Edgar Filing: BANK OF AMERICA CORP /DE/

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ü] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:

1-6523

Exact Name of Registrant as Specified in its Charter:

Bank of America Corporation

State or Other Jurisdiction of Incorporation or Organization:

Delaware

IRS Employer Identification Number:

56-0906609

Address of Principal Executive Offices:

Bank of America Corporate Center

100 N. Tryon Street

Charlotte, North Carolina 28255

Registrant’s telephone number, including area code:

(704) 386-5681

Former name, former address and former fiscal year, if changed since last report:

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 ü No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ü No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

Large accelerated filer ü Accelerated filer

Non-accelerated filer Smaller reporting company

(do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes No ü

On April 30, 2010, there were 10,032,945,667 shares of Bank of America Corporation Common Stock outstanding.

Bank of America Corporation

March 31, 2010 Form 10-Q

INDEX


			Page
Part I. Financial Information	Item 1.	Financial Statements:
Part I. Financial Information		Consolidated Statement of Income for the Three Months Ended March 31, 2010 and 2009	3

		Consolidated Balance Sheet at March 31, 2010 and December 31, 2009	4

		Consolidated Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2010 and 2009	6

		Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2010 and 2009	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Table of Contents	78
		Discussion and Analysis	79

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	181

	Item 4.	Controls and Procedures	181




Part II. Other Information
	Item 1.	Legal Proceedings	181
	Item 1A.	Risk Factors	181
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	182

	Item 5.	Other Information	182

	Item 6.	Exhibits	183

	Signature		184

	Index to Exhibits		185

Part 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Bank of America Corporation and Subsidiaries

Consolidated Statement of Income



	Three Months Ended March 31

(Dollars in millions, except per share information)	2010			2009

Interest income
Interest and fees on loans and leases	$	13,475		$	13,349
Interest on debt securities		3,116			3,830
Federal funds sold and securities borrowed or purchased under agreements to resell		448			1,155
Trading account assets		1,743			2,428
Other interest income		1,097			1,394

Total interest income		19,879			22,156


Interest expense
Deposits		1,122			2,543
Short-term borrowings		818			2,221
Trading account liabilities		660			579
Long-term debt		3,530			4,316

Total interest expense		6,130			9,659

Net interest income		13,749			12,497

Noninterest income
Card income		1,976			2,865
Service charges		2,566			2,533
Investment and brokerage services		3,025			2,963
Investment banking income		1,240			1,055
Equity investment income		625			1,202
Trading account profits		5,236			5,201
Mortgage banking income		1,500			3,314
Insurance income		715			688
Gains on sales of debt securities		734			1,498
Other income		1,204			2,313
Other-than-temporary impairment losses on available-for-sale debt securities:
Total other-than-temporary impairment losses		(1,819	)		(714)
Less: Portion of other-than-temporary impairment losses recognized in other comprehensive income		1,218			343

Net impairment losses recognized in earnings on available-for-sale debt securities		(601	)		(371)

Total noninterest income		18,220			23,261

Total revenue, net of interest expense		31,969			35,758

Provision for credit losses		9,805			13,380

Noninterest expense
Personnel		9,158			8,768
Occupancy		1,172			1,128
Equipment		613			622
Marketing		487			521
Professional fees		517			405
Amortization of intangibles		446			520
Data processing		648			648
Telecommunications		330			327
Other general operating		3,883			3,298
Merger and restructuring charges		521			765

Total noninterest expense		17,775			17,002

Income before income taxes		4,389			5,376
Income tax expense		1,207			1,129

Net income	$	3,182		$	4,247

Preferred stock dividends		348			1,433

Net income applicable to common shareholders	$	2,834		$	2,814


Per common share information
Earnings	$	0.28		$	0.44
Diluted earnings		0.28			0.44
Dividends paid		0.01			0.01

Average common shares issued and outstanding (in thousands)		9,177,468			6,370,815

Average diluted common shares issued and outstanding (in thousands)		10,005,254			6,393,407

See accompanying Notes to Consolidated Financial Statements.

Bank of America Corporation and Subsidiaries

Consolidated Balance Sheet


	March 31		December 31
(Dollars in millions)	2010		2009

Assets
Cash and cash equivalents	$	144,794	$	121,339
Time deposits placed and other short-term investments		20,256		24,202
Federal funds sold and securities borrowed or purchased under agreements to resell (includes $71,300 and $57,775 measured at fair value and $191,346 and $189,844 pledged as collateral)		197,038		189,933
Trading account assets (includes $39,131 and $30,921 pledged as collateral)		206,018		182,206
Derivative assets		77,577		80,689
Debt securities:
Available-for-sale (includes $141,111 and $122,708 pledged as collateral)		316,020		301,601
Held-to-maturity, at cost (fair value – $340 and $9,684)		340		9,840

Total debt securities		316,360		311,441

Loans and leases (includes $4,087 and $4,936 measured at fair value and $106,464 and $118,113 pledged as collateral)		976,042		900,128
Allowance for loan and lease losses		(46,835)		(37,200)

Loans and leases, net of allowance		929,207		862,928

Premises and equipment, net		15,147		15,500
Mortgage servicing rights (includes $18,842 and $19,465 measured at fair value)		19,146		19,774
Goodwill		86,305		86,314
Intangible assets		11,548		12,026
Loans held-for-sale (includes $25,387 and $32,795 measured at fair value)		35,386		43,874
Customer and other receivables		83,636		81,996
Other assets (includes $63,070 and $55,909 measured at fair value)		196,282		191,077

Total assets	$	2,338,700	$	2,223,299



Assets of consolidated VIEs included in total assets above (substantially all pledged as collateral)
Trading account assets	$	11,826
Derivative assets		4,194
Available-for-sale debt securities		12,074
Loans and leases		129,432
Allowance for loan and lease losses		(11,140)

Loans and leases, net of allowance		118,292

Loans held-for-sale		5,471
All other assets		9,637

Total assets of consolidated VIEs	$	161,494

See accompanying Notes to Consolidated Financial Statements.

Bank of America Corporation and Subsidiaries

Consolidated Balance Sheet (continued)


	March 31		December 31
(Dollars in millions)	2010		2009

Liabilities
Deposits in domestic offices:
Noninterest-bearing	$	255,470	$	269,615
Interest-bearing (includes $1,717 and $1,663 measured at fair value)		643,943		640,789
Deposits in foreign offices:
Noninterest-bearing		5,614		5,489
Interest-bearing		71,075		75,718

Total deposits		976,102		991,611

Federal funds purchased and securities loaned or sold under agreements to repurchase (includes $46,479 and $37,325 measured at fair value)		270,601		255,185
Trading account liabilities		82,532		65,432
Derivative liabilities		46,927		43,728
Commercial paper and other short-term borrowings (includes $7,021 and $813 measured at fair value)		85,406		69,524
Accrued expenses and other liabilities (includes $25,991 and $19,015 measured at fair value and $1,521 and $1,487 of reserve for unfunded lending commitments)		135,656		127,854
Long-term debt (includes $48,401 and $45,451 measured at fair value)		511,653		438,521

Total liabilities		2,108,877		1,991,855

Commitments and contingencies (Note 8 – Securitizations and Other Variable Interest Entities and Note 11 – Commitments and Contingencies)

Shareholders’ equity
Preferred stock, $0.01 par value; authorized – 100,000,000 shares; issued and outstanding – 3,960,660 and 5,246,660 shares		17,964		37,208
Common stock and additional paid-in capital, $0.01 par value; authorized – 11,300,000,000 and 10,000,000,000 shares; issued and outstanding – 10,032,001,150 and 8,650,243,926 shares		149,048		128,734
Retained earnings		67,811		71,233
Accumulated other comprehensive income (loss)		(4,929)		(5,619)
Other		(71)		(112)

Total shareholders’ equity		229,823		231,444

Total liabilities and shareholders’ equity	$	2,338,700	$	2,223,299



Liabilities of consolidated VIEs included in total liabilities above
Commercial paper and other short-term borrowings (includes $14,490 of non-recourse liabilities)	$	21,631
Long-term debt (includes $86,023 of non-recourse debt)		90,329
All other liabilities (includes $2,561 of non-recourse liabilities)		5,135

Total liabilities of consolidated VIEs	$	117,095

See accompanying Notes to Consolidated Financial Statements.

Bank of America Corporation and Subsidiaries

Consolidated Statement of Changes in Shareholders’ Equity


(Dollars in millions, shares in thousands)	Preferred			Common Stock and Additional Paid-in Capital			Retained			Accumulated Other Comprehensive			Other			Total Shareholders’ Equity			Comprehensive Income (Loss)
(Dollars in millions, shares in thousands)	Stock			Shares	Amount		Earnings			Income (Loss)			Other			Total Shareholders’ Equity			Comprehensive Income (Loss)
Balance, December 31, 2008	$	37,701		5,017,436	$	76,766	$	73,823		$	(10,825	)	$	(413	)	$	177,052
Cumulative adjustment for accounting change – Other-than-temporary impairments on debt securities								71			(71	)					-
Net income								4,247									4,247		$	4,247
Net change in available-for-sale debt and marketable equity securities											(811	)					(811	)		(811)
Net change in foreign currency translation adjustments											66						66			66
Net change in derivatives											412						412			412
Employee benefit plan adjustments											65						65			65
Dividends paid:
Common								(64	)								(64	)
Preferred								(1,033	)								(1,033	)
Issuance of preferred stock and stock warrants		26,800				3,200											30,000
Stock issued in acquisition		8,605		1,375,476		20,504											29,109
Common stock issued under employee plans and related tax effects				8,038		394								108			502
Other		171						(167	)								4
Balance, March 31, 2009	$	73,277		6,400,950	$	100,864	$	76,877		$	(11,164	)	$	(305	)	$	239,549		$	3,979
Balance, December 31, 2009	$	37,208		8,650,244	$	128,734	$	71,233		$	(5,619	)	$	(112	)	$	231,444
Cumulative adjustment for accounting change – Consolidation of certain variable interest entities								(6,154	)		(116	)					(6,270	)	$	(116)
Net income								3,182									3,182			3,182
Net change in available-for-sale debt and marketable equity securities											944						944			944
Net change in foreign currency translation adjustments											(43	)					(43	)		(43)
Net change in derivatives											(161	)					(161	)		(161)
Employee benefit plan adjustments											66						66			66
Dividends paid:
Common								(102	)								(102	)
Preferred								(348	)								(348	)
Common stock issued under employee plans and related tax effects				95,757		1,070								36			1,106
Common Equivalent Securities conversion		(19,244	)	1,286,000		19,244											-
Other														5			5
Balance, March 31, 2010	$	17,964		10,032,001	$	149,048	$	67,811		$	(4,929	)	$	(71	)	$	229,823		$	3,872

See accompanying Notes to Consolidated Financial Statements.

Bank of America Corporation and Subsidiaries

Consolidated Statement of Cash Flows


	Three Months Ended March 31
(Dollars in millions)	2010			2009
Operating activities
Net income	$	3,182		$	4,247
Reconciliation of net income to net cash provided by operating activities:
Provision for credit losses		9,805			13,380
Gains on sales of debt securities		(734	)		(1,498)
Depreciation and premises improvements amortization		566			578
Amortization of intangibles		446			520
Deferred income tax expense		736			486
Net decrease in trading and derivative instruments		6,770			27,049
Net decrease in other assets		5,723			28,304
Net increase (decrease) in accrued expenses and other liabilities		6,115			(10,870)
Other operating activities, net		(8,733	)		(7,399)
Net cash provided by operating activities		23,876			54,797
Investing activities
Net decrease in time deposits placed and other short-term investments		4,023			19,336
Net (increase) decrease in federal funds sold and securities borrowed or purchased under agreements to resell		(7,105	)		68,072
Proceeds from sales of available-for-sale debt securities		35,022			53,309
Proceeds from paydowns and maturities of available-for-sale debt securities		18,690			13,871
Purchases of available-for-sale debt securities		(64,899	)		(6,576)
Proceeds from maturities of held-to-maturity debt securities		-			280
Proceeds from sales of loans and leases		857			565
Other changes in loans and leases, net		12,990			(6,636)
Net purchases of premises and equipment		(213	)		(531)
Proceeds from sales of foreclosed properties		751			417
Cash received upon acquisition, net		-			31,804
Cash received due to impact of adoption of new consolidation guidance		2,807			-
Other investing activities, net		2,884			2,700
Net cash provided by investing activities		5,807			176,611
Financing activities
Net decrease in deposits		(15,509	)		(27,596)
Net increase (decrease) in federal funds purchased and securities loaned or sold under agreements to repurchase		15,416			(71,444)
Net decrease in commercial paper and other short-term borrowings		(6,255	)		(10,135)
Proceeds from issuance of long-term debt		23,280			24,246
Retirement of long-term debt		(22,750	)		(34,711)
Proceeds from issuance of preferred stock		-			30,000
Cash dividends paid		(450	)		(1,097)
Excess tax benefits of share-based payments		45			-
Other financing activities, net		(11	)		11
Net cash used in financing activities		(6,234	)		(90,726)
Effect of exchange rate changes on cash and cash equivalents		6			(79)
Net increase in cash and cash equivalents		23,455			140,603
Cash and cash equivalents at January 1		121,339			32,857
Cash and cash equivalents at March 31	$	144,794			$173,460

During the three months ended March 31, 2009, the Corporation transferred credit card loans of $8.5 billion and the related allowance for loan and lease losses of $750 million in exchange for a $7.8 billion held-to-maturity debt security that was issued by the Corporation’s U.S. credit card securitization trust and retained by the Corporation.

