included in the Underlier. If a constituent company of the Underlier
reorganizes into a multiple share class line structure, that company will remain in the Underlier at the discretion of the S&P
Index Committee in order to minimize turnover.
The Underlier is calculated using a base-weighted aggregate
methodology. The level of the Underlier reflects the total market value of all 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 practice, the
daily calculation of the Underlier 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 Underlier, it serves as
a link to the original base period level of the Underlier. The index divisor keeps the Underlier comparable over time and is the
manipulation point for all adjustments to the Underlier, which is index maintenance.
Index Maintenance
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 Underlier, and do not require index divisor adjustments.
To prevent the level of the Underlier from changing due to
corporate actions, corporate actions which affect the total market value of the Underlier require an index divisor adjustment.
By adjusting the index divisor for the change in market value, the level of the Underlier remains constant and does not reflect
the corporate actions of individual companies in the Underlier. Index divisor adjustments are made after the close of trading and
after the calculation of the Underlier closing level.
Changes in a company’s
shares outstanding and IWF due to its acquisition of another public company are made as soon as reasonably possible. At the Underlier
Sponsor’s discretion,
de minimis
merger and acquisition share changes are accumulated and implemented with the quarterly
share rebalancing.
All other changes of less
than 5% are accumulated and made quarterly on the third Friday of March, June, September, and December.
Changes in a company’s
total shares outstanding of 5% or more due to public offerings are made as soon as reasonably possible. Other changes of 5% or
more (for example, due to tender offers, Dutch auctions, voluntary exchange offers, company stock repurchases, private placements,
acquisitions of private companies or non-index companies that do not trade on a major exchange, redemptions, exercise of options,
warrants, conversion of preferred stock, notes, debt, equity participations, at-the-market stock offerings or other recapitalizations)
are made weekly, and are generally announced on Fridays for implementation after the close of trading the following Friday (one
week later). If a 5% or more share change causes a company’s IWF to change by five percentage points or
more, the IWF is updated
at the same time as the share change. IWF changes resulting from partial tender offers are considered on a case-by-case basis.
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.
Historical Closing Levels of the Underlier
The closing level of the Underlier has fluctuated in the past
and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the
Underlier during the period shown below is not an indication that the Underlier is more or less likely to increase or decrease
at any time during the life of your notes.
You should not take the historical levels of the Underlier
as an indication of its future performance.
We cannot give you any assurance that the future performance of the Underlier or
the Underlier Stocks will result in your receiving an amount greater than the outstanding face amount of your notes on the stated
maturity date.
Neither we nor any of our affiliates make any representation
to you as to the performance of the Underlier. Before investing in the offered notes, you should consult publicly available information
to determine the levels of the Underlier between the date of this pricing supplement and the date of your purchase of the offered
notes. The actual performance of the Underlier over the life of the offered notes, as well as the Cash Settlement Amount, may bear
little relation to the historical closing levels shown below.
The graph below shows the daily historical closing levels of
the Underlier from September 15, 2007 through September 15, 2017. We obtained the closing levels in the graph below from Bloomberg
Financial Services, without independent verification.
Historical
Performance of the S&P 500
®
Index
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST
BofA Finance has agreed to sell to MLPF&S, and MLPF&S
has agreed to purchase from BofA Finance, the aggregate face amount of the offered notes specified on the front cover of this pricing
supplement. MLPF&S will offer the notes to the public at the price to public set forth on the cover page of this pricing supplement.
We expect to deliver the notes against payment therefor in New York, New York on September,
2017, which is the fifth scheduled business day following the trade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will
be required, by virtue of the fact that the notes are initially expected to settle in five business days (T + 5), to specify alternative
settlement arrangements to prevent a failed settlement.
