SecProbe.io

September 4 , 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 10 -Q for Quarterly Period Ended June 30, 2012
Filed August 2, 2012
Response Dated May 25, 2012
File No. 001 -06523

Dear Mr. Moynihan:

We have reviewed your filing s and your response dated May 25, 2012 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 providing  the requested
information, or by advising us when you will p rovide 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 disclosures.  If you do not believe our comments apply to your
facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosures, we may have  additional com ments.

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

Item 1A.  Risk Factors

Mortgage and Housing Market -Related Risk, page 5

1. We note your response to  prior comment 1 of our letter dated May 3, 2012 and continue
to believe that risk factor disclosur e quantifying the portion of your residential loan
portfolio consisting of HELOCs, home equity loans, reverse mortgages and loans in a
second -lien or more junior position is appropriate.  Please either expand your risk factor
titled “Further weaknesses in the U.S. housing market, including home prices, may

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 2

 adversely affect our consumer portfolios and have a significant adverse effect on our
financial condition and results of operations” or include an additional risk factor to
include the requested informati on.

We temporarily suspended our foreclosure sales nationally in 2010 to conduct an assessment…,
page 7

2. We note your response to prior comment 2  of our letter dated May 3, 2012  and note that
at June 30, 2012 , excluding the Countrywide PCI and fully -insured portfolios, 15% of
your residential mortgage loan portfolio is concentrated in Florida and New York and
25% of your home equity loans are concentrated in New York, New Jersey and Florida.
Please expand the risk factor discussion to disclose the concentrations in judicial states in
the aggregate.  Also include the information contained in your response regarding the
backlog of foreclosure activity.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Complex Accounting Estimates, page 120

Goodwill and Intangible Assets, page 124

3. We note your response to prior comment 3 of our letter dated May 3, 2012 as well as
your disclosure on page 124 that you use the reportin g units’ allocated equity (which
includes economic capital, goodwill and a portion of intangible assets) as a proxy for the
carrying amount of equity for each reporting unit in your goodwill impairment tests.
Please address the following with respect to y our calculation of economic capital:

 Please tell us whether you calculate economic capital on a legal entity basis in
addition to at the repo rting unit and segment levels.  If so, please tell us if the
economic capital calculation is greater or less than required regulatory capital, and
quantify the average difference.   If there have been significant changes in this
relationship over the last two years, please describe the reasons for, and th e
magnitude of, the difference.

 Please clarify whether you estim ate a hypothetical regulatory capital requirem ent at
the reporting unit level.  If so, please provide us with this information. In addition,
please also tell us whether a market participant, in a hypothetical sales transaction to
purchase a reporting unit, would require sufficient capital in the reporting unit to meet
regulatory requirements.

 In your response, you state that you maintain a capital buffer at the consolidated
parent f or regulatory capital purposes.  Please tell us whether you maintain a simil ar
capital buffer at your regulated subsidiaries .  If so, please quantify the average capital

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

 buffer amount.  Please also discuss your  formal policy regarding capital levels,
including how the consolidated parent and its subsidiaries meet or exc eed regulat ory
capital minimums.

 If a capital buffer is necessary at the consolidated parent level, please tell us why a
similar capital buffer would not also be needed at the subsidiary or reporting unit
level.

4. We note from your response and the table on page 54 that average allocated equity in
your All Other segment was $72.1 billion in 2011.   Please quantify the amounts of (a)
required capital  and (b) exc ess capital or residual capital  that make up the $72.1 billion.

 With respect to the excess capital or residu al capital  amount, please describe the
significant assets and liabilities tha t comprise that equity balance.  In your discussion,
please describe how those significant assets and liabilities were specifically identified
given your approach for determining the carrying  value of a reporting unit based on
an economic capital calculation.

 With respect to the significant assets an d liabilities that make up the excess capital o r
residual capital  amount, please discuss whether those assets and liabilities meet the
criteria in ASC 350 -20-35-39 to be assigned to a reporting unit other than “All
Other ”.  Please also consider ASC 350 -20-35-40 in your response.