The fair values of noncash assets acquired and liabilities assumed in the Merrill Lynch acquisition were $619.0 billion and $626.7 billion as of March 31, 2009.

Approximately 1.4 billion shares of common stock valued at approximately $20.5 billion and 376 thousand shares of preferred stock valued at approximately $8.6 billion were issued in connection with the Merrill Lynch acquisition.

See accompanying Notes to Consolidated Financial Statements.

Bank of America Corporation and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1 – Summary of Significant Accounting Principles

Bank of America Corporation and its subsidiaries (the Corporation), a financial holding company, provides a diverse range of financial services and products throughout the U.S. and in certain international markets. When used in this report, the meaning of the words “the Corporation” may refer to the Corporation individually, the Corporation and its subsidiaries, or certain of the Corporation’s subsidiaries or affiliates. The Corporation conducts these activities through its banking and nonbanking subsidiaries. At March 31, 2010, the Corporation operated its banking activities primarily under two charters: Bank of America, National Association (Bank of America, N.A.) and FIA Card Services, N.A. In connection with certain acquisitions including Merrill Lynch & Co. Inc. (Merrill Lynch) and Countrywide Financial Corporation (Countrywide), the Corporation acquired banking subsidiaries that have been merged into Bank of America, N.A. with no impact on the Consolidated Financial Statements of the Corporation. On January 1, 2009, the Corporation acquired Merrill Lynch through its merger with a subsidiary of the Corporation in exchange for common and preferred stock with a value of $29.1 billion.

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of the Corporation and its majority-owned subsidiaries, and those variable interest entities (VIEs) where the Corporation is the primary beneficiary. Intercompany accounts and transactions have been eliminated. Results of operations, assets and liabilities of acquired companies are included from the dates of acquisition. Results of operations, assets and liabilities of VIEs are included from the date that the Corporation became the primary beneficiary. Assets held in an agency or fiduciary capacity are not included in the Consolidated Financial Statements. The Corporation accounts for investments in companies for which it owns a voting interest of 20 percent to 50 percent and for which it has the ability to exercise significant influence over operating and financing decisions using the equity method of accounting. These investments are included in other assets and are subject to impairment testing. The Corporation’s proportionate share of income or loss is included in equity investment income.

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect reported amounts and disclosures. Realized results could differ from those estimates and assumptions.

These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Corporation’s 2009 Annual Report on Form 10-K. The nature of the Corporation’s business is such that the results of any interim period are not necessarily indicative of results for a full year. In the opinion of management, normal recurring adjustments necessary for a fair statement of the interim period results have been made. Certain prior period amounts have been reclassified to conform to current period presentation.

New Accounting Pronouncements

On January 1, 2010, the Corporation adopted new Financial Accounting Standards Board (FASB) accounting guidance on transfers of financial assets and consolidation of VIEs. This new accounting guidance revises sale accounting criteria for transfers of financial assets, including elimination of the concept of and accounting for qualifying special purpose entities (QSPEs), and significantly changes the criteria for consolidation of a VIE. The adoption of this new accounting guidance resulted in the consolidation of certain VIEs that previously were QSPEs and VIEs that were not recorded on the Corporation’s Consolidated Balance Sheet prior to January 1, 2010. The adoption of this new accounting guidance resulted in a net incremental increase in assets of $100.4 billion and a net increase in liabilities of $106.7 billion. These amounts are net of retained interests in securitizations held on the Consolidated Balance Sheet at December 31, 2009 and a $10.8 billion increase in the allowance for loan and lease losses. The Corporation recorded a $6.2 billion charge, net of tax, to retained earnings on January 1, 2010 for the cumulative effect of the adoption of this new accounting guidance, which resulted principally from the increase in the allowance for loan and lease losses, and a $116 million charge to accumulated other comprehensive income (OCI). Initial recording of these assets, related allowance and liabilities on the Corporation’s Consolidated Balance Sheet had no impact at the date of adoption on consolidated results of operations.

Application of the new consolidation guidance has been deferred indefinitely for certain investment funds managed on behalf of third parties if the Corporation does not have an obligation to fund losses that could potentially be significant to these funds. Application of the new consolidation guidance has also been deferred if the funds must comply with guidelines similar to those included in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. These funds, which include the cash funds managed within Global Wealth & Investment Management (GWIM), will continue to be evaluated for consolidation in accordance with the prior guidance.

On January 1, 2010, the Corporation elected to early adopt, on a prospective basis new FASB accounting guidance stating that troubled debt restructuring (TDR) accounting cannot be applied to individual loans within purchased credit-impaired loan pools. The adoption of this guidance did not have a material impact on the Corporation’s financial condition or results of operations.

On January 1, 2010, the Corporation adopted new FASB accounting guidance that requires disclosure of gross transfers into and out of Level 3 of the fair value hierarchy and adds a requirement to disclose significant transfers between Level 1 and Level 2 of the fair value hierarchy. The new accounting guidance also clarifies existing disclosure requirements regarding the level of disaggregation of fair value measurements and inputs, and valuation techniques. The enhanced disclosures required under this new guidance are included in Note 14 – Fair Value Measurements.

In March 2010, the FASB issued new accounting guidance on embedded credit derivatives. This new accounting guidance clarifies the scope exception for embedded credit derivatives and defines which embedded credit derivatives should be evaluated for bifurcation and separate accounting. The adoption of this new accounting guidance in the third quarter of 2010 is not expected to have a material impact on the Corporation’s financial position or results of operations.

Significant Accounting Policies

Securities Financing Agreements

Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase (securities financing agreements) are treated as collateralized financing transactions. These agreements are recorded at the amounts at which the securities were acquired or sold plus accrued interest, except for certain securities financing agreements that the Corporation accounts for under the fair value option. Changes in the value of securities financing agreements that are accounted for under the fair value option are recorded in other income. For more information on securities financing agreements that the Corporation accounts for under the fair value option, see Note 14 – Fair Value Measurements.

The Corporation’s policy is to obtain possession of collateral with a market value equal to or in excess of the principal amount loaned under resale agreements. To ensure that the market value of the underlying collateral remains sufficient, collateral is generally valued daily and the Corporation may require counterparties to deposit additional collateral or may return collateral pledged when appropriate.

Substantially all securities financing agreements are transacted under master repurchase agreements which give the Corporation, in the event of default, the right to liquidate securities held and to offset receivables and payables with the same counterparty. The Corporation offsets securities financing agreements with the same counterparty on the Consolidated Balance Sheet where it has such a master agreement. In transactions where the Corporation acts as the lender in a securities lending agreement and receives securities that can be pledged or sold as collateral, it recognizes an asset on the Consolidated Balance Sheet at fair value, representing the securities received, and a liability for the same amount, representing the obligation to return those securities.

At the end of certain quarterly periods during the three years ended December 31, 2009, the Corporation had recorded certain sales of agency mortgage-backed securities (MBS) which, based on a more recent internal review and interpretation, should have been recorded as secured borrowings. These periods and amounts were as follows: March 31, 2009 – $573 million; September 30, 2008 – $10.7 billion; December 31, 2007 – $1.8 billion; and March 31, 2007 – $4.5 billion. As the transferred securities were recorded at fair value in trading account assets, the change would have had no impact on consolidated results of operations. Had the sales been recorded as secured borrowings, trading account assets and federal funds purchased and securities loaned or sold under agreements to repurchase would have increased by the amount of the transactions, however, the increase in all cases was less than 0.7 percent of total assets or total liabilities. Accordingly, the Corporation believes that these transactions did not have a material impact on the Corporation’s Consolidated Balance Sheet.

In repurchase transactions, typically, the termination date for a repurchase agreement is before the maturity date of the underlying security. However, in certain situations, the Corporation may enter into repurchase agreements where the termination date of the repurchase transaction is the same as the maturity date of the underlying security and these transactions are referred to as “repo-to-maturity” (RTM) transactions. The Corporation enters into RTM transactions only for high quality, very liquid securities such as U.S. Treasury securities or securities issued by government-sponsored entities. The Corporation accounts for RTM transactions as sales in accordance with GAAP, and accordingly, de-recognizes the securities from the balance sheet and recognizes a gain or loss in the Consolidated Statement of Income. At March 31, 2010 and December 31, 2009, the Corporation had outstanding RTM transactions of $3.0 billion and $6.5 billion that had been accounted for as sales.

Variable Interest Entities

The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and consolidates the VIE. Prior to 2010, the primary beneficiary was the entity that would absorb a majority of the economic risks and rewards of the VIE based on an analysis of projected probability-weighted cash flows. In accordance with the new accounting guidance on consolidation of VIEs and transfers of financial assets (new consolidation guidance) effective January 1, 2010, the Corporation is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. On a quarterly basis, the Corporation reassesses whether it has a controlling financial interest in and is the primary beneficiary of a VIE. The quarterly reassessment process considers whether the Corporation has acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances. The reassessment also considers whether the Corporation has acquired or disposed of a financial interest that could be significant to the VIE, or whether an interest in the VIE has become significant or is no longer significant. The consolidation status of the VIEs with which the Corporation is involved may change as a result of such reassessments.

Retained interests in securitized assets are initially recorded at fair value. Prior to 2010, retained interests were initially recorded at an allocated cost basis in proportion to the relative fair values of the assets sold and interests retained. In addition, the Corporation may invest in debt securities issued by unconsolidated VIEs. Quoted market prices are primarily used to obtain fair values of these debt securities, which are recorded in available-for-sale (AFS) debt securities or trading account assets. Generally, quoted market prices for retained residual interests are not available, therefore, the Corporation estimates fair values based on the present value of the associated expected future cash flows. This may require management to estimate credit losses, prepayment speeds, forward interest yield curves, discount rates and other factors that impact the value of retained interests. Retained residual interests in unconsolidated securitization trusts are recorded in trading account assets or other assets with changes in fair value recorded in income. The Corporation may also purchase credit protection from unconsolidated VIEs in the form of credit default swaps or other derivatives, which are carried at fair value with changes in fair value recorded in income.

NOTE 2 – Merger and Restructuring Activity

Merrill Lynch

On January 1, 2009, the Corporation acquired Merrill Lynch through its merger with a subsidiary of the Corporation in exchange for common and preferred stock with a value of $29.1 billion. Under the terms of the merger agreement, Merrill Lynch common shareholders received 0.8595 of a share of Bank of America Corporation common stock in exchange for each share of Merrill Lynch common stock. In addition, Merrill Lynch non-convertible preferred shareholders received Bank of America Corporation preferred stock having substantially identical terms. Merrill Lynch convertible preferred stock remains outstanding and is convertible into Bank of America Corporation common stock at an equivalent exchange ratio.

The purchase price was allocated to the acquired assets and liabilities based on their estimated fair values at the Merrill Lynch acquisition date as summarized in the following table. Goodwill of $5.1 billion was calculated as the purchase premium after adjusting for the fair value of net assets acquired and represents the value expected from the synergies created from combining the Merrill Lynch wealth management and corporate and investment banking businesses with the Corporation’s capabilities in consumer and commercial banking as well as the economies of scale expected from combining the operations of the two companies. No goodwill is deductible for federal income tax purposes. The goodwill was allocated principally to the GWIM and Global Banking & Markets (GBAM) business segments.


