SecProbe.io

May 3, 2012
 Via E-mail

Brian T. Moynihan Chief Executive Officer and President Bank of America Corporation 100 North Tryon Street Charlotte, NC  28255
Re: Bank of America Corporation
Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 23, 2012 Form 8-K Filed April 19, 2012 File No. 001-06523

Dear Mr. Moynihan:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

Form 10-K for Fiscal Year Ended December 31, 2011

 Item 1A.  Risk Factors

 Mortgage and Housing Mark et-Related Risk, page 5

 1. Please include a risk factor discussing the higher risk  characteristics of your loan
portfolio.  For example, we note the discus sion on pages 86 and 87 that 20 percent of
your loan portfolio consists of HELOCs, home  equity loans and re verse mortgages and it
appears that 45% of your ho me equity portfolio excluding the Countrywide PCI loan
portfolio is in a second-lien or more junior-lien position.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 2

 We temporarily suspended our foreclosure sale s nationally in 2010 to conduct an assessment…,
page 7
 2. Please identify the judicial states where you ha ve a material concentration of residential
real estate loans and indicate whether you have  a concentration of non-performing loans.
Additionally, indicate whether the process of obtaining a cour t order has resulted in a
significant backlog of fo reclosure inventory.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Business Segment Operations, page 39

 3. We note from your tabular disclosure on page 54 that the amount of equity allocated to
the “All Other” category at December 31, 2011 increased by $33.2 billion to $72.1 billion
as compared to $38.9 billion as of December 31, 2010.  We also note your disclosure in footnote (2) to this table that this is due to the fact that excess capital is not assigned to
the business segments.  Please respond to the following:
 a. In light of the fact that the carrying va lue of your reporting units is based on the
amount of allocated equity assigned to it based on your determination of economic
profit for each reporting unit,  please tell us in more detail how you determined it was
appropriate to just allocate the excess capit al to this reporting unit, which happens to
have very little goodwill given th e nature of it s activities.

b. Please clarify and explain in further detail  your disclosure on page 39 where you state
that diversification of risks across the co mponents is reflected as a reduction to
allocated equity for each segment.  For example, tell us why it is appropriate to reflect this diversification of risk at the particul ar reporting unit level when that is the level
that is being assessed for goodwill impairment.

c. We note your disclosure in footnote (1) on page  54 that in segments where the total of
liabilities and equity exceeds assets, such as the Depos its segment, you allocate assets
to those segments to match liabilities a nd allocated equity.  For the years ended
December 31, 2011 and 2010, you allocated a ssets totaling $662.2 billion and $613.3
billion, respectivel y, which is nearly 30% of your tota l assets at both dates.  Clarify
why so much goodwill was histor ically allocated to this reporting unit ($17.9 billion
at December 31, 2011 and 2010) given that the majority (if not all) of the segment
assets were the result of allocations rather than assets directly attributable to this
reporting unit.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 3

 Off-Balance Sheet Arrangements a nd Contractual Obligations, page 56

 Table 10 – Long-term Debt and Other Obligations, page 56

 4. We note that your table of contractual obligati ons appears to exclude the related interest
expense on your long term debt obligations, wh ich appears to be quite significant based
on the interest expense reported in your Statement of Operati ons as well as the amount of
interest paid as reported in your supplemental cash flow disclosures.  Your table also
appears to exclude the related interest expens e on time deposits.  Plea se revise this table
in future filings to include estimated inte rest payments on your long-term debt and
interest-bearing time deposits and disclose any assumptions you made to derive these
amounts. Please ensure that your estimated inte rest payments consider any fixed interest
rate payments on your interest rate swaps or similar derivatives you use to manage
interest rate risk on your long-term debt.
 Representations and Warranties, page 56

