UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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Commission file number 1-6523
Bank of America Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
(State or other jurisdiction of incorporation or organization)
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56-0906609 (IRS Employer Identification No.) |
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| Bank of America Corporate Center 100 N. Tryon Street Charlotte, North Carolina (Address of Principal Executive Offices) |
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28255
(Zip Code) |
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| Registrant’s telephone number, including area code (704) 386-5681 |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class |
Name of each exchange on which registered |
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| Common Stock |
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New York Stock Exchange
London Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
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| Depositary Shares each representing a one-fifth interest in a share of: |
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Depositary Shares each representing a one-fifth interest in a share of: 6.75% Perpetual Preferred Stock |
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New York Stock Exchange |
Depositary Shares each representing a one-fifth interest in a share of: Fixed/Adjustable Cumulative Preferred Stock |
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New York Stock Exchange |
| S&P 500® Index Return Linked Notes, due July 2, 2007 |
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American Stock Exchange |
| Minimum Return Index EAGLESSM, due June 1, 2010, Linked to the Nasdaq-100 Index® |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due June 28, 2010, Linked to the S&P 500® Index |
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American Stock Exchange |
| Minimum Return—Return Linked Notes, due June 24, 2010, Linked to the Nikkei 225 Index |
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American Stock Exchange |
| Minimum Return Basket EAGLESSM, due August 2, 2010, Linked to a Basket of Energy Stocks |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due August 28, 2009, Linked to the Russell 2000® Index |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due September 25, 2009, Linked to the Dow Jones Industrial AverageSM |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due October 29, 2010, Linked to the Nasdaq-100 Index® |
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American Stock Exchange |
| 1.50% Index CYCLESTM, due November 26, 2010, Linked to the S&P 500® Index |
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American Stock Exchange |
| 1.00% Index CYCLESTM, due December 28, 2010, Linked to the S&P MidCap 400 Index |
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American Stock Exchange |
| Return Linked Notes due June 28, 2010, Linked to the Nikkei 225 Index |
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American Stock Exchange |
| 1.00% Index CYCLESTM, due January 28, 2011, Linked to a Basket of Health Care Stocks |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due January 28, 2011, Linked to the Russell 2000® Index |
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American Stock Exchange |
| 0.25% Cash-Settled Exchangeable Notes, due January 26, 2010, Linked to the Nasdaq-100 Index® |
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American Stock Exchange |
| 1.25% Index CYCLESTM, due February 24, 2010, Linked to the S&P 500® Index |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due March 27, 2009, Linked to the Nasdaq-100 Index® |
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American Stock Exchange |
| 1.75% Basket CYCLESTM, due April 30, 2009, Linked to a Basket of Three Indices |
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American Stock Exchange |
| 1.00% Basket CYCLESTM, due May 27, 2010, Linked to a "70/30" Basket of Four Indices and an Exchange Traded Fund |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due June 25, 2010, Linked to the Dow Jones Industrial AverageSM |
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American Stock Exchange |
| 1.50% Basket CYCLESTM, due July 29, 2011, Linked to an "80/20" Basket of Four Indices and an Exchange Traded Fund |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due August 28, 2009, Linked to the AMEX Biotechnology IndexSM |
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American Stock Exchange |
| 1.25% Index CYCLESTM, due August 25, 2010, Linked to the Dow Jones Industrial AverageSM |
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American Stock Exchange |
| 1.25% Basket CYCLESTM, due September 27, 2011, Linked to a Basket of Four Indices |
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American Stock Exchange |
| Minimum Return Basket EAGLESSM, due September 29, 2010, Linked to a Basket of Energy Stocks |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due October 29, 2010, Linked to the S&P 500® Index |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due November 23, 2010, Linked to the Nasdaq-100 Index® |
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American Stock Exchange |
| Minimum Return Index EAGLES®, due November 24, 2010, Linked to the CBOE China Index |
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American Stock Exchange |
| 1.25% Basket CYCLESTM, due December 27, 2010, Linked to a "70/30" Basket of Four Indices and an Exchange Traded
Fund |
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American Stock Exchange |
| 1.50% Index CYCLESTM, due December 28, 2011, Linked to a Basket of Health Care Stocks |
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American Stock Exchange |
| 6 1/2%
Subordinated InterNotesSM, due 2032 |
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New York Stock Exchange |
| 5 1/2%
Subordinated InterNotesSM, due 2033 |
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New York Stock Exchange |
| 5 7/8%
Subordinated InterNotesSM, due 2033 |
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New York Stock Exchange |
| 6% Subordinated InterNotesSM, due 2034 |
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New York Stock Exchange |
| 8 1/2%
Subordinated Notes, due 2007 |
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New York Stock Exchange |
| NASDAQ® 100 EAGLESSM, due 2010 |
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American Stock Exchange |
| S&P 500® EAGLESSM, due 2010 |
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American Stock Exchange |
| Nikkei 225 Return Linked Note, due 2010 |
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American Stock Exchange |
| Basket of Energy Stocks EAGLESSM, due 2010 |
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American Stock Exchange |
| Russell 2000® EAGLES®, due 2009 |
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American Stock Exchange |
| DJIA® EAGLES®, due 2009 |
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American Stock Exchange |
| Nasdaq 100® EAGLES®, due 2010 |
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American Stock Exchange |
| S&P 500® Index CYCLES™, due 2010 |
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American Stock Exchange |
| S&P 400 MidCap Index CYCLES™, due 2010 |
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American Stock Exchange |
| Nikkei 225 Return Linked Note, due 2010 |
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes |  | No |  |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | | No | |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | | No | |
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | | No | |
The aggregate market value of the registrant’s common stock (“Common Stock”) held by non-affiliates is approximately $210,310,308,584 (based on the June 30, 2005 closing price of Common Stock of $45.61 per share as reported on the New York Stock Exchange). As of March 13, 2006, there were 4,648,802,068 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document of the Registrant
Portions of the 2006 Proxy Statement
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Form 10-K Reference Locations
PART III |
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