*Merrill Lynch Purchase Price Allocation*
(Dollars in billions, except per share amounts)
Purchase price
Merrill Lynch common shares exchanged (in millions)		1,600
Exchange ratio		0.8595
The Corporation’s common shares issued (in millions)		1,375
Purchase price per share of the Corporation’s common stock ⁽¹⁾	$	14.08
Total value of the Corporation’s common stock and cash exchanged for fractional shares	$	19.4
Merrill Lynch preferred stock		8.6
Fair value of outstanding employee stock awards		1.1
Total purchase price	$	29.1
Allocation of the purchase price
Merrill Lynch stockholders’ equity		19.9
Merrill Lynch goodwill and intangible assets		(2.6	)
Pre-tax adjustments to reflect acquired assets and liabilities at fair value:
Derivatives and securities		(1.9	)
Loans		(6.1	)
Intangible assets ⁽²⁾		5.4
Other assets/liabilities		(0.8	)
Long-term debt		16.0
Pre-tax total adjustments		12.6
Deferred income taxes		(5.9	)
After-tax total adjustments		6.7
Fair value of net assets acquired		24.0
Goodwill resulting from the Merrill Lynch acquisition	$	5.1

⁽¹⁾	The value of the shares of common stock exchanged with Merrill Lynch shareholders was based upon the closing price of the Corporation’s common stock at December 31, 2008, the last trading day prior to the date of acquisition.

⁽²⁾	Consists of trade name of $1.5 billion and customer relationship and core deposit intangibles of $3.9 billion. The amortization life is 10 years for the customer relationship and core deposit intangibles which are primarily amortized on a straight-line basis.

Countrywide

On July 1, 2008, the Corporation acquired Countrywide through its merger with a subsidiary of the Corporation. Under the terms of the merger agreement, Countrywide shareholders received 0.1822 of a share of Bank of America Corporation common stock in exchange for each share of Countrywide common stock. The acquisition of Countrywide significantly expanded the Corporation’s mortgage originating and servicing capabilities, making it a leading mortgage originator and servicer. As provided by the merger agreement, 583 million shares of Countrywide common stock were exchanged for 107 million shares of the Corporation’s common stock. Countrywide’s results of operations were included in the Corporation’s results beginning July 1, 2008.

Merger and Restructuring Charges and Reserves

Merger and restructuring charges are recorded in the Consolidated Statement of Income and include incremental costs to integrate the operations of the Corporation and its recent acquisitions. These charges represent costs associated with these one-time activities and do not represent ongoing costs of the fully integrated combined organization. On January 1, 2009, the Corporation adopted new accounting guidance on business combinations, on a prospective basis, that requires that acquisition-related transaction and restructuring costs be charged to expense as incurred. Previously, these expenses were recorded as an adjustment to goodwill.

The following table presents severance and employee-related charges, systems integrations and related charges, and other merger-related charges.


	Three Months Ended March 31
(Dollars in millions)	2010		2009
Severance and employee-related charges	$	151	$	491
Systems integrations and related charges		310		192
Other		60		82
Total merger and restructuring charges	$	521	$	765

For the three months ended March 31, 2010, merger and restructuring charges consisted of $408 million related to the Merrill Lynch acquisition and $113 million related to the Countrywide acquisition. For the three months ended March 31, 2009, merger and restructuring charges consisted primarily of $513 million related to the Merrill Lynch acquisition and $193 million related to the Countrywide acquisition.

For the three months ended March 31, 2010, $408 million of merger-related charges for the Merrill Lynch acquisition included $121 million for severance and other employee-related costs, $238 million of system integration costs, and $49 million of other merger-related costs.

The following table presents the changes in exit cost and restructuring reserves for the three months ended March 31, 2010 and 2009. Exit cost reserves were established in purchase accounting resulting in an increase in goodwill. Restructuring reserves are established by a charge to merger and restructuring charges, and the restructuring charges are included in the total merger and restructuring charges in the table above. Exit costs were not recorded in purchase accounting for the Merrill Lynch acquisition in accordance with new accounting guidance on business combinations which was effective January 1, 2009.


	Exit Cost Reserves						Restructuring Reserves
(Dollars in millions)	2010			2009			2010			2009
Balance, January 1	$	112		$	523		$	403		$	86
Exit costs and restructuring charges:
Merrill Lynch		n/a			n/a			106			382
Countrywide		-			-			30			60
Cash payments		(22	)		(192	)		(294	)		(136)
Balance, March 31	$	90		$	331		$	245		$	392
n/a = not applicable

At December 31, 2009, there were $112 million of exit cost reserves related principally to the Countrywide acquisition, including $70 million for severance, relocation and other employee-related costs and $42 million for contract terminations. Cash payments of $22 million during the three months ended March 31, 2010 consisted of $7 million in severance, relocation and other employee-related costs, and $15 million in contract terminations. At March 31, 2010, exit cost reserves of $90 million related principally to Countrywide.

At December 31, 2009, there were $403 million of restructuring reserves related to the Merrill Lynch and Countrywide acquisitions for severance and other employee-related costs. For the three months ended March 31, 2010, $136 million was added to the restructuring reserves related to severance and other employee-related costs primarily associated with the Merrill Lynch acquisition. Cash payments of $294 million during the three months ended March 31, 2010 were all related to severance and other employee-related costs. Payments associated with the Countrywide and Merrill Lynch acquisitions will continue into 2011. At March 31, 2010, restructuring reserves of $245 million consisted of $169 million for Merrill Lynch and $76 million for Countrywide.

NOTE 3 – Trading Account Assets and Liabilities

The following table presents the components of trading account assets and liabilities at March 31, 2010 and December 31, 2009.


(Dollars in millions)	March 31 2010		December 31 2009
Trading account assets
U.S. government and agency securities ⁽¹⁾	$	56,603	$	44,585
Corporate securities, trading loans and other		61,384		57,009
Equity securities		32,014		33,562
Foreign sovereign debt		35,817		28,143
Mortgage trading loans and asset-backed securities		20,200		18,907
Total trading account assets	$	206,018	$	182,206
Trading account liabilities
U.S. government and agency securities	$	30,068	$	26,519
Equity securities		20,419		18,407
Foreign sovereign debt		21,619		12,897
Corporate securities and other		10,426		7,609
Total trading account liabilities	$	82,532	$	65,432

⁽¹⁾	Includes $28.2 billion and $23.5 billion at March 31, 2010 and December 31, 2009 of government-sponsored enterprise (GSE) obligations.

NOTE 4 – Derivatives

Derivative Balances

Derivatives are held for trading, as economic hedges, or as qualifying accounting hedges. The Corporation enters into derivatives to facilitate client transactions, for proprietary trading purposes and to manage risk exposures. For additional information on the Corporation’s derivatives and hedging activities, see Note 1 – Summary of Significant Accounting Principles to the Consolidated Financial Statements of the Corporation’s 2009 Annual Report on Form 10-K. The following table identifies derivative instruments included on the Corporation’s Consolidated Balance Sheet in derivative assets and liabilities at March 31, 2010 and December 31, 2009. Balances are provided on a gross basis, prior to the application of counterparty and collateral netting. Total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of legally enforceable master netting agreements and have been reduced by the cash collateral applied.

March 31, 2010

Gross Derivative Assets

Gross Derivative Liabilities

(Dollars in billions)

Contract/
Notional ⁽¹⁾

Trading
Derivatives
and
Economic
Hedges

Qualifying
Accounting
Hedges ⁽²⁾

Total

Trading
Derivatives
and
Economic
Hedges

Qualifying
Accounting
Hedges ⁽²⁾

Total

Interest rate contracts

Swaps

43,320.7

1,128.4

6.2

1,134.6

1,107.0

1.2

1,108.2

Futures and forwards

12,096.0

5.9

0.1

6.0

6.4

Written options

2,791.0

77.4

Purchased options

2,732.7

78.1

Foreign exchange contracts

Swaps

646.7

21.6

5.8

27.4

26.0

1.7

27.7

Spot, futures and forwards

2,207.9

25.7

27.1

Written options

391.3

10.9

Purchased options

392.4

10.5

Equity contracts

Swaps

72.3

7.6

7.5

Futures and forwards

95.7

3.1

2.3

Written options

430.9

23.3

0.4

23.7

Purchased options

391.4

24.5

Commodity contracts

Swaps

101.4

8.8

0.2

9.0

8.4

Futures and forwards

435.0

10.2

9.4

Written options

65.1

4.8

Purchased options

60.0

4.5

Credit derivatives

Purchased credit derivatives:

Credit default swaps

2,525.8

88.1

38.7

Total return swaps/other

25.9

1.3

0.8

Written credit derivatives:

Credit default swaps

2,534.1

37.7

82.4

Total return swaps/other

36.0

1.4

0.6

Gross derivative assets/liabilities

1,457.4

12.3

1,469.7

1,433.0

3.3

1,436.3

Less: Legally enforceable master netting agreements

(1,334.0)

Less: Cash collateral applied

(58.1)

(55.4)

Total derivative assets/liabilities

77.6

46.9

⁽¹⁾	Represents the total contract/notional amount of the derivatives outstanding and includes both written and purchased credit derivatives.

⁽²⁾	Excludes $4.1 billion of long-term debt designated as a hedge of foreign currency risk.


	December 31, 2009
			Gross Derivative Assets							Gross Derivative Liabilities

(Dollars in billions)	Contract/ Notional ⁽¹⁾		Trading Derivatives and Economic Hedges		Qualifying Accounting Hedges ⁽²⁾		Total			Trading Derivatives and Economic Hedges		Qualifying Accounting Hedges ⁽²⁾		Total

Interest rate contracts
Swaps	$	45,261.5	$	1,121.3	$	5.6	$	1,126.9		$	1,105.0	$	0.8	$	1,105.8
Futures and forwards		11,842.1		7.1		-		7.1			6.1		-		6.1
Written options		2,865.5		-		-		-			84.1		-		84.1
Purchased options		2,626.7		84.1		-		84.1			-		-		-
Foreign exchange contracts
Swaps		661.9		23.7		4.6		28.3			27.3		0.5		27.8
Spot, futures and forwards		1,750.8		24.6		0.3		24.9			25.6		0.1		25.7
Written options		383.6		-		-		-			13.0		-		13.0
Purchased options		355.3		12.7		-		12.7			-		-		-
Equity contracts
Swaps		58.5		2.0		-		2.0			2.0		-		2.0
Futures and forwards		79.0		3.0		-		3.0			2.2		-		2.2
Written options		283.4		-		-		-			25.1		0.4		25.5
Purchased options		273.7		27.3		-		27.3			-		-		-
Commodity contracts
Swaps		65.3		6.9		0.1		7.0			6.8		-		6.8
Futures and forwards		387.8		10.4		-		10.4			9.6		-		9.6
Written options		54.9		-		-		-			7.9		-		7.9
Purchased options		50.9		7.6		-		7.6			-		-		-
Credit derivatives
Purchased credit derivatives:
Credit default swaps		2,800.5		105.5		-		105.5			45.2		-		45.2
Total return swaps/other		21.7		1.5		-		1.5			0.4		-		0.4
Written credit derivatives:
Credit default swaps		2,788.8		44.1		-		44.1			98.4		-		98.4
Total return swaps/other		33.1		1.8		-		1.8			1.1		-		1.1

Gross derivative assets/liabilities			$	1,483.6	$	10.6		1,494.2		$	1,459.8	$	1.8		1,461.6
Less: Legally enforceable master netting agreements								(1,355.1	)						(1,355.1)
Less: Cash collateral applied								(58.4	)						(62.8)

Total derivative assets/liabilities							$	80.7						$	43.7

⁽¹⁾	Represents the total contract/notional amount of the derivatives outstanding and includes both written and purchased credit derivatives.

⁽²⁾	Excludes $4.4 billion of long-term debt designated as a hedge of foreign currency risk.

ALM and Risk Management Derivatives

The Corporation’s asset and liability management (ALM) and risk management activities include the use of derivatives to mitigate risk to the Corporation including both derivatives that are designated as hedging instruments and economic hedges. Interest rate, commodity, credit and foreign exchange contracts are utilized in the Corporation’s ALM and risk management activities.

The Corporation maintains an overall interest rate risk management strategy that incorporates the use of interest rate contracts, which are generally non-leveraged generic interest rate and basis swaps, options, futures and forwards, to minimize significant fluctuations in earnings that are caused by interest rate volatility. Interest rate contracts are used by the Corporation in the management of its interest rate risk position. The Corporation’s goal is to manage interest rate sensitivity so that movements in interest rates do not significantly adversely affect earnings. As a result of interest rate fluctuations, hedged fixed-rate assets and liabilities appreciate or depreciate in fair value. Gains or losses on the derivative instruments that are linked to the hedged fixed-rate assets and liabilities are expected to substantially offset this unrealized appreciation or depreciation.

