$ Floating Rate Notes with Minimum and Maximum Interest Rates, due April [27], 2028

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1 This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted. Preliminary Pricing Supplement - Subject to Completion (To Prospectus dated May 1, 2015 and Series M Prospectus Supplement dated September 11, 2017) April 19, 2018 $ Floating Rate Notes with Minimum and Maximum Interest Rates, due April [27], 2028 The notes are senior unsecured debt securities issued by Bank of America Corporation ( BAC ). All payments and the return of the principal amount on the notes are subject to our credit risk. The notes will mature on April [27], At maturity, you will receive a cash payment equal to 100% of the principal amount of your notes, plus any accrued and unpaid interest. Interest will be paid on January [27], April [27], July [27], and October [27] of each year, beginning on July [27], 2018, and w ith the final interest payment occurring on the maturity date. The notes will bear interest at a per annum floating rate equal to 3-month U.S. dollar LIBOR plus the Spread (as defined below). However, the minimum rate of interest payable on the notes will not be less than 0%, and the maximum rate of interest payable on the notes (the Cap ) will be at least 4.50% per annum (to be determined on the pricing date). The Spread will be 1.00%. We will not have the option to redeem the notes prior to maturity. The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000. The notes will not be listed on any securities exchange. The CUSIP number for the notes is 06048WWN6. The notes: Are Not FDIC Insured Are Not Bank Guaranteed M ay Lose Val ue Per Note Public Offering Price % $ Underwriting Discount % $ Proceeds (before expenses) to BAC % $ The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks. Potential purchasers of the notes should consider the information in Risk Factors beginning on page PS-5 of this pricing supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus. None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense. We will deliver the notes in book-entry form only through The Depository Trust Company on or about April [27], 2018 against payment in immediately available funds. Series M MTN prospectus supplement dated September 11, 2017 and prospectus dated May 1, 2015 Merrill Lynch & Co. Total

2 SUMMARY OF TERMS This pricing supplement supplements the terms and conditions in the prospectus, dated May 1, 2015, as supplemented by the Series M prospectus supplement, dated September 11, 2017 (as so supplemented, together with all documents incorporated by reference, the prospectus ), and should be read with the prospectus. Title of the Series: Aggregate Principal Amount Initially Being Issued: Floating Rate Notes with Minimum and Maximum Interest Rates, due April [27], 2028 $ Pricing Date: April [25], 2018 Issue Date: Apri l [27], 2018 CUSIP No.: 06048WWN6 M aturity Date: Apri l [27], 2028 M inimum Denominations: $1,000 and multiples of $1,000 in excess of $1,000 Ranking: Senior, unsecured Day Count Fraction: 30/360 Interest Periods: Interest Payment Dates: Interest Reset Dates: Interest Rates: Cap: Quarterly. Each interest period (other than the first interest period, which will begin on the issue date) will be gin on, and wi ll i nclude, an i nterest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable). January [27], April [27], July [27], and Octobe r [27] of each year, beginning on July [27], 2018, and with the final interest payment occurring on the maturity date. January [27], April [27], July [27], and Octobe r [27] of each year, beginning on July [27], The notes will bear interest at a per annum floating rate equal to 3-month U.S. dollar LIBOR plus the Spread (as defined below). However, the interest payable on the notes will not exceed the Cap. The rate of interest payable on the notes will not be less than 0%. At least 4.50% pe r annum. The actual Cap will be de te rmined on the pri cing date. Determination of LIBOR: 3-month U.S. dollar LIBOR will be de termined based on Reuters page LIBOR01. For any interest determination date, the term 3-month U.S. dollar LIBOR means the London i nterbank offered rate for de posits in U.S. dollars for a 3 month period, as that rate appears on Reuters PS-2