MLPF&S, a broker-dealer affiliate of ours, is a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution
of the notes. Accordingly, the offering of the notes will conform to the requirements of FINRA Rule 5121. MLPF&S may not make
sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
MLPF&S and any of our other broker-dealer affiliates, may
use this pricing supplement, and the accompanying product supplement, prospectus supplement and prospectus for offers and sales
in secondary market transactions and market-making transactions in the notes. However, they are not obligated to engage in such
secondary market transactions and/or market-making transactions. The selling agent may act as principal or agent in these transactions,
and any such sales will be made at prices related to prevailing market conditions at the time of the sale.
As agreed by MLPF&S and the distribution participants,
for approximately a three-month period after the trade date, MLPF&S expects to offer to buy the notes in the secondary market
at a price that will exceed the estimated value of the notes at that time; the amount of this excess will decline on a straight
line basis over that period. Thereafter, if MLPF&S buys or sells your notes, it will do so at prices that reflect the estimated
value determined by reference to its pricing models at that time. Any price at any time after the trade date will be based on then-prevailing
market conditions and other considerations, including the performance of the Underlier and the remaining term of the notes. However,
none of us, the Guarantor, MLPF&S or any other party is obligated to purchase your notes at any price or at any time, and we
cannot assure you that any party will purchase your notes at a price that equals or exceeds the initial estimated value of the
notes.
Any price that MLPF&S may pay to repurchase the notes will
depend upon then prevailing market conditions, the creditworthiness of us and the Guarantor, and 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 Underlier. The related guarantees are BAC’s obligations. As is the case for all of our and BAC’s
respective debt securities, including our market-linked notes, the economic terms of the notes reflect our and BAC’s 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 and BAC, BAC typically borrows the funds under these types of notes at a rate, which
we refer to in this pricing supplement as BAC’s internal funding rate, that is more favorable to BAC than the rate that it
might pay for a conventional fixed or floating rate debt security. 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 trade date being less than their public offering price.
In order to meet our payment obligations on the notes, 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 our other affiliates. The terms of these hedging arrangements are determined based
upon terms provided by MLP&S and its affiliates, and take into account a number of factors, including our and BAC’s creditworthiness,
interest rate movements, the volatility of the Underlier, the tenor of the notes and 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 hedging related charges, reflecting the costs associated with, and our affiliates’ profit earned from, these hedging
arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these
hedging transactions may be more or less than any expected amounts.
For further information, see “Risk Factors” beginning
on page PS-14 above and “Supplemental Use of Proceeds” on page PS-16 of product supplement EQUITY-1.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel
to BofA Finance and BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master Registered Global Note dated
November 4, 2016 that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental
obligations thereunder in accordance with the instructions of BofA Finance, and the notes have been delivered against payment therefor
as contemplated in this pricing supplement and the related prospectus, prospectus supplement and product supplement, all in accordance
with the provisions of the indenture governing the notes and the related guarantee, such notes will be legal, valid and binding
obligations of BofA Finance, and the related guarantee will be the legal, valid and binding obligations of BAC, subject, in each
case, to the effects 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 Limited Liability Company Act 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 and due authentication of the Master Note, the validity, binding nature
and enforceability of the indenture governing the notes and the related guarantee 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 August 23, 2016, which has been
filed as an exhibit to the Registration Statement of BofA Finance and BAC relating to the notes and the related guarantees initially
filed with the Securities and Exchange Commission on August 23, 2016.
U.S. FEDERAL
INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations
of the acquisition, ownership, and disposition of the notes supplements, and to the extent inconsistent supersedes, the discussions
under “U.S. Federal Income Tax Considerations” in the accompanying prospectus and under “U.S. Federal Income
Tax Considerations” in the accompanying prospectus supplement and is not exhaustive of all possible tax considerations. This
summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the
Code by the U.S. Treasury Department (“Treasury”) (including proposed and temporary regulations), rulings, current
administrative interpretations and official pronouncements of the IRS, and judicial decisions, all as currently in effect and all
of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
This summary does not include any description of the tax laws of any state or local governments, or of any foreign government,
that may be applicable to a particular holder.