Interest rate and market risk can be substantial in the mortgage business. Market risk is the risk that values of mortgage assets or revenues will be adversely affected by changes in market conditions such as interest rate movements. To hedge interest rate risk in mortgage banking production income, the Corporation utilizes forward loan sale commitments and other derivative instruments including purchased options. The Corporation also utilizes derivatives such as interest rate options, interest rate swaps, forward settlement contracts and euro-dollar futures as economic hedges of the fair value of mortgage servicing rights (MSRs). For additional information on MSRs, see Note 16 – Mortgage Servicing Rights.

The Corporation uses foreign currency contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities, as well as the Corporation’s investments in foreign subsidiaries. Foreign exchange contracts, which include spot and forward contracts, represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. Exposure to loss on these contracts will increase or decrease over their respective lives as currency exchange and interest rates fluctuate.

The Corporation enters into derivative commodity contracts such as futures, swaps, options and forwards as well as non-derivative commodity contracts to provide price risk management services to customers or to manage price risk associated with its physical and financial commodity positions. The non-derivative commodity contracts and physical inventories of commodities expose the Corporation to earnings volatility. Cash flow and fair value accounting hedges provide a method to mitigate a portion of this earnings volatility.

The Corporation purchases credit derivatives to manage credit risk related to certain funded and unfunded credit exposures. Credit derivatives include credit default swaps, total return swaps and swaptions. These derivatives are accounted for as economic hedges and changes in fair value are recorded in other income.

Derivatives Designated as Accounting Hedges

The Corporation uses various types of interest rate, commodity and foreign exchange derivative contracts to protect against changes in the fair value of its assets and liabilities due to fluctuations in interest rates, exchange rates and commodity prices (fair value hedges). The Corporation also uses these types of contracts and equity derivatives to protect against changes in the cash flows of its assets and liabilities, and other forecasted transactions (cash flow hedges). The Corporation hedges its net investment in consolidated foreign operations determined to have functional currencies other than the U.S. dollar using forward exchange contracts that typically settle in 90 days, cross-currency basis swaps, and by issuing foreign currency-denominated debt.

The following table summarizes certain information related to the Corporation’s derivatives designated as fair value hedges for the three months ended March 31, 2010 and 2009.


	Amounts Recognized in Income for the Three Months Ended
	March 31, 2010									March 31, 2009
(Dollars in millions)	Derivative			Hedged Item			Hedge Ineffectiveness			Derivative			Hedged Item			Hedge Ineffectiveness
Derivatives designated as fair value hedges
Interest rate risk on long-term debt ⁽¹⁾	$	885		$	(1,013	)	$	(128	)	$	(765	)	$	636		$	(129)
Interest rate and foreign currency risk on long-term debt ⁽¹⁾		(1,375	)		1,251			(124	)		(951	)		1,009			58
Interest rate risk on available-for-sale securities ^{(2, 3)}		(30	)		19			(11	)		53			(81	)		(28)
Commodity price risk on commodity inventory ⁽⁴⁾		57			(61	)		(4	)		56			(58	)		(2)
Total	$	(463	)	$	196		$	(267	)	$	(1,607	)	$	1,506		$	(101)

⁽¹⁾	Amounts are recorded in interest expense on long-term debt.

⁽²⁾	Amounts are recorded in interest income on AFS securities.

⁽³⁾

Measurement of ineffectiveness in the three months ended March 31, 2010 and 2009 includes $4 million and $28 million of interest costs on short forward contracts. The Corporation considers this as part of the cost of hedging, and it is offset by the fixed coupon receipt on the AFS security that is recognized in interest income on securities.

⁽⁴⁾	Amounts are recorded in trading account profits.

The following table summarizes certain information related to the Corporation’s derivatives designated as cash flow hedges and net investment hedges for the three months ended March 31, 2010 and 2009. During the next 12 months, net losses in accumulated OCI of approximately $1.2 billion ($739 million after-tax) on derivative instruments that qualify as cash flow hedges are expected to be reclassified into earnings. These net losses reclassified into earnings are expected to reduce net interest income related to the respective hedged items.


	Three Months Ended March 31
	2010									2009
(Dollars in millions, amounts pre-tax)	Amounts Recognized in OCI on Derivatives			Amounts Reclassified from OCI into Income			Hedge Ineffectiveness and Amount Excluded from Effectiveness Testing ⁽¹⁾			Amounts Recognized in OCI on Derivatives			Amounts Reclassified from OCI into Income			Hedge Ineffectiveness and Amount Excluded from Effectiveness Testing ⁽¹⁾
Derivatives designated as cash flow hedges
Interest rate risk on variable rate portfolios ^{(2 ,3 ,4)}	$	(502	)	$	(81	)	$	(13	)	$	154		$	(484	)	$	4
Commodity price risk on forecasted purchases and sales		32			3			-			48			-			-
Price risk on restricted stock awards ⁽⁵⁾		144			11			-			n/a			n/a			n/a
Price risk on equity investments included in available-for-sale securities		6			-			-			(44	)		-			-
Total	$	(320	)	$	(67	)	$	(13	)	$	158		$	(484	)	$	4
Net investment hedges
Foreign exchange risk ⁽⁶⁾	$	978		$	-		$	(65	)	$	1,016		$	-		$	(80)

⁽¹⁾	Amounts related to derivatives designated as cash flow hedges represent hedge ineffectiveness and amounts related to net investment hedges represent amounts excluded from effectiveness testing.

⁽²⁾	Amounts reclassified from OCI increased interest income on assets by $47 million and reduced interest income on assets by $44 million, and increased interest expense on liabilities by $128 million and $440 million during the three months ended March 31, 2010 and 2009.

⁽³⁾	Hedge ineffectiveness of $(1) million and $4 million was recorded in interest income and $(12) million and $0 was recorded in interest expense during the three months ended March 31, 2010 and 2009.

⁽⁴⁾	Amounts reclassified from OCI exclude amounts related to derivative interest accruals which increased interest income by $62 million and $3 million for the three months ended March 31, 2010 and 2009.

⁽⁵⁾	Gains reclassified from OCI are recorded in personnel expense.

⁽⁶⁾	Amounts recognized in OCI on derivatives exclude gains of $262 million and $33 million related to long-term debt designated as a net investment hedge for the three months ended March 31, 2010 and 2009.

n/a = not applicable

The Corporation entered into total return swaps to hedge a portion of cash-settled restricted stock units (RSUs) granted to certain employees in the three months ended March 31, 2010 as part of their 2009 compensation. These cash-settled RSUs are accrued as liabilities over the vesting period and adjusted to fair value based on changes in the share price of the Corporation’s common stock. The Corporation entered into the derivatives to minimize the change in the expense to the Corporation driven by fluctuations in the share price of the Corporation’s common stock during the vesting period of the restricted stock units. Certain of these derivatives are designated as cash flow hedges of unrecognized non-vested awards with the changes in fair value of the hedge recorded in OCI and reclassified into income in the same period as the RSUs affect earnings. The remaining derivatives are accounted for as economic hedges and changes in fair value are recorded in personnel expense. For more information on restricted stock units, see Note 13 – Pension, Postretirement and Other Employee Plans.

Economic Hedges

Derivatives designated as economic hedges are used by the Corporation to reduce certain risk exposures but are not accounted for as accounting hedges. The following table presents gains (losses) on these derivatives for the three months ended March 31, 2010 and 2009. These gains (losses) are largely offset by the income or expense that is recorded on the economically hedged item.


	Three Months Ended March 31
(Dollars in millions)	2010			2009
Price risk on mortgage banking production income ^{(1, 2)}	$	1,356		$	2,157
Interest rate risk on mortgage banking servicing income ⁽¹⁾		798			150
Credit risk on loans ⁽³⁾		(56	)		75
Interest rate and foreign currency risk on long-term debt and other foreign exchange transactions ⁽⁴⁾		(3,988	)		(546)
Other ⁽⁴⁾		96			15
Total	$	(1,794	)	$	1,851

⁽¹⁾	Gains (losses) on these derivatives are recorded in mortgage banking income.

⁽²⁾	Includes gains on interest rate lock commitments related to the origination of mortgage loans that are held for sale, which are considered derivative instruments, of $1.9 billion and $2.5 billion for the three months ended March 31, 2010 and 2009.

⁽³⁾	Gains (losses) on these derivatives and bonds are recorded in other income, trading account profits and net interest income.

⁽⁴⁾	Gains (losses) on these derivatives are recorded in other income, trading account profits and personnel expense.

Sales and Trading Revenue

The Corporation enters into trading derivatives to facilitate client transactions, for proprietary trading purposes, and to manage risk exposures arising from trading assets and liabilities. It is the Corporation’s policy to include these derivative instruments in its trading activities which include derivatives and non-derivative cash instruments. The resulting risk from these derivatives is managed on a portfolio basis as part of the Corporation’s GBAM business segment. The related sales and trading revenue generated within GBAM is recorded on various income statement line items including trading account profits and net interest income as well as other revenue categories. However, the vast majority of income related to derivative instruments is recorded in trading account profits. The following table identifies the amounts in the income statement line items attributable to the Corporation’s sales and trading revenue categorized by primary risk for the three months ended March 31, 2010 and 2009.


	Three Months Ended March 31

	2010									2009

(Dollars in millions)	Trading Account Profits		Other Revenues ⁽¹⁾		Net Interest Income			Total		Trading Account Profits		Other Revenues ⁽¹⁾			Net Interest Income			Total

Interest rate risk	$	1,057	$	41	$	183		$	1,281	$	2,963	$	15		$	334		$	3,312
Foreign exchange risk		281		-		-			281		274		1			7			282
Equity risk		874		610		46			1,530		786		622			81			1,489
Credit risk		2,619		129		950			3,698		197		(1,104	)		1,507			600
Other risk		224		8		(50	)		182		683		(39	)		(191	)		453

Total sales and trading revenue	$	5,055	$	788	$	1,129		$	6,972	$	4,903	$	(505	)	$	1,738		$	6,136

⁽¹⁾	Represents investment and brokerage services and other income recorded in GBAM that the Corporation includes in its definition of sales and trading revenue.

Credit Derivatives

The Corporation enters into credit derivatives primarily to facilitate client transactions and to manage credit risk exposures. Credit derivatives derive value based on an underlying third party-referenced obligation or a portfolio of referenced obligations and generally require the Corporation as the seller of credit protection to make payments to a buyer upon the occurrence of a predefined credit event. Such credit events generally include bankruptcy of the referenced credit

entity and failure to pay under the obligation, as well as acceleration of indebtedness and payment repudiation or moratorium. For credit derivatives based on a portfolio of referenced credits or credit indices, the Corporation may not be required to make payment until a specified amount of loss has occurred and/or may only be required to make payment up to a specified amount.

Credit derivative instruments in which the Corporation is the seller of credit protection and their expiration at March 31, 2010 and December 31, 2009 are summarized below. These instruments are classified as investment and non-investment grade based on the credit quality of the underlying reference obligation. The Corporation considers ratings of BBB- or higher as investment grade. Non-investment grade includes non-rated credit derivative instruments.