3 screen page LIBOR01 at approximately 11:00 a.m., London time, on that interest determination date. If no offered rate appears on Reuters screen page LIBOR01 on the relevant interest determination date at approximately 11:00 a.m., London time, then we will select and i de ntify to the calculation agent four major banks in the London interbank market, and the calculation agent will request the pri ncipal London offi ces of each of such banks to provide a quotation of the rate at which 3-month de posits in U.S. dollars in amounts of at least $1,000,000 are offe red by i t to pri me banks in the London i nterbank market, on that date and at that time. If at least two quotations are provi ded, 3-month U.S. dollar LIBOR will be the arithmetic average (rounded upward if necessary to the nearest of 1%) of the quotations provided. If less than two quotes are provided, we will select and identify to the calculation agent three major banks in New York City, and the calculation agent will request each of such banks to provi de a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks for a three-month period for the applicable i nterest pe riod i n an amount of at least $1,000,000. If three quotations are provided, 3-month U.S. dollar LIBOR will be the arithmetic average of the quotations provided. Otherwise, and subject to the next paragraph, 3-month U.S. dollar LIBOR for the applicable interest period will be equal to 3-month U.S. dollar LIBOR in effect for the then-current interest period. Notwithstanding the foregoing, if the calculation agent determines on or prior to the relevant interest determination date, after consultation with us, that 3- month U.S. dollar LIBOR has been discontinued, then we will appoint in our sole discretion an investment bank of national standing, which may be our affiliate, to determine whether there is a substitute or successor base rate to 3- month U.S. dollar LIBOR that is consistent with accepted market practice. If such investment bank of national standing determines that there is such a substitute or successor base rate, the calculation agent shall use such substitute or successor base rate. In such case, the calculation agent will implement changes to the business day convention, the definition of business day, the interest determination date and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant interest determination date, in a manner that is consistent with industry accepted practices for such substitute or successor base rate, all as directed by the investment bank of national standing. If the investment bank of national standing determines that there is no such substitute or successor base rate as so provi de d above, 3-month U.S. dollar LIBOR for the applicable i nterest pe riod wi ll be de termined i n accordance with the steps provided in the immediately preceding paragraph. Interest Determination The interest determination date for each quarterly interest period will be the second London Banking Day (as PS-3

4 Date: de fi ned i n the prospe ctus) prior to the beginning of the applicable quarterly interest period; however, the interest determination date for the first quarterly interest period wi ll be the pri cing date. Spread: 1.00% Index M aturity: Calculation Agent: Business Days: Redemption at Our Option: Repayment at Option of Holder: Record Dates for Interest Payments: Fees Charged: Listing: ERISA Considerations: 3 months Merrill Lynch Capital Services, Inc. If any interest payment date or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postpone ment, and no adjustment will be made to the length of the relevant interest pe riod. None None For book-entry only notes, one business day in New York, Ne w York pri or to the payment date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day. The public offering price of the notes includes the unde rwriting di scount of 1.25% as listed on the cover page and an addi tional charge of approxi mately $6.00 pe r $1,000 in principal amount of the notes that is more fully de scribe d on page PS-9. None See ERISA Considerations beginning on page 128 of the accompanying prospe ctus. Certain capitalized terms used and not defined in this document have the meanings ascribe d to them in the prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this product supplement to we, us, our, or similar references are to Bank of America Corporation. PS-4

5 RISK FACTORS Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general. An investment in the notes may be more risky than an investment in notes with a shorter term. The notes have a term of 10 years. By purchasing notes with a relatively longer term, you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin to rise, because the interest rate on the notes may be less than the amount of interest you could earn on other investments with a similar level of risk available at that time. In addi tion, i f you tried to sell your notes at such time, their value in any secondary market transaction would also be adversely affected. Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and pri nci pal on the notes i s de pe ndent upon our abi lity to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due, you may not receive the amounts payable under the terms of the notes. In addi tion, our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in the spread between the yield on our securities and the yield on U.S. Treasury securities (the credit spread ) prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference between the interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not reduce the other investment risks related to the notes. The interest rate on the notes is capped. The interest rate that will be payable on the notes in any quarterly interest period will be limited to the Cap. Accordingly, as a holder of the notes, you will not benefit from 3-month U.S. dollar LIBOR being greater than the difference between the Cap and the Spread in any quarterly interest period. We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market transaction, will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In determining the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account. Among these factors are certain costs associated with de veloping, hedging, and offering the notes. Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price that you pai d for them. This is due to, among other things, the inclusion of these costs, and the costs of unwinding any related hedging. In addition to the underwriting discount, the public offering price is expected to include a hedging related charge, which reflects an estimated profit earned by one of our affiliates from the hedging related transactions associated with the notes. See Supplemental Plan of Distribution Conflicts of Interest for more information. The terms of PS-5

