SEC Comment Letter for BANK OF AMERICA (BAC) — Mar 30, 2010
BANK OF AMERICA CORP /DE/ (BAC, BAC-PB, BAC-PE, BAC-PK, BAC-PL, BAC-PM, BAC-PN, BAC-PO, BAC-PP, BAC-PQ, BAC-PS, BML-PG, BML-PL) (CIK 0000070858)
Date: March 30, 2010 · CIK: 0000070858 · Accession: 0000000000-10-017123
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-06523
Referenced dates: December 30, 2009, January 26, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4720 March 29, 2010 Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC 28255 RE: Bank of America Corporation Form 10-K for the Fiscal Year Ended December 31, 2008 Form 10-Q for the Period Ended September 30, 2009 File No.: 001-06523
Dear Mr. Cotty: We have reviewed your response letter dated January 26, 2010 and have the following additional comments. Form 10-Q for Quarterly Period Ended September 30, 2009
Note 8 – Securitizations
Credit Card Securitizations, page 37
1. We note your response to comment three of our letter dated December 30, 2009. We understand it is your position that the exchange of a portion of your seller’s interest for the Class D security did not qualify for sale accounting under ASC 860-10-40-4 as no consideration other than beneficial interests in the assets exchanged were received in the transfer. You therefore determined the appropriate accounting treatment was to recognize the Class D security at the carryover basis of the seller’s interest exchanged. In order to help us understand your conclusions, please tell us how you considered the guidance in ASC 860-10-55-16 in determining that this exchange would even qualify as a “transfer” under ASC 860. In this regard, please tell us whether you consider your seller’s interest to be beneficial interests issued by the trust, and confirm that it is with this same trust that you have exchanged a portion of your seller’s interest for a new Class D security.
Mr. Neil A. Cotty Bank of America Corporation March 29, 2010 Page 2 2. As a related matter, please tell us whether you gave any consideration as to whether the exchange of a portion of your seller’s interest for a Class D security would be considered a troubled debt restructuring. Refer to the guidance in ASC 310-40-40-8A.
* * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Angela Connell at (202) 551-3426 or me at ( 202) 551-3872 if you have questions regarding our comments. Sincerely, Hugh West Accounting Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
March 29, 2010
Mr. Neil A. Cotty Interim Chief Financial Officer Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, NC 28255
RE: Bank of America Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009 File No.: 001-06523
Dear Mr. Cotty: We have reviewed your response letter dated January 26, 2010 and have the following additional comments. Form 10-Q for Quarterly Period Ended September 30, 2009
Note 8 – Securitizations
Credit Card Securitizations, page 37
1. We note your response to comment three of our letter dated December 30, 2009. We understand it is your position that the exchange of a portion of your seller’s interest for the Class D security did not qualify for sale accounting under ASC 860-10-40-4 as no consideration other than beneficial interests in the assets exchanged were received in the transfer. You therefore determined the appropriate accounting treatment was to recognize the Class D security at the carryover basis of the seller’s interest exchanged. In order to help us understand your conclusions, please tell us how you considered the guidance in ASC 860-10-55-16 in determining that this exchange would even qualify as a “transfer” under ASC 860. In this regard, please tell us whether you consider your seller’s interest to be beneficial interests issued by the trust, and confirm that it is with this same trust that you have exchanged a portion of your seller’s interest for a new Class D security.
Mr. Neil A. Cotty
Bank of America Corporation March 29, 2010 Page 2
2. As a related matter, please tell us whether you gave any consideration as to whether the exchange of a portion of your seller’s interest for a Class D security would be considered a troubled debt restructuring. Refer to the guidance in ASC 310-40-40-8A.
* * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our
comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Angela Connell at (202) 551-3426 or me at ( 202) 551-3872 if
you have questions regarding our comments.
Sincerely, Hugh West Accounting Branch Chief