	March 31, 2010
	Carrying Value
(Dollars in millions)	Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
Credit default swaps:
Investment grade	$	353	$	5,887	$	8,295	$	25,256	$	39,791
Non-investment grade		1,141		8,056		9,883		23,552		42,632
Total		1,494		13,943		18,178		48,808		82,423
Total return swaps/other:
Investment grade		-		26		33		32		91
Non-investment grade		1		192		38		253		484
Total		1		218		71		285		575
Total credit derivatives	$	1,495	$	14,161	$	18,249	$	49,093	$	82,998
	Maximum Payout/Notional
Credit default swaps:
Investment grade	$	162,417	$	453,420	$	575,291	$	390,296	$	1,581,424
Non-investment grade		95,012		296,057		295,898		265,668		952,635
Total		257,429		749,477		871,189		655,964		2,534,059
Total return swaps/other:
Investment grade		4		91		12,563		10,478		23,136
Non-investment grade		403		1,712		923		9,818		12,856
Total		407		1,803		13,486		20,296		35,992
Total credit derivatives	$	257,836	$	751,280	$	884,675	$	676,260	$	2,570,051
	December 31, 2009
	Carrying Value
(Dollars in millions)	Less than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
Credit default swaps:
Investment grade	$	454	$	5,795	$	5,831	$	24,586	$	36,666
Non-investment grade		1,342		14,012		16,081		30,274		61,709
Total		1,796		19,807		21,912		54,860		98,375
Total return swaps/other:
Investment grade		1		20		5		540		566
Non-investment grade		-		194		3		291		488
Total		1		214		8		831		1,054
Total credit derivatives	$	1,797	$	20,021	$	21,920	$	55,691	$	99,429
	Maximum Payout/Notional
Credit default swaps:
Investment grade	$	147,501	$	411,258	$	596,103	$	335,526	$	1,490,388
Non-investment grade		123,907		417,834		399,896		356,735		1,298,372
Total		271,408		829,092		995,999		692,261		2,788,760
Total return swaps/other:
Investment grade		31		60		1,081		8,087		9,259
Non-investment grade		2,035		1,280		2,183		18,352		23,850
Total		2,066		1,340		3,264		26,439		33,109
Total credit derivatives	$	273,474	$	830,432	$	999,263	$	718,700	$	2,821,869

The notional amount represents the maximum amount payable by the Corporation for most credit derivatives. However, the Corporation does not solely monitor its exposure to credit derivatives based on notional amount because this measure does not take into consideration the probability of occurrence. As such, the notional amount is not a reliable

indicator of the Corporation’s exposure to these contracts. Instead, a risk framework is used to define risk tolerances and establish limits to help ensure that certain credit risk-related losses occur within acceptable, predefined limits.

The Corporation economically hedges its market risk exposure to credit derivatives by entering into a variety of offsetting derivative contracts and security positions. For example, in certain instances, the Corporation may purchase credit protection with identical underlying referenced names to offset its exposure. The carrying value and notional amount of written credit derivatives for which the Corporation held purchased credit derivatives with identical underlying referenced names at March 31, 2010 was $58.9 billion and $1.8 trillion compared to $79.4 billion and $2.3 trillion at December 31, 2009.

Credit Risk Management of Derivatives and Credit-related Contingent Features

The Corporation executes the majority of its derivative contracts in the over-the-counter market with large, international financial institutions, including broker/dealers and, to a lesser degree, with a variety of non-financial companies. Substantially all of the derivative transactions are executed on a daily margin basis. Therefore, events such as a credit downgrade (depending on the ultimate rating level) or a breach of credit covenants would typically require an increase in the amount of collateral required of the counterparty, where applicable, and/or allow the Corporation to take additional protective measures such as early termination of all trades. Further, as discussed above, the Corporation enters into legally enforceable master netting agreements which reduce risk by permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.

Substantially all of the Corporation’s derivative contracts contain credit risk-related contingent features, primarily in the form of International Swaps and Derivatives Association, Inc. (ISDA) master agreements that enhance the creditworthiness of these instruments as compared to other obligations of the respective counterparty with whom the Corporation has transacted (e.g., other debt or equity). These contingent features may be for the benefit of the Corporation, as well as its counterparties with respect to changes in the Corporation’s creditworthiness. At March 31, 2010 and December 31, 2009, the Corporation received cash and securities collateral of $74.1 billion and $74.6 billion, and posted cash and securities collateral of $62.6 billion and $69.1 billion in the normal course of business under derivative agreements.

In connection with certain over-the-counter derivatives contracts and other trading agreements, the Corporation could be required to provide additional collateral or to terminate transactions with certain counterparties in the event of a downgrade of the senior debt ratings of Bank of America Corporation and its subsidiaries. The amount of additional collateral required depends on the contract and is usually a fixed incremental amount and/or the market value of the exposure. At March 31, 2010 and December 31, 2009, the amount of additional collateral and termination payments that would be required for such derivatives and trading agreements was approximately $1.8 billion and $2.1 billion if the long-term credit rating of Bank of America Corporation and its subsidiaries was incrementally downgraded by one level by all ratings agencies. At both March 31, 2010 and December 31, 2009, a second incremental one level downgrade by the ratings agencies would require approximately $1.2 billion in additional collateral.

The Corporation records counterparty credit risk valuation adjustments on derivative assets in order to properly reflect the credit quality of the counterparty. These adjustments are necessary as the market quotes on derivatives do not fully reflect the credit risk of the counterparties to the derivative assets. The Corporation considers collateral and legally enforceable master netting agreements that mitigate its credit exposure to each counterparty in determining the counterparty credit risk valuation adjustment. All or a portion of these counterparty credit risk valuation adjustments can be reversed or otherwise adjusted in future periods due to changes in the value of the derivative contract, collateral and creditworthiness of the counterparty. During the three months ended March 31, 2010 and 2009, credit valuation gains (losses) of $326 million and $70 million ($(69) million and $(41) million, net of hedges) for counterparty credit risk related to derivative assets were recognized in trading account profits. At March 31, 2010 and December 31, 2009, the cumulative counterparty credit risk valuation adjustment that was included in the derivative assets balance was $7.4 billion and $7.6 billion.

In addition, the fair value of the Corporation’s or its subsidiaries’ derivative liabilities is adjusted to reflect the impact of the Corporation’s credit quality. During the three months ended March 31, 2010 and 2009, credit valuation gains of $171 million and $1.7 billion were recognized in trading account profits for changes in the Corporation’s or its subsidiaries’ credit risk. At March 31, 2010 and December 31, 2009, the Corporation’s cumulative credit risk valuation adjustment that was included in the derivative liabilities balance was $950 million and $608 million.

NOTE 5 – Securities

The following table presents the amortized cost, gross unrealized gains and losses in accumulated OCI, and fair value of AFS debt and marketable equity securities at March 31, 2010 and December 31, 2009.


(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale debt securities, March 31, 2010
U.S. Treasury and agency securities	$	40,664	$	291	$	(212	)	$	40,743
Mortgage-backed securities:
Agency		150,356		2,791		(578	)		152,569
Agency collateralized mortgage obligations		43,403		320		(250	)		43,473
Non-agency residential ⁽¹⁾		35,008		655		(2,685	)		32,978
Non-agency commercial		6,971		947		(48	)		7,870
Foreign securities		3,826		41		(744	)		3,123
Corporate bonds		6,780		162		(85	)		6,857
Other taxable securities⁽²⁾		19,914		84		(539	)		19,459
Total taxable securities		306,922		5,291		(5,141	)		307,072
Tax-exempt securities		9,041		74		(167	)		8,948
Total available-for-sale debt securities	$	315,963	$	5,365	$	(5,308	)	$	316,020
Available-for-sale marketable equity securities ⁽³⁾	$	2,937	$	3,679	$	(42	)	$	6,574
Available-for-sale debt securities, December 31, 2009
U.S. Treasury and agency securities	$	22,648	$	414	$	(37	)	$	23,025
Mortgage-backed securities:
Agency		164,677		2,415		(846	)		166,246
Agency collateralized mortgage obligations		25,330		464		(13	)		25,781
Non-agency residential ⁽¹⁾		37,940		1,191		(4,028	)		35,103
Non-agency commercial		6,354		671		(116	)		6,909
Foreign securities		4,732		61		(896	)		3,897
Corporate bonds		6,136		182		(126	)		6,192
Other taxable securities⁽²⁾		25,469		260		(478	)		25,251
Total taxable securities		293,286		5,658		(6,540	)		292,404
Tax-exempt securities		9,340		100		(243	)		9,197
Total available-for-sale debt securities	$	302,626	$	5,758	$	(6,783	)	$	301,601
Available-for-sale marketable equity securities ⁽³⁾	$	6,020	$	3,895	$	(507	)	$	9,408

⁽¹⁾	At both March 31, 2010 and December 31, 2009, includes approximately 85 percent of prime bonds, 10 percent of Alt-A bonds, and five percent of subprime bonds.

⁽²⁾	Substantially all asset-backed securities (ABS).

⁽³⁾	Recorded in other assets on the Corporation’s Consolidated Balance Sheet.

At March 31, 2010, the accumulated net unrealized gains on AFS debt and marketable equity securities included in accumulated OCI were $36 million and $2.3 billion, net of the related income tax expense of $21 million and $1.3 billion. At March 31, 2010 and December 31, 2009, the Corporation had nonperforming AFS debt securities of $550 million and $467 million.

At March 31, 2010, both the amortized cost and fair value of held-to-maturity (HTM) debt securities were $340 million. At December 31, 2009, the amortized cost and fair value of HTM debt securities were $9.8 billion and $9.7 billion, which included ABS that were issued by the Corporation’s credit card securitization trust and retained by the Corporation with an amortized cost of $6.6 billion and a fair value of $6.4 billion. Additionally, $2.9 billion of HTM debt securities held in consolidated commercial paper conduits were reclassified to AFS as a result of changes in regulatory capital requirements. Also, as a result of the adoption of new consolidation guidance, the Corporation consolidated the credit card securitization trusts on January 1, 2010 and the ABS were eliminated in consolidation and the related consumer credit card loans are included in loans and leases on the Corporation’s Consolidated Balance Sheet.

During the three months ended March 31, 2010 and 2009, the Corporation recorded other-than-temporary impairment losses on AFS debt securities as presented in the table below.


	Three Months Ended March 31, 2010

(Dollars in millions)	Non-agency Residential MBS		Non-agency Commercial MBS		Foreign Securities		Corporate Bonds		Other Taxable Securities		Total

Total other-than-temporary impairment losses (unrealized and realized)	$	(720)	$	(29)	$	(716)	$	(22)	$	(332)	$	(1,819)
Unrealized other-than-temporary impairment losses recognized in OCI ⁽¹⁾		445		23		539		18		193		1,218

Net impairment losses recognized in earnings ⁽²⁾	$	(275)	$	(6)	$	(177)	$	(4)	$	(139)	$	(601)

	Three Months Ended March 31, 2009

(Dollars in millions)	Non-agency Residential MBS		Non-agency Commercial MBS		Foreign Securities		Corporate Bonds		Other Taxable Securities		Total

Total other-than-temporary impairment losses (unrealized and realized)	$	(432)	$	-	$	(133)	$	(17)	$	(132)	$	(714)
Unrealized other-than-temporary impairment losses recognized in OCI ⁽¹⁾		343		-		-		-		-		343

Net impairment losses recognized in earnings ⁽²⁾	$	(89)	$	-	$	(133)	$	(17)	$	(132)	$	(371)

⁽¹⁾

Represents the non-credit component of other-than-temporary impairment losses on AFS debt securities. For the three months ended March 31, 2010, for certain securities, the Corporation recognized credit losses in excess of unrealized losses in OCI. In these instances, a portion of the credit losses recognized in earnings has been offset by an unrealized gain. Balances above exclude $93 million of gross gains recorded in OCI related to these securities for the three months ended March 31, 2010. No gross gains were recorded in OCI related to these securities for the three months ended March 31, 2009.

⁽²⁾	Represents the credit component of other-than-temporary impairment losses on AFS debt securities.

The following table presents activity for the three months ended March 31, 2010 and 2009 related to the credit component recognized in earnings on debt securities held by the Corporation for which a portion of the other-than-temporary impairment loss remains in OCI.


	Three Months Ended March 31

(Dollars in millions)	2010		2009

Balance, January 1	$	442	$	-
Credit component of other-than-temporary impairment not reclassified to OCI in connection with the cumulative effect transition adjustment ⁽¹⁾		-		22
Additions for the credit component on debt securities on which other-than-temporary impairment losses were not previously recognized ⁽²⁾		131		18
Additions for the credit component on debt securities on which other-than-temporary impairment losses were previously recognized		302		-

Balance, March 31	$	875	$	40

⁽¹⁾

At January 1, 2009, the Corporation had securities with $134 million of other-than-temporary impairment previously recognized in earnings of which $22 million represented the credit component and $112 million represented the non-credit component which was reclassified to OCI through a cumulative effect transition adjustment.

⁽²⁾

During the three months ended March 31, 2010 and 2009, the Corporation recognized $168 million and $331 million of other-than-temporary impairment losses on debt securities on which no portion of other-than-temporary impairment loss remained in OCI. Other-than-temporary impairment losses related to these securities are excluded from these amounts.

As of March 31, 2010, those debt securities with other-than-temporary impairment for which a portion of the other-than-temporary impairment loss remains in OCI primarily consisted of non-agency residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs). The Corporation estimates the portion of loss attributable to credit using a discounted cash flow model. The Corporation estimates the expected cash flows of the underlying collateral using internal credit risk, interest rate and prepayment risk models that incorporate management’s best estimate of current key assumptions such as default rates, loss severity and prepayment rates. Assumptions used can vary widely from loan to loan and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. The Corporation then uses a third party vendor to determine how the underlying collateral cash flows will be distributed to each security issued from the structure. Expected principal and interest cash flows on an impaired debt security are discounted using the book yield of each individual impaired debt security.