6 these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates. All of these charges related to the notes reduce the economic terms of the notes. The quoted price of any of our affiliates for the notes could be higher or lower than the pri ce that you pai d for them. W e cannot assure you that there will be a trading market for the notes. 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 de velopment of a tradi ng market for the notes wi ll de pe nd on our fi nancial performance and other factors. The number of potential buyers of the notes in any secondary market may be limited. We anticipate that our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated ( MLPF&S ) will act as a market-maker for the notes, but neither MLPF&S nor any of our other affiliates is required to do so and may cease to do so. 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 pri ce 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, markups, 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 for the notes, it is likely that there would be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower than if an active market existed and you should be prepared to hold the notes until maturity. Many economic and other factors will impact the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that may either offset or magnify each other, including: the time remaining to maturity of the notes; the aggregate amount outstanding of the notes; the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease); general economic conditions of the capital markets in the United States; geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally; our financial condition and creditworthiness; and any market-making activities with respect to the notes. Reforms to and uncertainty regarding LIBOR may adversely affect the value of, return on and trading market for the notes. The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after This announcement, in conjunction with financial benchmark reforms more generally and changes in the interbank lending markets have resulted in uncertainty about the future of LIBOR and certain other rates or indices which are used as interest rate benchmarks. These actions and uncertainties may have the effect of triggering future changes in the rules or methodologies used to calculate benchmarks or lead PS-6

7 to the discontinuance or unavailability of benchmarks. ICE Benchmark Administration is the administrator of LIBOR and maintains a reference panel of contributor banks, which includes our affiliate, Bank of America, N.A., London branch for certain LIBOR rates. Uncertainty as to the nature and effect of such reforms and actions, and the potential or actual discontinuance of benchmark quotes, may adversely affect the value of, return on and tradi ng market for the notes. The floating rate of interest on the notes may be calculated using alternative methods if 3-month U.S. dollar LIBOR is no longer quoted and may be calculated using a different base rate if 3-month U.S. dollar LIBOR is discontinued. To the extent that 3-month U.S. dollar LIBOR is no longer quoted on the Reuters screen page as described in this pricing supplement, 3-month U.S. dollar LIBOR will be determined using the alternative methods de scribed i n this pricing supplement above under the headi ng Summary of Terms Determination of LIBOR. Any of these alternative methods may result in interest payments on the notes that are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on the notes if 3-month U.S. dollar LIBOR was available in its current form. Further, the same reforms, actions, costs and/or risks that may lead to the discontinuation or unavailability of 3-month U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to determine. If 3-month U.S. dollar LIBOR is no longer quoted, or if 3-month U.S. dollar LIBOR is discontinued and it is determined there is no substitute or successor base rate to 3-month U.S. dollar LIBOR that is consistent with accepted market practice, the final alternative method for determining 3-month U.S. dollar LIBOR for the applicable interest determination date is to use 3-month U.S. dollar LIBOR in effect for the then-current interest period. In addition, if the calculation agent determines, in consultation with us, that 3-month U.S. dollar LIBOR has been discontinued, then we will appoint in our sole discretion an investment bank of national standing, which may be our affiliate, to determine whether there is a substitute or successor base rate to 3-month U.S. dollar LIBOR that is consistent with accepted market practice. Any of the foregoing may have an adverse effect on the value of, return on and tradi ng market for the notes. If it is determined that 3-month U.S. dollar LIBOR has been discontinued, we will select an investment bank of national standing, which may be our affiliate, to assist us in the determination of the substitute or successor base rate. If we select one of our affiliates to assist in the determination of the substitute or successor base rate, the interests of such entity may be adverse to your interests as a holder of the notes. Trading and hedging activities by us and our affiliates may create conflicts of interest with you. We or one or more of our affiliates, including MLPF&S, may engage in trading activities related to the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements for the notes by seeking bi ds from market participants, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. 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. Any profit in connection with such hedging activities will be in addition to any other compensation that we and our affiliates, including MLPF&S, receive for the sale of the notes, which creates an additional incentive to sell the notes to you. These tradi ng and hedging activities may present a conflict of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating transactions for our other customers, and in accounts under our or their management. PS-7

8 U.S. FEDERAL INCOME TAX SUM M ARY 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 unde r the Code by the U.S. Treasury De partment ( 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. 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 i n the accompanying prospe ctus. It doe s not apply to holders subject to special rules including holders subject to Section 451(b) of the Code. This summary assumes that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof. 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. U.S. Holders We intend to treat the notes as variable rate debt instruments for U.S. federal income tax purposes, and the balance of this discussion assumes that this characterization is proper and will be respected. Under this characterization, interest on a note generally will be included in the income of a U.S. Holder as ordinary income at the time it is accrued or is received in accordance with the U.S. Holder s regular method of accounting for U.S. federal income tax purposes. Please see the discussion in the prospectus under the section entitled U.S. Federal Income Tax Considerations Taxation of Debt Securities Consequences to U.S. Holders Variable Rate Debt Securities for a discussion of these rules. Upon the sale, exchange, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement, or other disposition (less an amount equal to any accrued interest not previously included in income if the note is disposed of between interest payment dates, which will be included in income as interest income for U.S. federal income tax purposes) and the U.S. Holder s adjusted tax basis in the note. A U.S. Holder s adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder. Any gain or loss realized on the sale, exchange, retirement, or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code. PS-8