Item 8.  Financial Statements and Supple mentary Data

Notes to Consolidated Financial Statements

Note 10 – Goodwill and Intangible Assets, page 213

5. We note your response to prior comment 12 of our letter dated May 3, 2012.  In the
interest of transparency, please revise your disclosure in futu re filings to clearly indicate
when a qualitative assessment of goodwill impairment is performed, the specific
reporting units that were qualitatively assessed for impairment, the triggering events that
led to such an assessment, and a discussion of the re levant events and circumstances that
were considered in determining whether it was more likely than not that the fair values of
the respective reporting units were less than their carrying amounts.

6. As a related matter, please revise your future filings to  ensure that disclosures regarding
the carrying values and fair values of your reporting units in the aggregate are provided
on a consistent basis.  For example, with respect to your disclosure on page 124 that the
aggregate fair value of your reporting un its was $210.2 billion at June 30, 2011, please
clarify that this represents the fair values of only those reporting units with assigned
goodwill and disclose the aggregate carrying value of these reporting units on the same
basis.

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

Form 10 -Q for  Quarterly  Period Ended June 30, 2012

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Performance Overview, page 7

7. We note that your provision for credit losses was $1.9 billion and $3.5 billion lower than
net charge -offs for the three and six months ended June 30, 2012, resulting in a reduction
in your allowance for credit losses which you attribute to improved trends  in your home
equity and residential mortgage portfolios partially offset by stabilizing portfolio trends
in your credit card and core commercial portfolios.   These allowance reductions are in
addition to the $7.2 billion reduction during the year ended De cember 31, 2011 and the
$6.1 billion reduction during the year ended December 31, 2010.   Given the significance
of these reduction s, and the fact that you state on page 118 that you expect further
reductions in the allowance, excluding the valuation allow ance for PCI loans, to continue
in the near term, though at a slower pace than 2011 , in both your response and your
future filings, please provide more  granular disclosure of the factors that resulted in the
allowance reduction.  As part of your discussion , address the following:

  Discuss  the positive and negative credit quality trends you considered in determining
your allowance for each portfolio and relate this discussion to your disclosure on page
82 concerning the impact that global and national econo mic uncertainty, home price
declines, and regulatory reform continue to have on your credit portfolios.

 Provide further insight into how these economic factors are considered in your
allowance and the quantitative effect of this component on your total al lowance.  For
example, we note your disclosure on page 119 that in addition to models derived
using historical experience, you also use judgment in considering the effect on
probable losses inherent in the portfolios due to the current macroeconomic
enviro nment and trends, inherent uncertainty in models and other qualitative factors.
Clarify in more detail how this is performed and discuss the types of data that would
affect this component the most.

 You also state on page 119 that included in this second component of the allowance
are reserves that are maintained to cover uncertainties that affect your estimate of
probable losses including domestic and global uncertainty, large single name defaults,
significant events which could disrupt financial markets and model imprecision.
Provide expanded disclosure discussing the factors that would drive this component
higher or lower and provide an indication of the significance of this component.  For
example, would you expect this amount to be higher or lower in times of improving
credit trends versus deteriorating credit trends?

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 5

  Tell us whether you have made any changes to the historical loss periods used for
any of your produ cts during the past two years.  If so, please describe the changes
and discuss how these changes affected the qualitative component of the
allowance discussed above.

Capital Management – Regulatory Capital, page 68

Regulatory Capital, page 69

8. We note your discussion of your regulatory capital ratios and amounts on pages 69 and
72, as compared to the “minimum required” amounts.  Please tell us why you base the
“minimum required” calculations on the minimum required for an “adequately
capitalized” institution as opposed to the minimum required for a “well capitalized”
institution.  Addit ionally, to the extent that you believe it is appropriate to continue to
compare your ratios to the minimum required for an “adequately capitalized” institution,
please provide additional disclosure indicating that you could be subject to additional
restri ctions on your business activities or additional regulatory supervisory action should
you only be “adequately capitalized.”  Please refer to ASC 942 -505-50-1B.

