Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 7.12M
182: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 47K
2: EX-4.FF Instrument Defining the Rights of Security Holders HTML 68K
3: EX-4.GG Instrument Defining the Rights of Security Holders HTML 69K
4: EX-10.I Material Contract HTML 123K
5: EX-10.JJJ Material Contract HTML 298K
7: EX-21 Subsidiaries List HTML 505K
8: EX-23.A Consent of Experts or Counsel HTML 49K
9: EX-23.B Consent of Experts or Counsel HTML 49K
10: EX-24.A Power of Attorney HTML 65K
11: EX-24.B Power of Attorney HTML 52K
16: EX-99.A Miscellaneous Exhibit HTML 171K
17: EX-99.B Miscellaneous Exhibit HTML 156K
6: EX-12 Statement re: Computation of Ratios HTML 83K
12: EX-31.A Certification -- §302 - SOA'02 HTML 52K
13: EX-31.B Certification -- §302 - SOA'02 HTML 52K
14: EX-32.A Certification -- §906 - SOA'02 HTML 48K
15: EX-32.B Certification -- §906 - SOA'02 HTML 48K
126: R1 Document and Entity Information Document HTML 74K
92: R2 Consolidated Statement of Income HTML 235K
117: R3 Consolidated Balance Sheet HTML 230K
131: R4 Consolidated Balance Sheet (Parenthetical) HTML 128K
166: R5 Consolidated Statement of Changes in Shareholders' HTML 165K
Equity
98: R6 Consolidated Statement of Cash Flows HTML 227K
116: R7 Consolidated Statement of Cash Flows HTML 104K
(Parenthetical)
85: R8 Summary of Significant Accounting Principles HTML 157K
70: R9 Merger and Restructuring Activity HTML 86K
168: R10 Trading Account Assets and Liabilities HTML 72K
133: R11 Derivatives HTML 806K
132: R12 Securities HTML 691K
143: R13 Outstanding Loans and Leases HTML 1.23M
144: R14 Allowance for Credit Losses HTML 258K
138: R15 Securitizations and Other Variable Interest HTML 818K
Entities
146: R16 Representations and Warranties Obligations and HTML 239K
Corporate Guarantees
118: R17 Goodwill and Intangible Assets HTML 113K
128: R18 Deposits HTML 89K
136: R19 Federal Funds Sold, Securities Borrowed or HTML 133K
Purchased Under Agreements to Resell and
Short-term Borrowings
180: R20 Long-term Debt HTML 465K
158: R21 Commitments and Contingencies HTML 316K
108: R22 Shareholders' Equity HTML 242K
135: R23 Accumulated Other Comprehensive Income HTML 130K
112: R24 Earnings Per Common Share HTML 105K
57: R25 Regulatory Requirements and Restrictions HTML 156K
160: R26 Employee Benefit Plans HTML 890K
173: R27 Stock-based Compensation Plans HTML 102K
79: R28 Income Taxes HTML 273K
78: R29 Fair Value Measurements HTML 1.36M
83: R30 Fair Value Option HTML 223K
84: R31 Fair Value of Financial Instruments HTML 78K
86: R32 Mortgage Servicing Rights HTML 127K
38: R33 Business Segment Information HTML 330K
155: R34 Parent Company Information HTML 193K
104: R35 Performance by Geographic Area HTML 119K
109: R36 Summary of Significant Accounting Principles HTML 273K
(Policies)
63: R37 Merger and Restructuring Activity (Tables) HTML 76K
179: R38 Trading Account Assets and Liabilities (Tables) HTML 78K
24: R39 Derivatives (Tables) HTML 773K
89: R40 Securities (Tables) HTML 686K
164: R41 Outstanding Loans and Leases (Tables) HTML 1.21M
60: R42 Allowance for Credit Losses (Tables) HTML 254K
77: R43 Securitizations and Other Variable Interest HTML 760K
Entities (Tables)
82: R44 Representations and Warranties Obligations and HTML 142K
Corporate Guarantees (Tables)
94: R45 Goodwill and Intangible Assets (Tables) HTML 99K
37: R46 Deposits (Tables) HTML 86K
69: R47 Federal Funds Sold, Securities Borrowed or HTML 129K
Purchased Under Agreements to Resell and
Short-term Borrowings (Tables)
29: R48 Long-term Debt (Tables) HTML 448K
162: R49 Commitments and Contingencies (Tables) HTML 124K
59: R50 Shareholders' Equity (Tables) HTML 192K
157: R51 Accumulated Other Comprehensive Income (Loss) HTML 179K
(Tables)
64: R52 Earnings Per Common Share (Tables) HTML 92K
90: R53 Regulatory Requirements and Restrictions (Tables) HTML 123K
27: R54 Employee Benefit Plans (Tables) HTML 957K
33: R55 Stock-based Compensation Plans (Tables) HTML 75K
