Obligation America Bank Corporation 6.22% ( US59022CAB90 ) en USD

America Bank Corporation

100 % ▼

Etas-Unis

US59022CAB90 ( en USD )

6.22% par an ( paiement semestriel )

15/09/2026

Prospectus brochure de l'obligation Bank of America Corporation US59022CAB90 en USD 6.22%, échéance 15/09/2026

100 000 USD

1 350 000 000 USD

59022CAB9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 121 jours )

Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine.

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US59022CAB90, paye un coupon de 6.22% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2026

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US59022CAB90, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US59022CAB90, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Terms Supplement
424B5 1 d424b5.htm FINAL TERMS SUPPLEMENT
TERMS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)
(To general prospectus supplement and

Registration No. 333-132911
prospectus, each dated March 31, 2006)

$1,350,000,000
Merrill Lynch & Co., Inc.
6.22% Subordinated Notes due September 15, 2026

We will pay interest on the notes on September 15 and March 15 of each year, beginning March 15, 2007. We
may redeem some or all of the notes at any time at the redemption price described in this terms supplement. In
addition, if we become obligated to pay additional amounts to non-U.S. investors due to changes in U.S.
withholding tax requirements, we may redeem the notes before their stated maturity at a price equal to 100% of
the principal amount redeemed plus accrued interest to the redemption date. The notes are unsecured and rank
junior in right of payment to our senior indebtedness. Holders of the notes may only accelerate the maturity of the
notes upon our bankruptcy, insolvency or reorganization, and not as a result of our failure to pay interest or
principal when due or upon the occurrence of another event of default.

Per Note
Total
Public offering price (1)
99.977% $1,349,689,500
Underwriting discount

.875%
$11,812,500
Proceeds, before expenses, to Merrill Lynch & Co., Inc.
99.102% $1,337,877,000

(1) Plus accrued interest from September 12, 2006 if settlement occurs after that date
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this terms supplement or the accompanying general prospectus
supplement or prospectus of ML&Co. is truthful or complete. Any representation to the contrary is a criminal
offense.
Repayment of the notes is not protected by any Federal agency or by the Securities Investor Protection
Corporation. The notes are not deposits or savings accounts but are unsecured debt obligations of
ML&Co. and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency or instrumentality.
The securities will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream and
Euroclear on or about September 12, 2006.

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Final Terms Supplement
Merrill Lynch & Co.

BMO Capital Markets Deutsche Bank Securities

The date of this terms supplement is September 6, 2006.
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Final Terms Supplement
TABLE OF CONTENTS
Terms Supplement

Page
SUMMARY OF THE OFFERING
TS-3
DESCRIPTION OF THE NOTES
TS-5
UNITED STATES FEDERAL INCOME TAXATION
TS-10
ERISA MATTERS
TS-13
USE OF PROCEEDS
TS-14
UNDERWRITING
TS-14
VALIDITY OF THE NOTES
TS-17
EXPERTS
TS-17
Debt Securities, Warrants, Preferred Stock,
Depositary Shares and Common Stock Prospectus Supplement
(the "general prospectus supplement")

MERRILL LYNCH & CO., INC
S-3
USE OF PROCEEDS
S-3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
S-4
THE SECURITIES
S-4
DESCRIPTION OF DEBT SECURITIES
S-5
DESCRIPTION OF DEBT WARRANTS
S-16
DESCRIPTION OF CURRENCY WARRANTS
S-18
DESCRIPTION OF INDEX WARRANTS
S-20
DESCRIPTION OF PREFERRED STOCK
S-25
DESCRIPTION OF DEPOSITARY SHARES
S-32
DESCRIPTION OF PREFERRED STOCK WARRANTS
S-36
DESCRIPTION OF COMMON STOCK
S-38
DESCRIPTION OF COMMON STOCK WARRANTS
S-42
PLAN OF DISTRIBUTION
S-44
WHERE YOU CAN FIND MORE INFORMATION
S-45
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-46
EXPERTS
S-46