9 Non-U.S. Holders Please see the discussion under U.S. Federal Income Tax Considerations Taxation of Debt Securities Consequences to Non-U.S. Holders in the accompanying prospectus for the material U.S. federal income tax consequences that will apply to Non-U.S. Holders of the notes. 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 applicabi lity of the backup wi thholdi ng and i nformation reporting rules to payments made on the notes. 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. PS-9

10 SUPPLEMENTAL PLAN OF DISTRIBUTION CONFLICTS OF INTEREST Our broker-dealer subsidiary, MLPF&S, will act as our selling agent in connection with the offering of the notes. The selling agent is a party to the Distribution Agreement described in the Supplemental Plan of Distribution (Conflicts of Interest) beginning on page S-24 of the accompanying prospe ctus supplement. The selling agent will receive the compensation set forth on the cover page of this pricing supplement as to the notes sold through its efforts. The selling agent is a member of the Financial Industry Regulatory Authority, Inc. ( FINRA ). Accordingly, the offering of the notes will conform to the requirements of FINRA Rule In order to meet our payment obligations under 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 its affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes depend in part on the terms of these hedging arrangements. MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $6.00 per $1,000 in principal amount of the notes, reflecting an estimated profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these he dging arrangements may be realized by MLPF&S or any thi rd party he dge providers. All charges related to the notes, including the underwriting discount and the hedging related costs and charges, reduce the economic terms of the notes. For further information regarding these charges, our trading and hedging activities and conflicts of interest, see the section above, Risk Factors We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market transaction will likely be lower than the public offering price due to, among other things, the inclusion of these costs and Risk Factors Trading and hedging activities by us and our affiliates may create conflicts of interest with you. The selling agent is not acting as your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the selling agent in connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors. Under the terms of our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover of thi s pri cing supplement, less the i ndi cated underwriting discount. MLPF&S may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more addi tional broker-dealers. MLPF&S has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase or repurchase the notes at the same discount. MLPF&S and any of our other broker-dealer affiliates may use this pricing supplement, and the accompanying 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 PS-10

11 transactions. Our affiliates may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale. No Prospectus (as defined in Directive 2003/71/EC (as amended, the Prospe ctus Directive )) will be prepared in connection with these notes. Accordingly, these notes may not be offered to the public in any member state of the EEA, and any purchaser of these notes who subsequently sells any of these notes in any EEA member state must do so only in accordance with the requirements of the Prospectus Directive, as implemented in that member state. The notes are not intende d to be offe red, sold or othe rwise made available to, and should not be offe red, sold or otherwise made available to, any retail investor in the EEA. For these purposes, the expression offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, and a retail investor means a person who is one (or more) of: (a) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (b) a customer, within the meaning of Insurance Distribution Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has be e n prepared, and therefore, offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. PS-11

12 Medium-Term Notes, Series M We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series M. The specific terms of any notes that we offer will be determined before each sale and will be described in a separate pricing supplement, prospectus addendum and/or other prospectus supplement (each, a supplement ). Terms may include: Priority: senior or subordinated Interest rate: notes may bear interest at fixed or floating rates, or may not bear any interest Base floating rates of interest: O federal funds rate O LIBOR O EURIBOR O prime rate O treasury rate O any other rate we specify Maturity: 365 days (one year) or more Indexed notes: principal, premium (if any), interest payments, or other amounts payable (if any) linked, either directly or indirectly, to the price or performance of one or more market measures Payments: U.S. dollars or any other currency that we specify in the applicable supplement We may sell notes to the selling agents as principal for resale at varying or fixed offering prices or through the selling agents as agents using their best efforts on our behalf. We also may sell the notes directly to investors. We may use this prospectus supplement and the accompanying prospectus in the initial sale of any notes. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any of our other broker-dealer affiliates, may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any notes after their initial sale. Unless we or one of our selling agents informs you otherwise in the confirmation of sale, this prospectus supplement and the accompanying prospectus are being used in a market-making transaction. Unless otherwise specified in the applicable supplement, we do not intend to list the notes on any securities exchange. Investing in the notes involves risks. See Risk Factors beginning on page S-5. Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks. None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. BofA Merrill Lynch Prospectus Supplement to Prospectus dated May 1, 2015 September 11, 2017