Although the notes are issued by us, they will be treated as if they
were issued by Bank of America Corporation for U.S. federal income tax purposes. Accordingly throughout this tax discussion, references
to “we,” “our” or “us” are generally to Bank of America Corporation unless the context requires
otherwise.
This summary is directed solely to U.S. Holders and Non-U.S. Holders
that, except as otherwise specifically noted, will purchase the notes upon original issuance and will hold the notes as capital
assets within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are not excluded
from the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus.
You should consult your own tax advisor concerning the U.S. federal
income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under
the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
General
Although there is no statutory, judicial, or administrative authority
directly addressing the characterization of the notes, in the opinion of our counsel, Morrison & Foerster LLP, and based on
certain factual representations received from us, the notes should be treated as single financial contracts with respect to the
Underlier and under the terms of the notes, we and every investor in the notes agree, in the absence of an administrative determination
or judicial ruling to the contrary, to treat the notes in accordance with such characterization. This discussion assumes that the
notes constitute single financial contracts with respect to the Underlier for U.S. federal income tax purposes. If the notes did
not constitute single financial contracts, the tax consequences described below would be materially different.
This characterization of the notes is not binding on the IRS or
the courts. No statutory, judicial, or administrative authority directly addresses the characterization of the notes or any similar
instruments for U.S. federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper characterization
and treatment. Due to the absence of authorities on point, significant aspects of the U.S. federal income tax consequences of an
investment in the notes are not certain, and no assurance can be given that the IRS or any court will agree with the characterization
and tax treatment described in this supplement. Accordingly, you are urged to consult your tax advisor regarding all aspects of
the U.S. federal income tax consequences of an investment in the notes, including possible alternative characterizations.
Unless otherwise stated, the following discussion is based on the
characterization described above. The discussion in this section assumes that there is a significant possibility of a significant
loss of principal on an investment in the notes.
We will not attempt to ascertain whether the issuer of any component
stocks included in the Underlier would be treated as a “passive foreign investment company” (“PFIC”), within
the meaning of Section 1297 of the Code, or a United States real property holding corporation, within the meaning of Section 897(c)
of the Code. If the issuer of one or more stocks included in the Underlier were so treated, certain adverse U.S. federal income
tax consequences could possibly apply to a holder of the notes. You should refer to information filed with the SEC by the issuers
of the component stocks included in the Underlier and consult your tax advisor regarding the possible consequences to you, if any,
if any issuer of the component stocks included in the Underlier is or becomes a PFIC or is or becomes a United States real property
holding corporation.
U.S. Holders
Upon receipt of a cash payment at maturity or upon a sale, exchange,
or redemption of the notes prior to maturity, a U.S. Holder generally will recognize capital gain or loss equal to the difference
between the amount realized and the U.S. Holder’s tax basis in the notes. A U.S. Holder’s tax basis in the notes will
equal the amount paid by that holder to acquire them. This capital gain or loss generally will be long-term capital gain or loss
if the U.S. Holder held the notes for more than one year. The deductibility of capital losses is subject to limitations.
Alternative Tax Treatments
. Due to the absence of authorities
that directly address the proper tax treatment of the notes, prospective investors are urged to consult their tax advisors regarding
all possible alternative tax treatments of an investment in the notes. In particular, the IRS could seek to subject the notes to
the Treasury regulations governing contingent payment debt instruments. If the IRS were successful in that regard, the timing and
character of income on the notes would be affected significantly. Among other things, a U.S. Holder would be required to accrue
original issue discount every year at a “comparable yield” determined at the time of issuance. In addition, any gain
realized by a U.S. Holder at maturity or upon a sale, exchange, or redemption of the notes generally would be treated as ordinary
income, and any loss realized at maturity would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals
of original issue discount, and as capital loss thereafter.