81: R56 Income Taxes (Tables) HTML 268K
45: R57 Fair Value Measurements (Tables) HTML 2.07M
169: R58 Fair Value Option (Tables) HTML 211K
102: R59 Fair Value of Financial Instruments (Tables) HTML 72K
140: R60 Mortgage Servicing Rights (Tables) HTML 130K
68: R61 Business Segment Information (Tables) HTML 372K
73: R62 Prent Company Information (Tables) HTML 193K
152: R63 Performance by Geographic Area Performance by HTML 118K
Geographic Area (Tables)
147: R64 Summary of Significant Accounting Principles HTML 105K
(Details)
107: R65 Merger and Restructuring Activity (Details) HTML 74K
150: R66 Trading Account Assets and Liabilities (Details) HTML 63K
65: R67 Derivatives - Derivative Balances (Details) HTML 177K
113: R68 Derivatives - Derivatives Designated as Accounting HTML 66K
Hedges - Fair Value Hedges (Details)
172: R69 Derivatives - Derivatives Designated as Accounting HTML 87K
Hedges - Cash Flow Hedges (Details)
31: R70 Derivatives - Economic Hedges (Details) HTML 64K
56: R71 Derivatives - Sales and Trading Revenue (Details) HTML 89K
91: R72 Derivatives - Credit Derivatives (Details) HTML 137K
43: R73 Derivatives - Credit-related Contingent Features HTML 69K
and Collateral (Details)
178: R74 Derivatives - Derivative Valuation Adjustments HTML 58K
(Details)
61: R75 Securities - Amortized Cost, Gains and Losses, and HTML 151K
Fair Value (Details)
48: R76 Securities Securities - OTTI and Loss (Details) HTML 107K
55: R77 Securities Securities - Gross Unrealized Losses HTML 134K
(Details)
34: R78 Securities Securities - U.S. GSE, Agency, and HTML 62K
Treasury Securities (Details)
39: R79 Securities Securities - Expected Maturity HTML 231K
(Details)
129: R80 Securities Securities - Realized Gains and Losses HTML 57K
(Details)
53: R81 Securities Securities - Certain Corporate and HTML 78K
Strategic Investments (Details)
170: R82 Outstanding Loans and Leases (Details) HTML 228K
87: R83 Outstanding Loans and Leases - Nonperforming HTML 88K
(Details)
137: R84 Outstanding Loans and Leases - Credit Quality HTML 235K
Indicators (Details)
149: R85 Outstanding Loans and Leases - Home Loans Impaired HTML 115K
Loans (Details)
50: R86 Outstanding Loans and Leases - Home Loan TDRs HTML 120K
(Details)
54: R87 Outstanding Loans and Leases - Credit Card and HTML 126K
Other TDRs (Details)
167: R88 Outstanding Loans and Leases - Impaired Loans HTML 123K
Commercial Loans (Details)
44: R89 Outstanding Loans and Leases - Commercial Loans HTML 60K
TDRs (Details)
130: R90 Outstanding Loans and Leases - Purchased HTML 60K
Credit-Impaired Loans (Details)
121: R91 Outstanding Loans and Leases - Loans Held-for-Sale HTML 52K
(Details)
153: R92 Allowance for Credit Losses (Details) HTML 135K
120: R93 Allowance and Carrying Value of Outstanding Loans HTML 110K
and Leases by Portfolio Segment (Details)
99: R94 Securitizations and Other Variable Interest HTML 85K
Entities - First Lien Mortgages (Details)
161: R95 Securitizations and Other Variable Interest HTML 201K
Entities - First Lien Mortgages VIE (Details)
95: R96 Securitizations and Other Variable Interest HTML 127K
Entities - Home Equity Loans (Details)
62: R97 Securitizations and Other Variable Interest HTML 108K
Entities - Credit Card (Details)
110: R98 Securitizations and Other Variable Interest HTML 192K
Entities - Other Asset Backed (Details)
103: R99 Securitizations and Other Variable Interest HTML 128K
Entities - CDO Vehicle (Details)
80: R100 Securitizations and Other Variable Interest HTML 126K
Entities - Customer Vehicles (Details)
181: R101 Securitizations and Other Variable Interest HTML 151K
Entities - Other (Details)
151: R102 Representations and Warranties Obligations and HTML 202K
Corporate Guarantees (Details)
119: R103 Representations and Warranties Obligations and HTML 65K
Corporate Guarantees - Outstanding Claims
(Details)
36: R104 Representations and Warranties Obligations and HTML 60K
Corporate Guarantees - Loan Repurchases (Details)