13 TABLE OF CONTENTS Page Prospectus Supplement About this Prospectus Supplement... S-3 Risk Factors... S-5 Financial Consequences to Unsecured Debtholders ofsinglepointofentryresolutionstrategy... S-12 Description of the Notes... S-13 General... S-13 Types of Notes... S-14 Payment of Principal, Interest, and Other Amounts Due... S-16 Ranking... S-18 Remedies... S-19 Limitation on Mergers and Sales of Assets... S-21 Redemption... S-22 Repayment... S-22 Reopenings... S-22 Extendible/Renewable Notes... S-22 Other Provisions... S-23 Repurchase... S-23 Form, Exchange, Registration, and Transfer of Notes... S-23 U.S. Federal Income Tax Considerations... S-24 Supplemental Plan of Distribution (Conflicts of Interest)... S-24 Selling Restrictions... S-27 Legal Matters... S-36 Page Prospectus About this Prospectus... 3 Prospectus Summary... 4 Risk Factors... 9 Currency Risks... 9 Reform of LIBOR and EURIBOR and Proposed Regulation of These and Other Benchmarks Risks Related to our Common Stock and Preferred Stock Other Risks Bank of America Corporation Use of Proceeds Description of Debt Securities General The Indentures Form and Denomination of Debt Securities.. 18 Different Series of Debt Securities Fixed-Rate Notes Floating-Rate Notes Indexed Notes Floating-Rate/Fixed-Rate/Indexed Notes Original Issue Discount Notes Payment of Principal, Interest, and Other Amounts Due No Sinking Fund Redemption Repayment Repurchase Conversion Exchange, Registration, and Transfer Subordination Sale or Issuance of Capital Stock of Banks Limitation on Mergers and Sales of Assets Waiver of Covenants Modification of the Indentures Meetings and Action by Securityholders Events of Default and Rights of Acceleration Collection of Indebtedness Payment of Additional Amounts Redemption for Tax Reasons Defeasance and Covenant Defeasance Notices Concerning the Trustees Governing Law Description of Warrants General Description of Debt Warrants Description of Universal Warrants Modification Enforceability of Rights of Warrantholders, No Trust Indenture Act Protection Page Description of Purchase Contracts General Purchase Contract Property Information in Supplement Prepaid Purchase Contracts; Applicability of Indenture Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection Pledge by Holders to Secure Performance Settlement of Purchase Contracts That Are Part of Units Failure to Holder to Perform Obligations Description of Units General Unit Agreements; Prepaid, Non-Prepaid, and Other Modification Enforceability of Rights of Unitholders; No Trust Indenture Act Protection Description of Preferred Stock General Dividends Voting Liquidation Preference Preemptive Rights Existing Preferred Stock Additional Classes or Series of Stock Description of Depositary Shares General Terms of the Depositary Shares Withdrawal of Preferred Stock Dividends and Other Distributions Redemption of Depositary Shares Voting the Deposited Preferred Stock Amendment and Termination of the Deposit Agreement Charges of Depository Miscellaneous Resignation and Removal of Depository Description of Common Stock General Voting and Other Rights Dividends Certain Anti-Takeover Matters Registration and Settlement Book-Entry Only Issuance Certificated Securities Street Name Owners Legal Holders Special Considerations for Indirect Owners Depositories for Global Securities Special Considerations for Global Securities Registration, Transfer, and Payment of Certificated Securities U.S. Federal Income Tax Considerations Taxation of Debt Securities Taxation of Common Stock, Preferred Stock, and Depositary Shares Taxation of Warrants Taxation of Purchase Contracts Taxation of Units Reportable Transactions Foreign Account Tax Compliance Act EU Directive on the Taxation of Savings Income Plan of Distribution (Conflicts of Interest) Distribution Through Underwriters Distribution Through Dealers Distribution Through Agents Direct Sales General Information Market-Making Transactions by Affiliates Conflicts of Interest ERISA Considerations Where You Can Find More Information Forward-Looking Statements Legal Matters Experts S-2