The IRS released Notice 2008-2 (the “Notice”), which
sought comments from the public on the taxation of financial instruments currently taxed as “prepaid forward contracts.”
This Notice addresses instruments such as the notes. According to the Notice, the IRS and Treasury are considering whether a holder
of an instrument such as the notes should be required to accrue ordinary income on a current basis, regardless of whether any payments
are made prior to maturity. It is not possible to determine what guidance the IRS and Treasury will ultimately issue, if any. Any
such future guidance may affect the amount, timing and character of income, gain, or loss in respect of the notes, possibly with
retroactive effect.
The IRS and Treasury are also considering additional issues, including
whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders of such
instruments should be subject to withholding tax on any deemed income accruals, whether Section 1260 of the Code, concerning certain
“constructive ownership transactions,” generally applies or should generally apply to such instruments, and whether
any of these determinations depend on the nature of the underlying asset.
In addition, proposed Treasury regulations require the accrual of
income on a current basis for contingent payments made under certain notional principal contracts. The preamble to the regulations
states that the “wait and see” method of accounting does not properly reflect the economic accrual of income on those
contracts, and requires current accrual of income for some contracts already in existence. While the proposed regulations do not
apply to prepaid forward contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist
in the case of prepaid forward contracts. If the IRS or Treasury publishes future guidance requiring current economic accrual for
contingent payments on prepaid forward contracts, it is possible that you could be required to accrue income over the term of the
notes.
Because of the absence of authority regarding the appropriate tax
characterization of the notes, it is also possible that the IRS could seek to characterize the notes in a manner that results in
tax consequences that are different from those described above. For example, the IRS could possibly assert that any gain or loss
that a holder may recognize at maturity or upon the sale, exchange or redemption of the notes should be treated as ordinary gain
or loss.
Because the Underlier is an index that periodically rebalances, it
is possible that the notes could be treated as a series of single financial contracts, each of which matures on the next rebalancing
date. If the notes were properly characterized in such a manner, a U.S. Holder would be treated as disposing of the notes on each
rebalancing date in return for new notes that mature on the next rebalancing date, and a U.S. Holder would accordingly likely recognize
capital gain or loss on each rebalancing date equal to the difference between the holder’s tax basis in the notes (which
would be adjusted to take into account any prior recognition of gain or loss) and the fair market value of the notes on such date.
Non-U.S. Holders
Except as discussed below, a Non-U.S. Holder generally will not be
subject to U.S. federal income or withholding tax for amounts paid in respect of the notes provided that the Non-U.S. Holder complies
with applicable certification requirements and that the payment is not effectively connected with the conduct by the Non-U.S. Holder
of a U.S. trade or business. Notwithstanding the foregoing, gain from the sale, exchange, or redemption of the notes or their settlement
at maturity may be subject to U.S. federal income tax if that Non-U.S. Holder is a non-resident alien individual and is present
in the U.S. for 183 days or more during the taxable year of the settlement at maturity, sale, exchange, or redemption and certain
other conditions are satisfied.
If a Non-U.S. Holder of the notes is engaged in the conduct of a
trade or business within the U.S. and if gain realized on the settlement at maturity, or upon sale, exchange, or redemption of
the notes, is effectively connected with the conduct of such trade or business (and, if certain tax treaties apply, is attributable
to a permanent establishment maintained by the Non-U.S. Holder in the U.S.), the Non-U.S. Holder generally will be subject to U.S.
federal income tax on such gain on a net income basis in the same manner as if it were a U.S. Holder. Such Non-U.S. Holders should
read the material under the heading “—U.S. Holders,” for a description of the U.S. federal income tax consequences
of acquiring, owning, and disposing of the notes. In addition, if such Non-U.S. Holder is a foreign corporation, it may also be
subject to a branch profits tax equal to 30% (or such lower rate provided by any applicable tax treaty) of a portion of its earnings
and profits for the taxable year that are effectively connected with its conduct of a trade or business in the U.S., subject to
certain adjustments.