Based on the expected cash flows derived from the model, the Corporation expects to recover the unrealized losses in accumulated OCI on non-agency RMBS. Significant assumptions used in the valuation of non-agency RMBS were as follows at March 31, 2010.


		Range ⁽¹⁾

	Weighted- average	10^th Percentile ⁽²⁾	90^th Percentile ⁽²⁾

Prepayment speed ⁽³⁾	10.5%	3.0%	23.0%
Loss severity ⁽⁴⁾	43.6	17.4	52.3
Life default rate ⁽⁵⁾	46.6	2.7	98.9

⁽¹⁾	Represents the range of inputs/assumptions based upon the underlying collateral.

⁽²⁾	The value of a variable below which the indicated percentile of observations will fall.

⁽³⁾	Annual constant prepayment speed.

⁽⁴⁾	Loss severity rates are projected considering collateral characteristics such as LTV, creditworthiness of borrowers (FICO score) and geographic concentration. Weighted-average severity by collateral type was 40 percent for prime bonds, and 45 percent for both Alt-A bonds and subprime bonds.

⁽⁵⁾	Default rates are projected by considering collateral characteristics including, but not limited to LTV, FICO and geographic concentration. Weighted-average life default rates by collateral type were 39 percent for prime bonds, 53 percent for Alt-A bonds and 45 percent for subprime bonds.

Additionally, based on the expected cash flows derived from the model, the Corporation expects to recover the unrealized losses in accumulated OCI on CDOs. Certain assumptions used in the valuation of CDOs were an annual constant prepayment speed, loss severities and default rates which take into consideration various collateral characteristics including but not limited to asset type, subordination and vintages. For CDOs these assumptions were a maximum prepayment speed of 26 percent, a maximum default rate of 58 percent and a maximum loss severity of 100 percent. Due to the structure and variability of the underlying collateral for the CDOs, the minimum end of the ranges and a weighted-average for each of these assumptions are not meaningful.

The following table presents the current fair value and the associated gross unrealized losses on investments in securities with gross unrealized losses at March 31, 2010 and December 31, 2009. The table also discloses whether these securities have had gross unrealized losses for less than twelve months, or for twelve months or longer.


	Less than Twelve Months				Twelve Months or Longer				Total

(Dollars in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Temporarily-impaired available-for-sale debt securities at March 31, 2010
U.S. Treasury and agency securities	$	31,888	$	(212)	$	-	$	-	$	31,888	$	(212)
Mortgage-backed securities:
Agency		29,886		(552)		685		(26)		30,571		(578)
Agency-collateralized mortgage obligations		28,950		(250)		-		-		28,950		(250)
Non-agency residential		5,623		(322)		9,601		(1,987)		15,224		(2,309)
Non-agency commercial		223		(3)		210		(22)		433		(25)
Foreign securities		33		(3)		1,244		(202)		1,277		(205)
Corporate bonds		1,264		(15)		7,020		(52)		8,284		(67)
Other taxable securities		6,138		(195)		194		(151)		6,332		(346)

Total taxable securities		104,005		(1,552)		18,954		(2,440)		122,959		(3,992)
Tax-exempt securities		1,712		(51)		1,720		(116)		3,432		(167)

Total temporarily-impaired available-for-sale debt securities		105,717		(1,603)		20,674		(2,556)		126,391		(4,159)
Temporarily-impaired available-for-sale marketable equity securities		31		(14)		60		(28)		91		(42)

Total temporarily-impaired available-for-sale securities		105,748		(1,617)		20,734		(2,584)		126,482		(4,201)

Other-than-temporarily impaired available-for-sale debt securities ⁽¹⁾
Mortgage-backed securities:
Non-agency residential		736		(66)		1,682		(310)		2,418		(376)
Non-agency commercial		-		-		59		(23)		59		(23)
Foreign securities		-		-		835		(539)		835		(539)
Corporate bonds		-		-		81		(18)		81		(18)
Other taxable securities		-		-		831		(193)		831		(193)

Total temporarily-impaired and other-than-temporarily impaired available-for-sale securities	$	106,484	$	(1,683)	$	24,222	$	(3,667)	$	130,706	$	(5,350)

Temporarily-impaired available-for-sale debt securities at December 31, 2009
U.S. Treasury and agency securities	$	4,655	$	(37)	$	-	$	-	$	4,655	$	(37)
Mortgage-backed securities:
Agency		53,979		(817)		740		(29)		54,719		(846)
Agency-collateralized mortgage obligations		965		(10)		747		(3)		1,712		(13)
Non-agency residential		6,907		(557)		13,613		(3,370)		20,520		(3,927)
Non-agency commercial		1,263		(35)		1,711		(81)		2,974		(116)
Foreign securities		169		(27)		3,355		(869)		3,524		(896)
Corporate bonds		1,157		(71)		294		(55)		1,451		(126)
Other taxable securities		3,779		(70)		932		(408)		4,711		(478)

Total taxable securities		72,874		(1,624)		21,392		(4,815)		94,266		(6,439)
Tax-exempt securities		4,716		(93)		1,989		(150)		6,705		(243)

Total temporarily-impaired available-for-sale debt securities		77,590		(1,717)		23,381		(4,965)		100,971		(6,682)
Temporarily-impaired available-for-sale marketable equity securities		338		(113)		1,554		(394)		1,892		(507)

Total temporarily-impaired available-for-sale securities		77,928		(1,830)		24,935		(5,359)		102,863		(7,189)

Other-than-temporarily impaired available-for-sale debt securities ⁽¹⁾
Mortgage-backed securities:
Non-agency residential		51		(17)		1,076		(84)		1,127		(101)

Total temporarily-impaired and other-than-temporarily impaired available-for-sale securities	$	77,979	$	(1,847)	$	26,011	$	(5,443)	$	103,990	$	(7,290)

⁽¹⁾	Includes other-than-temporarily impaired AFS debt securities in which a portion of the other-than-temporary impairment loss remains in OCI.

The impairment of AFS debt and marketable equity securities is based on a variety of factors including the length of time and extent to which the fair value has been less than cost, the financial condition of the issuer of the security, and the Corporation’s intent and ability to hold the security to recovery.

At March 31, 2010, the amortized cost of approximately 9,000 AFS securities exceeded their fair value by $5.4 billion. The gross unrealized losses include $2.7 billion on non-agency RMBS, $1.3 billion on foreign securities and other taxable securities, which are primarily CDOs, and $828 million on agency RMBS. Combined, these securities represented 89 percent of the $5.4 billion in gross unrealized losses. Of the $5.4 billion, $1.7 billion of gross unrealized losses have existed for less than twelve months and $3.7 billion of gross unrealized losses have existed for a period of twelve months or longer. Of the gross unrealized losses existing for twelve months or longer, $2.3 billion related to approximately 400 non-agency RMBS, an additional $1.1 billion related to foreign securities and other taxable securities, and $28 million related to 400 AFS marketable equity securities. Combined, these securities represented 94 percent of the gross unrealized losses that have existed for a period of twelve months or longer. Gross unrealized losses are principally the result of ongoing illiquidity in the markets and lower interest rates.

The Corporation considers the length of time and extent to which the fair value of AFS debt and marketable equity securities have been less than cost to conclude that such securities were not other-than-temporarily impaired. The Corporation also considers other factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. As the Corporation has no intent to sell securities with unrealized losses and it is not more-likely-than-not that the Corporation will be required to sell these securities before recovery of amortized cost, the Corporation has concluded that the securities are not impaired on an other-than-temporary basis.

The amortized cost and fair value of the Corporation’s investment in AFS debt securities from the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA) and the Federal Home Loan Mortgage Corporation (FHLMC) where the investment exceeded 10 percent of consolidated shareholders’ equity at March 31, 2010 and December 31, 2009 are presented in the following table.

March 31, 2010

December 31, 2009

(Dollars in millions)

Amortized
Cost

Fair

Value

Amortized
Cost

Fair

Value

Federal National Mortgage Association

93,536

94,684

100,321

101,096

Government National Mortgage Association

71,763

72,103

60,610

61,121

Federal Home Loan Mortgage Corporation

28,460

29,255

29,076

29,810

Securities are pledged or assigned to secure borrowed funds, government and trust deposits and for other purposes. The carrying value of pledged securities was $141.1 billion and $122.7 billion at March 31, 2010 and December 31, 2009.

The expected maturity distribution of the Corporation’s MBS and the contractual maturity distribution of the Corporation’s other debt securities, and the yields on the Corporation’s AFS debt securities portfolio at March 31, 2010 are summarized in the following table. Actual maturities may differ from the contractual or expected maturities since borrowers may have the right to prepay obligations with or without prepayment penalties.


	March 31, 2010

	Due in One Year or Less				Due after One Year through Five Years				Due after Five Years through Ten Years				Due after Ten Years				Total

(Dollars in millions)	Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾

Fair value of available-for-sale debt securities
U.S. Treasury and agency securities	$	101	3.5	%	$	1,728	3.1	%	$	8,326	4.0	%	$	30,588	4.6	%	$	40,743	4.4	%
Mortgage-backed securities:
Agency		27	5.3			98,530	4.6			24,172	4.5			29,840	4.4			152,569	4.5
Agency-collateralized mortgage obligations		485	1.3			17,262	2.7			19,602	3.3			6,124	3.3			43,473	3.1
Non-agency residential		593	16.6			11,696	5.7			4,055	5.4			16,634	3.8			32,978	4.9
Non-agency commercial		250	5.2			4,727	6.8			2,379	12.8			514	5.0			7,870	8.4
Foreign securities		38	1.4			2,043	6.0			138	4.4			904	1.4			3,123	4.5
Corporate bonds		347	2.2			4,699	2.9			1,487	4.8			324	2.7			6,857	3.2
Other taxable securities		5,995	2.3			5,156	5.8			513	6.8			7,795	2.7			19,459	3.4

Total taxable securities		7,836	3.4			145,841	4.5			60,672	4.5			92,723	4.1			307,072	4.4
Tax-exempt securities		199	4.3			1,816	4.2			3,805	3.6			3,128	4.1			8,948	3.9

Total available-for-sale debt securities	$	8,035	3.4		$	147,657	4.5		$	64,477	4.4		$	95,851	4.1		$	316,020	4.3

Amortized cost of available-for-sale debt securities	$	8,298			$	146,452			$	63,539			$	97,674			$	315,963

⁽¹⁾	Yields are calculated based on the amortized cost of the securities.

The components of realized gains and losses on sales of debt securities for the three months ended March 31, 2010 and 2009 are presented in the following table.


	Three Months Ended March 31
(Dollars in millions)	2010		2009
Gross gains	$	906	$	1,537
Gross losses		(172)		(39)
Net gains on sales of debt securities	$	734	$	1,498

The income tax expense attributable to realized net gains on sales of debt securities was $272 million and $554 million for the three months ended March 31, 2010 and 2009.

Certain Corporate and Strategic Investments

At both March 31, 2010 and December 31, 2009, the Corporation owned approximately 11 percent, or 25.6 billion common shares of China Construction Bank (CCB). During 2009, the Corporation sold its initial investment of 19.1 billion common shares in CCB for a pre-tax gain of $7.3 billion. The remaining investment of 25.6 billion common shares is accounted for at cost, is recorded in other assets and is non-transferable until August 2011. At March 31, 2010 and December 31, 2009, both the cost and the carrying value of the CCB investment were $9.2 billion, and the fair value was $21.0 billion and $22.0 billion. Dividend income on this investment is recorded in equity investment income. The Corporation remains a significant shareholder in CCB and intends to continue the important long-term strategic alliance with CCB originally entered into in 2005. As part of this alliance, the Corporation expects to continue to provide advice and assistance to CCB.

At both March 31, 2010 and December 31, 2009, the Corporation owned approximately 188.4 million preferred shares and 56.5 million common shares of Itaú Unibanco Holding S.A. (Itaú Unibanco). The Itaú Unibanco investment is accounted for at fair value and recorded as AFS marketable equity securities in other assets with unrealized gains recorded, net-of-tax, in accumulated OCI. At both March 31, 2010 and December 31, 2009, the cost of this investment was $2.6 billion and the fair value of this investment was $5.4 billion. Dividend income on this investment is recorded in equity investment income.