Regulatory Capital Changes, page 70

9. We note your disclosure on page 71 of certain regulatory c apital metrics (e.g., Tier 1
common capital ratio and risk -weighted assets) on a Basel 3 fully -phased in basis as of
June 30, 2012.  Given that these metrics are not currently required to be disclos ed by
GAAP, Commission r ules or banking regulatory require ments, they would appear to be
non-GAAP measures under Item 10 of Regulation S -K.  As such, please clearly label
these measures as non -GAAP in your future filings and show how such measures have
been calculated.

Credit Risk Management, page 82

Table 33 – Home Equity – Key Credit Statistics, page 91

10. We note your disclosure in footnote (2) that beginning in the first quarter of 2012, home
equity FICO metrics reflected an updated scoring model, which resulted in the December
31, 2011 refreshed FICO scores b elow 620 decreasing from 13% of the population on a
reported basis to 10% and the refreshed FICO scores for home equity excluding
Countrywide Purchased Credit -Impaired Loans decreasing from 12% to 9% as of
December 31, 2011.  Please describe the change in scoring model in more detail, whether
you changed the source of the data, and why only the home equity FICO scoring model
was affected.

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 6

 Table 43 – Nonperforming Consumer Loans and Foreclosed Properties Activity, page 100

11. Please tell us why the “transfe rs to foreclosed properties” line item in Table 43 or in
Table 52 for commercial loans does not reconcile to the “new foreclosed properties” line
item in the foreclosed properties rollforward in the same section.  In this regard, we note
the “transfers to foreclosed properties” line item has an amount substantially below the
“new foreclosed properties” line item for consumer loans, but the opposite is true for the
commercial loans in Table 52.  Please advise, and revise your disclosures in future filings
to clarify the factors that drive this outcome.

Non-U.S. Portfolio, page 114

Table 62 – Selected European Countries, page 117

12. We refer to footnote (4) which states that your “hedges and credit default protection”
column represents unapplied net credit def ault protection purchased based on the credit
default protection notional amount assuming zero recovery adjusted for any fair value
receivable or payable.   Please address the following:

 Clarify and consider revising your disclosure in future filings to more clearly discuss
how you calculate this amount, what you believe that it represents, and why you
believe this presentation is useful to you and investors. Specifically, address how the
amount reported differs from fair value and notional amounts, and c onsider separately
quantifying fair value and notional amounts in a footnote to your tabular disclosure.

 Clarify what you mean by “unapplied” net credit default protection.  In this regard,
we also note your disclosure on page 116 which refers to this cre dit default protection
as “previously unapplied hedges”.

 Revise your future filings to clarify whether “net credit default protection” represents
CDS protection purchased, net of CDS protection sold and if not, clearly explain how
CDS protection sold is reflected in your table.  Please also consider revising your
future filings to provide supplemental disclosure that shows both the notional amount
and fair values of CDS protection purchased and sold by country.

 Clarify whether the column titled “net coun terparty exposure” contains any CDS
derivatives, or whether they are all reflected in the “hedges and credit default
protection” column.

Market Risk Management – Trading Risk Management, page 123

13. We note that you continually review, evaluate and enhance your VaR model so that it
reflects the material risks in your trading portfolio .  Please respond to the following and
expand your disclosure in future filings as appropriate:

Brian T. Moynihan
Bank of America Corporation
September 4 , 2012
Page 7

 Tell us the number of different VaR models that are used to determine your tota l
trading VaR, and discuss the drivers regarding the need to use multiple different
models.

 Tell us how all of the different VaR models used are aggregated to arrive at your total
trading VaR as well as the individual market risk categories disclosed. For  example,
clarify whether you simply aggregate the outputs from the different models or
whether adjustments are made, and if so, how the adjustments are determined.

 Discuss the type of risks excluded from your VaR calculation and the reasons why
such ris ks are excluded.

 Tell us whether the VaR models used for regulatory capit