 Non-Government-sponsored Enterprises, page 59

 5. We note your disclosure that you have not recorded any representation and warranties
liability for certain potential monoline exposures and cer tain potential whole loan and
other private-label securitiza tion exposures.  However, you estimate that the range of
possible loss related to non- GSE representation and warrantie s exposure as of December
31, 2011 could be up to $5 billion over exis ting accruals.  Please respond to the
following:  a. We note your disclosure on page 62 where you indicate that it is not possible to
estimate probable future repurchase obligations with respect to the monolines, and thus no liability has been recorded other th an a liability for repurchase claims where
you have determined there are valid defects.  Tell us, and revise future filings to
clarify, the extent to which you are perf orming reviews of loan files for your
monoline exposures to identify when there are valid defects.  For example, clarify if
you are only reviewing loan files when a repu rchase request has been made, when the
loan files are requested by the monoline, or  whether you are reviewing loan files in
advance of loan files being requested.
b. To the extent that you are only reviewing loan s files to identify valid defects at the
time a repurchase request is made by the monoline, please clarify how you concluded that this was appropriate.

c. We note your disclosure on page 63 that th e BNY Mellon Settlement did not provide
sufficient experience related to certain private-label securitizations sponsored by third-party whole-loan investor s, and thus no liability has been recorded with respect
to those transactions.  Please tell us whet her you have reviewed any loan files to

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 4

 proactively determine whether there are any va lid defects.  Additionally, please tell us
how you determined that the experiences you had with whole-loan investors, for
which you have recorded an accrual based on pa st experiences, was not appropriate to
consider in estimating valid defect experience with the private-label securitizations sponsored by third-party whole-loan investors.
 Credit Risk Management, page 80

 Counterparty Credit Risk Valu ation Adjustments, page 104

 Non-U.S. Portfolio, page 104

 6. We note your disclosure on pages 107 – 108 re garding your exposure to certain European
countries and acknowledge that such disclo sure appears to have been enhanced
presumably as a result of the guidance issued  by the Division of Co rporation Finance in
CF Disclosure Guidance: Topic No. 4.  Ho wever, we believe certain areas of your
disclosure could be further enhanced to pr ovide more clarity and information regarding
your exposure to these sovereign entities.  A ccordingly, in future filings please revise
Table 54 and/or the accompanyi ng footnotes to quantify and clarify whether the gross
amount of funded loans is prio r to or after the deduction of  any impairment provision.
Please also disclose the notiona l amount of credit default protection purchased in addition
to the fair values of such c ontracts and confirm that you have  not sold any credit default
protection.  Additionally, please expand your discussion on contractual maturities to
clarify if you have mismatches between ma turities of your exposures and the credit
default protection purchased to hedge against those exposures.
 7. As a related matter, you disclose that you have  a risk management framework in place to
measure, monitor and manage non-U.S. risk  and exposures; however your disclosures
appear to focus primarily on your direct  sovereign and non-sove reign risks. Please
expand this disclosure to di scuss specific examples of indirect  risks to which you are
exposed and describe how management monitors  and/or mitigates the effects of indirect
exposure to such risks.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 157
 8. We note your presentation of “O ther investing activities, net”  represents 27% and 31% of
the total net cash provided by (used by) i nvesting activities du ring the years ended
December 31, 2011 and 2010, respectively.  Given the significance of this line item, and
variability of this line item  during the interim periods of 2011 and 2010, please tell us the
principal items comprising the balance and cons ider providing further breakouts in future
filings.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 5

 Note 1 – Summary of Significant Accounting Principles, page 158

 Nonperforming Loans and Leases, Char ge-offs and Delinquencies, page 163

 9. We note your disclosure on page 164 where you state that if accr uing troubled debt
restructurings (TDRs), both consumer and comme rcial, bear less than a market rate of
interest at the time of mo dification, they are reported as performing TDRs throughout
their remaining life unless and until they cease to perform in accordance with their
modified contractual terms.  Please clar ify whether you have ever removed the TDR
designation for any consumer or commercial lo ans that were modified in a TDR but bore
a market rate of interest at the time of  the modification.  If so, please provide
quantification of the amounts that have b een removed from your TDR disclosures for
each loan portfolio and clarify whether thes e loans would be assessed for impairment in
the future under either ASC 450 or ASC 310-10.
 Note 6 – Outstanding Loans and Leases, page 183