At both March 31, 2010 and December 31, 2009, the Corporation had a 24.9 percent investment in Grupo Financiero Santander, S.A., the subsidiary of Grupo Santander, S.A. Both the carrying value and fair value of this investment were $2.7 billion at March 31, 2010 compared to $2.5 billion at December 31, 2009. This investment is recorded in other assets and is accounted for under the equity method of accounting with income recorded in equity investment income.

At both March 31, 2010 and December 31, 2009, the Corporation had an approximate 34 percent economic ownership in BlackRock Inc. (BlackRock), a publicly traded investment company. The carrying value of this investment at both March 31, 2010 and December 31, 2009 was $10.0 billion, and the fair value was $14.1 billion and $15.0 billion. This investment is recorded in other assets and is accounted for under the equity method of accounting with income recorded in equity investment income.

On June 26, 2009, the Corporation entered into a joint venture agreement with First Data Corporation (First Data) creating Banc of America Merchant Services, LLC. Under the terms of the agreement, the Corporation contributed its merchant processing business to the joint venture and First Data contributed certain merchant processing contracts and personnel resources. During 2009, the Corporation recorded in other income a pre-tax gain of $3.8 billion related to this transaction. The Corporation owns approximately 46.5 percent of this joint venture, 48.5 percent is owned by First Data, with the remaining stake held by a third party investor. The third party investor has the right to put their interest to the joint venture which would have the effect of increasing the Corporation’s ownership interest to 49 percent. The investment in the joint venture, which was initially recorded at a fair value of $4.7 billion, is accounted for under the equity method of accounting with income recorded in equity investment income. The carrying value at both March 31, 2010 and December 31, 2009 was $4.7 billion.

NOTE 6 – Outstanding Loans and Leases

The table below presents outstanding loans and leases at March 31, 2010 and December 31, 2009.


(Dollars in millions)	March 31 2010 ⁽¹⁾		December 31 2009
Consumer
Residential mortgage ⁽²⁾	$	245,007	$	242,129
Home equity		149,907		149,126
Discontinued real estate ⁽³⁾		14,211		14,854
Credit card – domestic		120,783		49,453
Credit card – foreign		28,772		21,656
Direct/Indirect consumer ⁽⁴⁾		99,372		97,236
Other consumer ⁽⁵⁾		3,022		3,110
Total consumer		661,074		577,564
Commercial
Commercial – domestic ⁽⁶⁾		195,862		198,903
Commercial real estate ⁽⁷⁾		66,649		69,447
Commercial lease financing		21,465		22,199
Commercial – foreign		26,905		27,079
Total commercial loans		310,881		317,628
Commercial loans measured at fair value ⁽⁸⁾		4,087		4,936
Total commercial		314,968		322,564
Total loans and leases	$	976,042	$	900,128

⁽¹⁾	March 31, 2010 balances are presented in accordance with new consolidation guidance.

⁽²⁾	Includes foreign residential mortgages of $511 million and $552 million at March 31, 2010 and December 31, 2009.

⁽³⁾	Includes $12.8 billion and $13.4 billion of pay option loans, and $1.4 billion and $1.5 billion of subprime loans at March 31, 2010 and December 31, 2009. The Corporation no longer originates these products.

⁽⁴⁾

Includes dealer financial services loans of $45.3 billion and $41.6 billion, consumer lending of $17.7 billion and $19.7 billion, domestic securities-based lending margin loans of $13.5 billion and $12.9 billion, student loans of $11.1 billion and $10.8 billion, foreign consumer loans of $7.9 billion and $8.0 billion and other loans of $3.9 billion and $4.2 billion at March 31, 2010 and December 31, 2009.

⁽⁵⁾	Includes consumer finance loans of $2.2 billion and $2.3 billion, other foreign consumer loans of $680 million and $709 million and consumer overdrafts of $173 million and $144 million at March 31, 2010 and December 31, 2009.

⁽⁶⁾	Includes small business commercial – domestic loans, including card related products, of $16.6 billion and $17.5 billion at March 31, 2010 and December 31, 2009.

⁽⁷⁾	Includes domestic commercial real estate loans of $63.9 billion and $66.5 billion and foreign commercial real estate loans of $2.7 billion and $3.0 billion at March 31, 2010 and December 31, 2009.

⁽⁸⁾

Certain commercial loans are accounted for under the fair value option and include commercial – domestic loans of $2.5 billion and $3.0 billion, commercial – foreign loans of $1.5 billion and $1.9 billion and commercial real estate loans of $101 million and $90 million at March 31, 2010 and December 31, 2009. See Note 14 – Fair Value Measurements for additional information on the fair value option.

The Corporation mitigates a portion of its credit risk through synthetic securitizations which are cash collateralized and provided mezzanine risk protection on residential mortgages of $2.4 billion and $2.5 billion at March 31, 2010 and December 31, 2009 which will reimburse the Corporation in the event that losses exceed 10 basis points (bps) of the original pool balance. As of March 31, 2010 and December 31, 2009, $65.5 billion and $70.7 billion of mortgage loans were protected under these agreements. The decrease in these credit protected pools was due to approximately $3.4 billion in principal payments and loan sales of $1.8 billion. At both March 31, 2010 and December 31, 2009, the Corporation had a receivable of $1.0 billion from these synthetic securitizations for reimbursement of losses. In addition, the Corporation has entered into credit protection agreements with FNMA and FHLMC totaling $6.9 billion and $6.6 billion as of March 31, 2010 and December 31, 2009, providing full protection on conforming residential mortgage loans that become severely delinquent.

Nonperforming Loans and Leases

The following table presents the Corporation’s nonperforming loans and leases, including nonperforming troubled debt restructurings (TDRs), at March 31, 2010 and December 31, 2009. This table excludes performing TDRs and loans accounted for under the fair value option. Nonperforming loans held-for-sale (LHFS) are excluded from nonperforming loans and leases as they are recorded at the lower of cost or fair value. In addition, purchased credit-impaired loans and past due consumer credit card, consumer non-real estate-secured loans, unsecured consumer loans and business card loans are not considered nonperforming and are therefore excluded from nonperforming loans and leases in the table. Real estate-secured, past due consumer loans that are insured by the Federal Housing Administration (FHA), including repurchased loans pursuant to the Corporation’s servicing agreements with GNMA, are not reported as nonperforming as principal repayments are insured by the FHA.


(Dollars in millions)	March 31 2010		December 31 2009
Consumer
Residential mortgage	$	17,763	$	16,596
Home equity		3,335		3,804
Discontinued real estate		279		249
Direct/Indirect consumer		91		86
Other consumer		89		104
Total consumer		21,557		20,839
Commercial
Commercial – domestic ⁽¹⁾		4,586		5,125
Commercial real estate		7,177		7,286
Commercial lease financing		147		115
Commercial – foreign		150		177
Total commercial		12,060		12,703
Total nonperforming loans and leases ⁽²⁾	$	33,617	$	33,542

⁽¹⁾	Includes small business commercial – domestic loans of $179 million and $200 million at March 31, 2010 and December 31, 2009.

⁽²⁾	Balances exclude nonaccruing TDRs in the consumer real estate portfolio that were removed from the purchased credit-impaired loan portfolio of $301 million and $395 million at March 31, 2010 and December 31, 2009.

Included in certain loan categories in the nonperforming table above are TDRs that were classified as nonperforming. At March 31, 2010 and December 31, 2009, the Corporation had $3.0 billion and $2.9 billion of residential mortgages, $1.1 billion and $1.7 billion of home equity, $516 million and $486 million of commercial – domestic loans and $53 million and $43 million of discontinued real estate loans that were TDRs and classified as nonperforming. In addition to these amounts, at March 31, 2010 and December 31, 2009, the Corporation had performing TDRs that were on accrual status of $3.6 billion and $2.3 billion of residential mortgages, $795 million and $639 million of home equity, $102 million and $91 million of commercial – domestic loans and $36 million and $35 million of discontinued real estate.

Impaired Loans and Troubled Debt Restructurings

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans, commercial performing TDRs and both performing and nonperforming consumer real estate TDRs. Additionally, the Corporation seeks to assist customers that are experiencing financial difficulty through renegotiating credit card, consumer lending and small business loans (the renegotiated portfolio) while ensuring compliance with Federal Financial Institutions Examination Council (FFIEC) guidelines. As defined in applicable accounting guidance, impaired loans exclude smaller balance homogeneous loans that are collectively evaluated for impairment, all commercial leases and those commercial loans accounted for under the fair value option. Purchased credit-impaired loans are reported and discussed separately below.

At March 31, 2010 and December 31, 2009, the Corporation had $12.0 billion and $12.7 billion of commercial impaired loans and $8.6 billion and $7.7 billion of consumer real estate impaired loans. The average recorded investment in commercial and consumer real estate impaired loans for the three months ended March 31, 2010 and 2009 was $20.9 billion and $9.0 billion. At March 31, 2010 and December 31, 2009, the recorded investment in impaired loans requiring an allowance for loan and lease losses was $18.7 billion and $18.6 billion, and the related allowance for loan and lease

losses was $2.4 billion and $3.0 billion. For the three months ended March 31, 2010 and 2009, interest income on these impaired loans totaled $111 million and $15 million. At March 31, 2010 and December 31, 2009, remaining commitments to lend additional funds to debtors whose terms have been modified in a commercial or consumer TDR were immaterial.

At March 31, 2010 and December 31, 2009, the Corporation had a renegotiated portfolio of $15.5 billion and $8.1 billion and the related allowance was $8.0 billion at March 31, 2010. Current period amounts include the impact of new consolidation guidance which resulted in the consolidation of credit card securitization trusts. The average recorded investment in the renegotiated portfolio for the three months ended March 31, 2010 and 2009 was $15.6 billion and $5.0 billion. Interest income is accrued on outstanding balances with cash receipts first applied to interest and fees, then to outstanding principal balances. For the three months ended March 31, 2010 and 2009, interest income on the renegotiated portfolio totaled $210 million and $63 million. The renegotiated portfolio is excluded from nonperforming loans as the Corporation generally does not classify consumer loans not secured by real estate as nonperforming as these loans are generally charged off no later than the end of the month in which the loan becomes 180 days past due.

Purchased Credit-impaired Loans

Purchased credit-impaired loans are acquired loans with evidence of credit quality deterioration since origination for which it is probable at purchase date that the Corporation will be unable to collect all contractually required payments. In connection with the Countrywide acquisition in 2008, the Corporation acquired purchased credit-impaired loans, substantially all of which are residential mortgage, home equity and discontinued real estate loans, with a remaining unpaid principal balance at March 31, 2010 and December 31, 2009 of $46.3 billion and $47.7 billion and a carrying amount of $37.0 billion and $37.5 billion. In connection with the Merrill Lynch acquisition in 2009, the Corporation acquired purchased credit-impaired loans, substantially all of which are commercial and residential mortgage loans. At March 31, 2010, the unpaid principal balance of Merrill Lynch purchased credit-impaired consumer and commercial loans was $2.3 billion and $1.7 billion and the carrying amount of these loans was $2.0 billion and $604 million. At December 31, 2009, the unpaid principal balance of Merrill Lynch purchased credit-impaired consumer and commercial loans was $2.4 billion and $2.0 billion and the carrying amount of these loans was $2.1 billion and $692 million.

As a result of the adoption of new accounting guidance on purchased credit-impaired loans, beginning January 1, 2010, pooled loans that are modified subsequent to acquisition are not removed from the purchased credit-impaired loan pools. Prior to January 1, 2010, pooled loans that were modified subsequent to acquisition were reviewed to compare modified contractual cash flows to the purchased credit-impaired carrying value. If the present value of the modified cash flows was lower than the carrying value, the loan was removed from the purchased credit-impaired loan pool at its carrying value, as well as any related allowance for loan and lease losses, and was classified as a TDR. The carrying value of purchased credit-impaired loan TDRs that were removed from the purchased credit-impaired pool prior to January 1, 2010 totaled $2.2 billion at March 31, 2010 of which $1.9 billion were on accrual status. The carrying value of these modified loans, net of allowance, was approximately 68 percent of the unpaid principal balance.

The following table shows activity for the accretable yield on purchased credit-impaired loans. The increase in expected cash flows during the three months ended March 31, 2010 of $200 million is primarily attributable to slower forecasted prepayments.