A “dividend equivalent” payment is treated as a dividend
from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid to a Non-U.S.
Holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference
an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for
U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However,
Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that
are not delta-one instruments and that are issued before January 1, 2019. Based on our determination that the notes are not delta
one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the notes.
However, it is possible that the notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence
of certain events affecting the Underlier or the notes, and following such occurrence the notes could be treated as subject to
withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of
the Underlier or the notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in
the context of the notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding,
we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with
respect to amounts so withheld.
As discussed above, alternative characterizations of the notes for
U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification of
the law, by regulation or otherwise, cause payments as to the notes to become subject to withholding tax, tax will be withheld
at the applicable statutory rate. As discussed above, the IRS has indicated in the Notice that it is considering whether income
in respect of instruments such as the notes should be subject to withholding tax. Prospective Non-U.S. Holders of the notes should
consult their own tax advisors in this regard.
U.S. Federal Estate Tax.
Under current law, while the matter
is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’
gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which
the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, a note is likely
to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own
tax advisors regarding the U.S. federal estate tax consequences of investing in a note.
Backup Withholding and Information Reporting
Please see the discussion under “U.S. Federal Income
Tax Considerations — Taxation of Debt Securities — Backup Withholding and Information Reporting” in the accompanying
prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on
the notes.
TABLE OF CONTENTS
Pricing Supplement
|
|
We
have not authorized anyone to provide any information or to make any representations other than those contained or incorporated
by reference in this pricing supplement, the accompanying product supplement, the accompanying prospectus supplement or the accompanying
prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. These documents are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in each such document is current only as of its respective date.
$24,637,000
BofA
Finance LLC
Leveraged
Buffered S&P 500
®
Index-Linked Notes due November 20, 2019
Fully and
Unconditionally Guaranteed by
Bank of America Corporation
BofA Merrill
Lynch
|
|
Page
|
|
Summary Information
|
PS-5
|
|
Hypothetical Examples
|
PS-10
|
|
Risk Factors
|
PS-14
|
|
The Underlier
|
PS-15
|
|
Supplemental Plan of Distribution—Conflicts of Interest
|
PS-22
|
|
Structuring the Notes
|
PS-22
|
|
Validity of the Notes
|
PS-23
|
|
U.S. Federal Income Tax Summary
|
PS-24
|
|
Product Supplement EQUITY-1 dated
January 24, 2017
|
|
Summary
|
PS-3
|
|
Risk Factors
|
PS-5
|
|
Supplemental Use of Proceeds
|
PS-16
|
|
Description of the Notes
|
PS-17
|
|
Supplemental Plan of Distribution; Conflicts of Interest
|
PS-28
|
|
U.S. Federal Income Tax Considerations
|
PS-29
|
|
Prospectus Supplement dated November
4, 2016
|
|
|
About this Prospectus Supplement
|
S-3
|
|
Risk Factors
|
S-4
|
|
Description of the Notes
|
S-7
|
|
U.S. Federal Income Tax Considerations
|
S-15
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
S-15
|
|
Legal Matters
|
S-26
|
|
Prospectus dated November 4, 2016
|
|
|
About this Prospectus
|
3
|
|
Prospectus Summary
|
4
|
|
Risk Factors
|
7
|
|
Bank of America Corporation
|
13
|
|
BofA Finance LLC
|
13
|
|
Use of Proceeds
|
13
|
|
Description of Debt Securities
|
14
|
|
Registration and Settlement
|
42
|
|
U.S. Federal Income Tax Considerations
|
50
|
|
EU Directive on the Taxation of Savings Income
|
68
|
|
Plan of Distribution (Conflicts of Interest)
|
69
|
|
ERISA Considerations
|
73
|
|
Where You Can Find More Information
|
74
|
|
Forward-Looking Statements
|
76
|
|
Legal Matters
|
76
|
|
Experts
|
77
|
|
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