Prospectus

WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

2
EXPERTS

2

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Final Terms Supplement
TS-2
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Final Terms Supplement
SUMMARY OF THE OFFERING
The following summary describes the notes we are offering to you in general terms only. The securities are a
series of our debt securities described in our accompanying general prospectus supplement and prospectus and
referred to therein as "subordinated debt securities," and referred to herein as "notes." You should read this
summary together with the more detailed information that is contained in the rest of this terms supplement and in
the accompanying general prospectus supplement and prospectus. To the extent that any information in this terms
supplement is inconsistent with information contained in the accompanying general prospectus supplement or
prospectus, the information contained in this terms supplement will prevail.
References in this terms supplement to "ML&Co.," "we," "us" and "our" are to Merrill Lynch & Co., Inc., and
references to "MLPF&S" are to Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Issuer
Merrill Lynch & Co., Inc.
Securities Offered
6.22% Subordinated Notes due September 15, 2026.
Public Offering Price
99.977% of $1,000 principal amount per note, plus accrued interest, if
any, from September 12, 2006. The notes will be issued in denominations
of $100,000 and integral multiples of $1,000 in excess thereof.
Maturity Date
September 15, 2026.
Ranking
The notes will rank subordinate and junior in right of payment to our
senior indebtedness, as more fully described in "Description of Debt
Securities--Terms of the Debt Securities" in the accompanying general
prospectus supplement.
Interest Rate
6.22% per annum.
Interest Payment Dates
September 15 and March 15 of each year, beginning March 15, 2007.
Redemption at Our Option
We will have the option to redeem the notes, in whole or in part, at our
option at any time, at a redemption price equal to the greater of (1) 100%
of the principal amount of the notes to be redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest on the notes to be redeemed, discounted to the date on which the
notes are to be redeemed on a semi-annual basis assuming a 360-day year
consisting of twelve 30-day months, at the adjusted treasury rate described
herein plus 20 basis points, as more fully described in "Description of
Notes--When We Can Redeem the Notes--Optional Redemption" in this
terms supplement.
Additional Amounts
We intend to make all payments on the notes without deducting U.S.
withholding taxes. However, if we are required by law to deduct such
taxes on payments to non-U.S. investors, subject to certain customary
exceptions, we will pay additional amounts on those payments to the
extent described in this terms supplement.
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Final Terms Supplement
Tax Redemption
If we become obligated to pay additional amounts to non-U.S. investors
due to changes in U.S. withholding tax requirements, we may redeem the
notes before their stated maturity at a price

TS-3
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Final Terms Supplement
equal to 100% of the principal amount redeemed plus accrued
interest to the redemption date.
Limited Events of Default and Acceleration The events of default under the notes will be limited to our filing
for bankruptcy or the occurrence of other events of bankruptcy,
insolvency or reorganization relating to ML&Co. Holders of the
notes may only accelerate the maturity of the notes upon our
bankruptcy, insolvency or reorganization, and not as a result of our
failure to pay interest or principal when due or upon the occurrence
of another event of default.
Book-Entry
The notes will be issued in the form of one or more fully registered
global securities which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, the
"depositary" or "DTC," and registered in the name of Cede & Co.,
the depositary's nominee. You will not have the right to receive
physical certificates evidencing your ownership except under
limited circumstances.
Investors may elect to hold interests in the global securities through
DTC, in the United States, or Clearstream Banking, société
anonyme, or Euroclear Bank S.A./N.V., if they are participants in
these systems, or indirectly through organizations which are
participants in these systems.
Use of Proceeds
The net proceeds from the sale of the notes will be used as
described under "Use of Proceeds" in the accompanying prospectus.
Listing
The notes will not be listed on any securities exchange.