(Dollars in millions)
Accretable yield, January 1, 2009	$	12,860
Merrill Lynch balance		627
Accretion		(2,859)
Disposals/transfers		(1,482)
Reclassifications to nonaccretable difference		(1,431)
Accretable yield, December 31, 2009	$	7,715
Accretion		(500)
Disposals		(47)
Reclassifications from nonaccretable difference		200
Accretable yield, March 31, 2010	$	7,368

Loans Held-for-Sale

The Corporation had LHFS of $35.4 billion and $43.9 billion at March 31, 2010 and December 31, 2009. Proceeds from sales, securitizations and paydowns of LHFS were $76.5 billion and $80.4 billion for the three months ended March 31, 2010 and 2009. Proceeds used for originations and purchases of LHFS were $65.1 billion and $83.8 billion for the three months ended March 31, 2010 and 2009.

NOTE 7 – Allowance for Credit Losses

The following table summarizes the changes in the allowance for credit losses for the three months ended March 31, 2010 and 2009.


	Three Months Ended March 31

(Dollars in millions)	2010		2009
Allowance for loan and lease losses, January 1, before effect of adoption of new consolidation guidance	$	37,200	$	23,071
Allowance related to adoption of new consolidation guidance		10,788		n/a
Allowance for loan and lease losses, January 1		47,988		23,071
Loans and leases charged off		(11,501)		(7,356)
Recoveries of loans and leases previously charged off		704		414
Net charge-offs		(10,797)		(6,942)
Provision for loan and lease losses		9,599		13,352
Other		45		(433)
Allowance for loan and lease losses, March 31		46,835		29,048
Reserve for unfunded lending commitments, January 1		1,487		421
Provision for unfunded lending commitments		206		28
Other		(172)		1,653
Reserve for unfunded lending commitments, March 31		1,521		2,102
Allowance for credit losses, March 31	$	48,356	$	31,150

n/a = not applicable

During the three months ended March 31, 2010 and 2009, the Corporation recorded $848 million and $853 million in provision for credit losses with a corresponding increase in the valuation reserve included as part of the allowance for loan and lease losses specifically for the purchased credit-impaired portfolio. The amount of the allowance for loan and lease losses associated with the purchased credit-impaired loan portfolio was $5.1 billion and $3.9 billion at March 31, 2010 and December 31, 2009. The increase in the allowance for loan and lease losses was a result of provision for credit losses and the reclassification to the nonaccretable difference of previous write-downs recorded against the allowance.

The “other” amount under the reserve for unfunded lending commitments for the three months ended March 31, 2009 represents the fair value of the acquired Merrill Lynch reserve excluding those commitments accounted for under the fair value option, net of accretion, and the impact of funding previously unfunded portions.

NOTE 8 – Securitizations and Other Variable Interest Entities

The Corporation utilizes VIEs in the ordinary course of business to support its own and its customers’ financing and investing needs. The Corporation routinely securitizes loans and debt securities using VIEs as a source of funding for the Corporation and as a means of transferring the economic risk of the loans or debt securities to third parties. The Corporation also administers, structures or invests in other VIEs including multi-seller conduits, municipal bond trusts, CDOs and other entities as described in more detail below.

The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and consolidates the VIE. In accordance with the new consolidation guidance effective January 1, 2010, the Corporation is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. As a result of this change in accounting, the Corporation consolidated certain VIEs and former QSPEs that were unconsolidated prior to January 1, 2010. The net incremental impact of this accounting change on the Corporation’s Consolidated Balance Sheet is set forth in the following table. The net effect of the accounting change on January 1, 2010 shareholders’ equity was a $6.2 billion charge to retained earnings, net-of-tax, primarily from the increase in the allowance for loan and lease losses, as well as a $116 million charge to accumulated OCI, net-of-tax, for the net unrealized losses on AFS debt securities on newly consolidated VIEs.


(Dollars in millions)	Ending Balance Sheet December 31, 2009		Net Increase (Decrease) ⁽¹⁾		Beginning Balance Sheet January 1, 2010
Assets
Cash and cash equivalents	$	121,339	$	2,807	$	124,146
Trading assets		182,206		6,937		189,143
Derivative assets		80,689		556		81,245
Debt securities:
Available-for-sale		301,601		(2,320)		299,281
Held-to-maturity		9,840		(6,572)		3,268
Total debt securities		311,441		(8,892)		302,549
Loans and leases		900,128		102,595		1,002,723
Allowance for loans and leases losses		(37,200)		(10,788)		(47,988)
Loans and leases, net of allowance		862,928		91,807		954,735
Loans held-for-sale		43,874		3,025		46,899
Deferred tax asset		27,279		3,498		30,777
All other assets		593,543		701		594,244
Total assets	$	2,223,299	$	100,439	$	2,323,738

Liabilities
Commercial paper and other short-term borrowings	$	69,524	$	22,136	$	91,660
Long-term debt		438,521		84,356		522,877
All other liabilities		1,483,810		217		1,484,027
Total liabilities		1,991,855		106,709		2,098,564
Shareholders’ equity
Retained earnings		71,233		(6,154)		65,079
Accumulated other comprehensive income (loss)		(5,619)		(116)		(5,735)
All other shareholders’ equity		165,830		-		165,830
Total shareholders’ equity		231,444		(6,270)		225,174
Total liabilities and shareholders’ equity	$	2,223,299	$	100,439	$	2,323,738

⁽¹⁾	The carrying amount of non-cash assets and liabilities consolidated as a result of the adoption of new consolidation guidance was $97.6 billion and $106.7 billion.

The following tables present the assets and liabilities of consolidated and unconsolidated VIEs if the Corporation has continuing involvement with transferred assets or if the Corporation otherwise has a variable interest in the VIE as of March 31, 2010 and December 31, 2009. The tables also present the Corporation’s maximum exposure to loss resulting from its involvement with consolidated VIEs and unconsolidated VIEs in which the Corporation holds a variable interest as of March 31, 2010 and December 31, 2009. The Corporation’s maximum exposure to loss is based on the unlikely event that all of the assets in the VIEs become worthless and incorporates not only potential losses associated with assets recorded on the Corporation’s Consolidated Balance Sheet but also potential losses associated with off-balance sheet commitments such as unfunded liquidity commitments and other contractual arrangements. The Corporation’s maximum exposure to loss does not include losses previously recognized through write-downs of assets on the Corporation’s Consolidated Balance Sheet.

The Corporation invests in asset-backed securities issued by third party VIEs with which it has no other form of involvement. These securities are included in Note 3 – Trading Account Assets and Liabilities and Note 5 – Securities. In addition, the Corporation uses VIEs such as trust preferred securities trusts in connection with its funding activities, as described in Note 13 – Long-term Debt to the Consolidated Financial Statements of the Corporation’s 2009 Annual Report on Form 10-K. The Corporation also uses VIEs in the form of synthetic securitization vehicles to mitigate a portion of the credit risk on its residential mortgage loan portfolio as described in Note 6 – Outstanding Loans and Leases. The

Corporation has also provided support to certain cash funds managed within GWIM. These VIEs, which are not consolidated by the Corporation, are not included in the tables below. For additional information on these transactions, see Note 3 – Trading Account Assets and Liabilities, Note 5 – Securities, Note 6 – Outstanding Loans and Leases, Note 13 – Long-term Debt and Note 14 – Commitments and Contingencies to the Consolidated Financial Statements of the Corporation’s 2009 Annual Report on Form 10-K.

Except as described below and in Note 11 – Commitments and Contingencies, as of March 31, 2010, the Corporation has not provided financial support to consolidated or unconsolidated VIEs that it was not previously contractually required to provide, nor does it intend to do so.

First-Lien Mortgage-related Securitizations

As part of its mortgage banking activities, the Corporation securitizes a portion of the first-lien residential mortgage loans it originated or purchased from third parties in conjunction with or shortly after loan closing or purchase. In addition, the Corporation may, from time to time, securitize commercial mortgages originated or purchased from other entities. The Corporation also typically has continuing involvement with the securitized loans as servicer of the loans. Further, the Corporation may retain beneficial interests in the securitization vehicles including senior and subordinate securities and the equity tranche. Except as described below, the Corporation does not provide guarantees or recourse to the securitization vehicles other than standard representations and warranties.

The following table summarizes select information related to first-lien mortgage securitizations for the three months ended March 31, 2010 and 2009.


	Residential Mortgage

						Non-Agency												Commercial Mortgage

	Agency					Prime				Subprime				Alt-A

	Three Months Ended March 31

(Dollars in millions)	2010			2009		2010		2009		2010		2009		2010		2009		2010		2009
Cash proceeds from new securitizations ⁽¹⁾	$	69,909		$	74,858	$	-	$	-	$	-	$	-	$	-	$	-	$	1,021	$	3,557
Gain (loss) on securitizations ^(2, 3)		(49	)		-		-		-		-		-		-		-		20		29
Cash flows received on residual interests		-			-		6		6		20		16		1		2		5		6
Initial fair value of assets acquired ⁽⁴⁾		25,148			n/a		-		n/a		-		n/a		9		n/a		-		n/a

⁽¹⁾	The Corporation sells residential mortgage loans to GSEs in the normal course of business and receives MBS in exchange which may then be sold into the market to third-party investors for cash proceeds.

⁽²⁾	Net of hedges

⁽³⁾

Substantially all of the residential mortgages securitized are initially classified as LHFS and accounted for under the fair value option. As such, gains are recognized on these LHFS prior to securitization. During the three months ended March 31, 2010 and 2009, the Corporation recognized $1.3 billion and $954 million of gains on these LHFS which were substantially offset by hedges.

⁽⁴⁾	All of the securities and other retained interests acquired from securitizations are initially classified as Level 2 assets within the fair value hierarchy. During the three months ended March 31, 2010, there were no changes to the initial classification within the fair value hierarchy.

n/a	= not applicable

The Corporation recognizes consumer MSRs from the sale or securitization of mortgage loans. Servicing fee and ancillary fee income on consumer mortgage loans serviced, including securitizations where the Corporation has continuing involvement, were $1.6 billion and $1.5 billion during the three months ended March 31, 2010 and 2009. Servicing advances on consumer mortgage loans, including securitizations where the Corporation has continuing involvement, were $20.6 billion and $19.3 billion at March 31, 2010 and December 31, 2009. In addition, the Corporation has retained commercial MSRs from the sale or securitization of commercial mortgage loans. Servicing fee and ancillary fee income on commercial mortgage loans serviced, including securitizations where the Corporation has continuing involvement, were $4 million and $11 million during the three months ended March 31, 2010 and 2009. Servicing advances on commercial mortgage loans, including securitizations where the Corporation has continuing involvement, were $109 million at both March 31, 2010 and December 31, 2009. For more information on MSRs, see Note 16 – Mortgage Servicing Rights.

The following table summarizes select information related to first-lien mortgage securitization trusts in which the Corporation holds a variable interest as of March 31, 2010 and December 31, 2009.


	Residential Mortgage
					Non-Agency
	Agency				Prime				Subprime				Alt-A				Commercial Mortgage

(Dollars in millions)	March 31 2010		December 31 2009		March 31 2010		December 31 2009		March 31 2010		December 31 2009		March 31 2010		December 31 2009		March 31 2010		December 31 2009
Maximum loss exposure ⁽¹⁾	$	50,928	$	16,081	$	3,565	$	4,068	$	309	$	224	$	791	$	996	$	1,941	$	1,877
Unconsolidated VIEs
Senior securities held ⁽²⁾
Trading account assets	$	9,248	$	2,295	$	169	$	201	$	3	$	12	$	426	$	431	$	1	$	469
AFS debt securities		41,680		13,786		3,356		3,845		216		188		346		561		1,346		1,215
Subordinate securities held ⁽²⁾
Trading account assets		-		-		21		-		16		-		13		-		542		122
AFS debt securities		-		-		12		13		63		22		2		4		5		23
Residual interests held		-		-		7		9		11		2		4		-		47		48
Total retained positions	$	50,928	$	16,081	$	3,565	$	4,068	$	309	$	224	$	791	$	996	$	1,941	$	1,877
Principal balance outstanding ⁽³⁾	$	1,274,074	$	1,255,650	$	75,779	$	81,012	$	74,882	$	83,065	$	142,947	$	147,072	$	101,132	$	65,397
Maximum loss exposure ⁽¹⁾	$	900	$	-	$	53	$	472	$	1,442	$	1,261	$	-	$	-	$	-	$	-

Consolidated VIEs
Loans and leases	$	900	$	-	$	-	$	-	$	413	$	450	$	-	$	-	$	-	$	-
Loans held-for-sale		-		-