 10. We note your presentation of refreshed FICO scores for your home loan customers and
separately for your credit card and other consumer customers as of December 31, 2011,
segregated between FICO scores of less than 620 and greater than or equal to 620.   We
also note that the vast majority of your custom ers fall within the grea ter than or equal to
620 category.  Given the wide range of FICO sc ores included in the greater than or equal
to 620 category, and the fact that  the vast majority of borrowe rs fall within that category,
please tell us whether you have considered disaggregating this categ ory further to give
additional insight into  the credit quality of your customers.
 Credit Card and Other Consumer – Rene gotiated TDRs by Program Type, page 192

 11. We note your disclosure on page 192 of the am ount of credit card and other consumer
loans that entered in to payment default during 2011, de fined as the borrower missing the
second of two consecutive payments, and that had been modified in a TDR during the 12
months preceding payment default.  Based on the numbers disclosed in this section, as
compared to the amounts disclosed in the ta ble showing renegotiated TDRs entered into
during 2011, it appears that a ve ry large portion of your cred it card and other consumer
TDRs default within a year after modification.  Please clar ify if our understanding is
correct.  If our understanding is correct, please tell us in more  detail the level of payment
defaults you are projecting in the calculation of the allowance for loan losses for impaired
credit card and other consumer loans and te ll us whether you have considered revising
your programs given the low success rates of the programs.  Finally, please tell us
whether a borrower that defaults under one  of these TDR modifi cation programs would
be eligible for another modification for th e same credit card or consumer loan.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 6

 Note 10 – Goodwill and Intangible Assets, page 213

 12. We note that in 2011 you recorded goodwill impairment charges for your European
consumer card business and your consumer real  estate services bus iness during interim
goodwill impairment tests performed, but conclu ded that step two was not required for
any of your reporting units for the annual goodwill impairment te st performed as of June
30, 2011 since the fair value of the reporting uni ts exceeded their car rying values.  In
light of the fact that you have recognized goodwill impairments in four different quarters
during the past two years, the fact that your stock price re mained volatile during 2011 and
2010 and your market capitalization remained substantially below recorded book value,
the fact that the total fair  value you determined for all of your reporting units at your
annual testing date is below the total book valu e of the company, and the fact you plan to
assess at least certain of your reporting units for impairment on a qualitative basis under
the ASU 2011-08, please revise your future filings to disclose the fair value of each of
your reporting units as a percen tage of the carrying value wh en reporting units are tested
for impairment under Step 1, consistent w ith your response letter dated December 11,
2009.
 13. As a related matter, we note your disclosure  on page 158 that you early adopted the new
accounting guidance that permits entities to ma ke a qualitative assessment of whether it is
likely that the fair value of a reporting un it is less than the carrying amount and applied
the guidance for “certain” impairment tests performed during the three months ended September 30, 2011.  Please respond to the following:  a. Tell us the fair value of each of your repor ting units as a percentage of the carrying
value as of June 30, 2011, which you determined in connection with you annual goodwill impairment test.

b. Clarify your disclosure that you determined  that step two of the goodwill impairment
test was not required for any of your repor ting units as of June 30, 2011 since their
fair values exceeded each of their carrying values.  In this regard, we note your disclosure on page 124 that the total fair value of all of your reporting units at June
30, 2011 was $210.2 billion but the total book shar eholders’ equity for the company
as of that date was $222.2 billion.

c. Tell us which reporting units were qualitat ively assessed for impairment since your
early adoption of ASU 2011-08 in the third quarter of 2011.

d. Provide additional insight into the positive and negative qualitative factors that you
considered in concluding that this qu alitative analysis was sufficient for your
reporting units, and specifical ly address in your response the significant decline in
your market capitalization during the third and fourth  quarters of 2011 and the
variability of items and results of your “All Other”  reporting unit.

Brian T. Moynihan Bank of America Corporation May 3, 2012 Page 7

 Item 11.  Executive Compens