TS-4
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Final Terms Supplement
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 6.22% Subordinated Notes due September 15, 2026,
which we refer to as the notes, supplements and, to the extent inconsistent with, replaces the descriptions of the
general terms and provisions of the debt securities set forth in our general prospectus supplement, to which
description reference is hereby made. The following summary of the notes is qualified in its entirety by reference
to the subordinated debt indenture referred to below.
General
The notes offered by this terms supplement are a series of subordinated debt securities issued under our
subordinated debt indenture, dated as of December 17, 1996, as amended by a supplemental indenture thereto
dated as of May 16, 2006 (together, the "subordinated debt indenture"). The notes will initially be limited to an
aggregate principal amount of $1,350,000,000. The notes will be issued only in fully registered form without
coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. All the notes are
unsecured obligations of ML&Co.
The notes will rank subordinate and junior in right of payment to our senior indebtedness, as more fully described
in "Description of Debt Securities--Terms of the Debt Securities" in the accompanying general prospectus
supplement. Our senior indebtedness is any payment in respect of our indebtedness for money borrowed, except
for any such indebtedness that is by its terms subordinated to or equal with the notes. As of June 30, 2006, on a
consolidated basis, approximately $138.5 billion aggregate principal amount of indebtedness for borrowed
money of ML&Co. would rank senior to the notes. The subordinated debt indenture does not limit the amount of
debt, either secured or unsecured, that we may issue which would be senior to the notes or that may be issued
under the subordinated debt indenture or otherwise. We may, without notice to or consent of the holders or
beneficial owners of the notes, issue additional notes having the same ranking, interest rate, maturity and other
terms as the notes, and being a part of the same series as the notes.
We may redeem the notes prior to maturity under the circumstances and at the redemption prices described below
in "--When We Can Redeem the Notes." The notes are not redeemable at the option of any holder prior to
maturity. The notes are not subject to any sinking fund.
The issue date for the notes will be on or about September 12, 2006. Interest on the notes will be payable
semiannually on the 15th day of September and March of each year, beginning March 15, 2007 to and including
the maturity date or earlier date of redemption, which we refer to as the "interest payment dates." All payments
of interest on the notes will be made to the persons in whose names the notes are registered at the close of
business fifteen calendar days preceding the applicable interest payment date, whether or not that day is a
business day.
Interest on the notes will accrue at a fixed rate per annum of 6.22% from and including the most recent interest
payment date to which interest has been paid or duly provided for, or, if no interest has been paid or duly
provided for, from and including the issue date. Interest will accrue to but excluding the next interest payment
date or the date on which the principal is paid or duly made available for payment. Interest payments will include
accrued interest from and including the date of issue or the last date in respect of which interest has been paid, as
the case may be, to but excluding the relevant interest payment date, redemption date or scheduled maturity date,
which is September 15, 2026.
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Final Terms Supplement
Interest will be calculated on the basis of a 360-day year comprised of twelve 30-day months. All dollar amounts
resulting from this calculation will be rounded to the nearest cent.
If either an interest payment date or the maturity date of the notes falls on a day that is not a business day, the
payment due on such interest payment date or the maturity date will be paid on the next succeeding business day
as if paid on the scheduled payment date, and no interest will accrue on the amount payable from such scheduled
payment date to the next succeeding business day. As used herein, "business day" means any day other than a
Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions in The City of New
York are authorized or required by law, regulation or executive order to close.

TS-5
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Final Terms Supplement
The trustee for the notes is JPMorgan Chase Bank, N.A., which we refer to as the trustee.
We or our affiliates may purchase notes from investors who are willing to sell from time to time, either in the
open market at prevailing prices or in private transactions at negotiated prices. For example, we currently expect
MLPF&S to make a market in the notes by purchasing and reselling notes from time to time, but it is not required
to do so. Notes that we or our affiliates purchase may, at our or their discretion, be held, resold or cancelled.
Payment of Additional Amounts
We intend to make all payments on the notes without deducting U.S. withholding taxes. If we are required by law
to deduct such taxes on payments to non-U.S. investors, however, subject to certain customary exceptions, we
will pay additional amounts on those payments to the extent described in this subsection.
We will pay additional amounts on a note only if the beneficial owner of the note is a United States alien. The
term "United States alien" means any person who, for U.S. federal income tax purposes, is:

· a nonresident alien individual;

· a foreign corporation;

· a foreign partnership one or more of the members of which is, for U.S. federal income tax purposes,

a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign
estate or trust; or

· a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax on a

net income basis on income or gain from a note.
If the beneficial owner of a note is a United States alien, we will pay all additional amounts that may be
necessary so that every net payment of interest or principal on that note will not be less than the amount provided
for in that note. By net payment we mean the amount we or our paying agent pays after deducting or withholding
an amount for or on account of any present or future tax, assessment or other governmental charge imposed with
respect to that payment by a U.S. taxing authority. When we refer to a "U.S. taxing authority" in the discussion
of additional amounts below and in the discussion of redemption for tax reasons below, we mean the United
States of America or any state, other jurisdiction or taxing authority in the United States. When we refer to the
"United States," we mean the United States of America, including the states and the District of Columbia,
together with the territories, possessions and all other areas subject to the jurisdiction of the United States of
America.
Our obligation to pay additional amounts is subject to several important exceptions, however. We will not pay
additional amounts for or on account of any of the following:

· any tax, assessment or other governmental charge imposed solely because at any time there is or
was a connection between the beneficial owner -- or between a fiduciary, settlor, beneficiary or
member of the beneficial owner, if the beneficial owner is an estate, trust or partnership -- and the

United States (other than the mere receipt of a payment or the ownership or holding of a note),
including because the beneficial owner -- or the fiduciary, settlor, beneficiary or member -- at any
time, for U.S. federal income tax purposes:

· is or was a citizen or resident or is or was treated as a resident of the United States;
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Document Outline

sec.gov
- #1">Final Terms Supplement