14 ABOUT THIS PROSPECTUS SUPPLEMENT We have registered our Medium-Term Notes, Series M (the notes ) on a registration statement on Form S-3 filed with the Securities and Exchange Commission under Registration No From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related pricing supplement, prospectus addendum and/or other prospectus supplement to offer the notes. We may refer to any pricing supplement as a term sheet. You should read each of these documents before investing in the notes. This prospectus supplement describes additional terms of the notes and supplements the description of our other debt securities that may be issued under the Indentures contained in the accompanying prospectus. If the information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will supersede the information in the prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the accompanying prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes outside of the United States. See Supplemental Plan of Distribution (Conflicts of Interest). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the EEA ) which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive 2010/73/EU, to the extent implemented in the relevant Member State, the Prospectus Directive ) (each, a Relevant Member State ) will be made under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which are contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the selling agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any selling agent to publish or supplement a prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an approved prospectus for the purposes of the Prospective Directive. The notes are not intended, from January 1, 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA, unless otherwise specified in the applicable supplement. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ( MiFID II ); (ii) a customer within the meaning of Directive 2002/92/EC, as amended ( Insurance Mediation Directive ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no S-3

15 key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation ) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For each offering of notes, we will issue a pricing supplement, prospectus addendum and/or other prospectus supplement that will contain additional terms of the offering and a specific description of the notes being offered. A supplement also may add, update, or change information in this prospectus supplement or the accompanying prospectus, including provisions describing the calculation of the amounts due under the notes and the method of making payments under the terms of a note. We will state in the applicable supplement the interest rate or interest rate basis or formula, issue price, any relevant market measures, the maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant terms and conditions for each note at the time of issuance. A supplement also may include a discussion of any risk factors or other special additional considerations that apply to a particular type of note. Each applicable supplement can be quite detailed and always should be read carefully. Unless we indicate otherwise or unless the context requires otherwise, all references in this prospectus supplement to Bank of America, we, us, our, or similar references are to Bank of America Corporation excluding its consolidated subsidiaries. Any term that is used, but not defined, in this prospectus supplement has the meaning set forth in the accompanying prospectus. S-4

16 RISK FACTORS Your investment in the notes involves significant risks. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below, in the accompanying prospectus beginning on page 9, and in the relevant supplement(s) for the specific notes, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general. For information regarding risks and uncertainties that may materially affect our business and results, please refer to the information under the captions Item 1A. Risk Factors and Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in our subsequent filings that are incorporated by reference in the accompanying prospectus. You should also review the risk factors that will be set forth in other documents that we will file after the date of this prospectus supplement. Our preferred single point of entry resolution strategy could materially adversely affect our liquidity and financial condition and our ability to pay the holders of our debt securities. We are required annually to submit a plan to our primary regulatory authorities describing our resolution strategy under the U.S. Bankruptcy Code in the event of material financial distress or failure. In our current plan, our preferred resolution strategy is a single point of entry ( SPOE ) strategy. This strategy provides that only Bank of America is resolved under the U.S. Bankruptcy Code and was designed to provide certain key operating subsidiaries with sufficient capital and liquidity to operate through severe stress and to enable such subsidiaries to continue operating or be wound down in a solvent manner following a Bank of America bankruptcy. We have entered into intercompany arrangements governing the contribution of capital and liquidity with these key subsidiaries. As part of these arrangements, we have transferred certain of our assets (and have agreed to transfer additional assets) to a wholly-owned holding company subsidiary in exchange for a subordinated note. Certain of our remaining assets secure our ongoing obligations under these intercompany arrangements. The wholly-owned holding company subsidiary has also provided a committed line of credit which, in addition to our cash, dividends and interest payments, including interest payments we receive in respect of the subordinated note, may be used to fund our obligations. These intercompany arrangements include provisions to terminate the line of credit, forgive the subordinated note and require us to contribute our remaining financial assets to the wholly-owned holding company subsidiary if our projected liquidity resources deteriorate so severely that resolution becomes imminent, which could materially and adversely affect our liquidity and ability to meet our payment obligations, including under the notes. In addition, our preferred resolution strategy could result in holders of notes being in a worse position and suffering greater losses than would have been the case under bankruptcy or other resolution scenarios or plans. We are subject to the Federal Reserve Board s final rules requiring U.S. G-SIBs to maintain minimum amounts of long-term debt meeting specified eligibility requirements. On December 15, 2016, the Federal Reserve Board released final rules (the TLAC Rules ) that would require the U.S. global systemically important bank holding companies, including Bank of America, to, among other things, maintain minimum amounts of long-term debt satisfying certain eligibility criteria ( eligible LTD ) commencing January 1, Any senior long-term debt issued on or after January 1, 2017 must include revised terms in accordance with the final rule in order to S-5