163: R105 Representations and Warranties Obligations and HTML 56K
Corporate Guarantees - Liabilities (Details)
171: R106 Goodwill Balances by Business Segment (Details) HTML 70K
165: R107 Goodwill and Intangible Assets Intangible Assets HTML 89K
(Details)
114: R108 Deposits (Details) HTML 88K
46: R109 Federal Funds Sold, Securities Borrowed or HTML 76K
Purchased Under Agreements to Resell and
Short-term Borrowings (Details)
142: R110 Long-term Debt - Balances (Details) HTML 87K
66: R111 Long-term Debt - Interest Rates (Details) HTML 77K
26: R112 Long-Term Debt - Aggregate Annual Maturities HTML 85K
(Details)
97: R113 Long-term Debt - Narrative (Details) HTML 115K
88: R114 Long-term Debt - Negotiated Exchanges (Details) HTML 68K
159: R115 Long-term Debt - Trust and Hybrid Securities HTML 234K
(Details)
72: R116 Commitments and Contingencies (Details) HTML 342K
175: R117 Shareholders' Equity - Textuals (Details) HTML 282K
40: R118 Shareholders' Equity - Preferred Stock and Trust HTML 58K
Preferred Securites (Details)
125: R119 Shareholders' Equity (Details) HTML 119K
148: R120 Accumulated Other Income (Loss) (Details) HTML 151K
30: R121 Earnings Per Common Share (Details) HTML 127K
122: R122 Regulatory Requirements and Restrictions (Details) HTML 110K
111: R123 Regulatory Requirements and Restrictions - HTML 105K
Regulatory Capital (Details)
32: R124 Employee Benefit Plans - Narrative (Details) HTML 106K
127: R125 Employee Benefit Plans (Details) HTML 163K
177: R126 Employee Benefit Plans - Amounts Recognized on the HTML 60K
Balance Sheet (Details)
41: R127 Employee Benefit Plans - ABO and PBO in Excess of HTML 68K
Plan Assets (Details)
74: R128 Employee Benefit Plans - Components of Periodic HTML 109K
Benefit Cost (Income) (Details)
154: R129 Employee Benefit Plans - Pre-Tax Amounts Included HTML 73K
in Accumulated OCI (Details)
176: R130 Employee Benefit Plans - Other Changes Recognized HTML 96K
in OCI (Details)
106: R131 Employee Benefit Plans - Amount Amortized from HTML 67K
Accumulated OCI (Details)
123: R132 Employee Benefit Plans - Target Allocation HTML 73K
(Details)
42: R133 Employee Benefit Plans - Fair Value of Plan Assets HTML 145K
(Details)
47: R134 Employee Benefit Plans - Fair Value Measurements HTML 101K
(Details)
96: R135 Employee Benefit Plans - Projected Benefit HTML 74K
Payments (Details)
76: R136 Stock-based Compensation Plans (Details) HTML 204K
145: R137 Income Taxes (Details) HTML 347K
100: R138 Fair Value Measurements - Recurring Fair Value HTML 211K
(Details)
71: R139 Fair Value Measurements - Reconciliation (Details) HTML 277K
101: R140 Fair Value Measurements - Gains and Losses HTML 212K
(Details)
58: R141 Fair Value Measurements - Nonrecurring Fair Value HTML 69K
(Details)
25: R142 Fair Value Measurements - Narrative (Details) HTML 77K
156: R143 Fair Value Option Election (Details) HTML 73K
134: R144 Fair Value Option - Changes in FV of Assets and HTML 104K
Liabilities (Details)
51: R145 Fair Value of Financial Instruments (Details) HTML 66K
124: R146 Mortgage Servicing Rights (Details) HTML 83K
105: R147 Mortgage Servicing Rights - Fair Value of MSRs HTML 53K
(Details)
49: R148 Mortgage Servicing Rights - Sensitivity Analysis HTML 70K
(Details)
52: R149 Business Segment Information (Details) HTML 149K
139: R150 Business Segment Information - Reconciliation of HTML 73K
Revenue and Net Income (Details)
67: R151 Business Segment Information - Consolidated Assets HTML 56K
(Details)
28: R152 Parent Company Income Statement (Details) HTML 105K
115: R153 Parent Company Balance Sheet (Details) HTML 91K
141: R154 Parent Company Statement of Cash Flows (Details) HTML 132K
35: R155 Performance by Geographic Area (Details) HTML 108K
174: XML IDEA XML File -- Filing Summary XML 294K
75: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 21.92M
18: EX-101.INS XBRL Instance -- bac-20111231 XML 31.60M
20: EX-101.CAL XBRL Calculations -- bac-20111231_cal XML 631K
23: EX-101.DEF XBRL Definitions -- bac-20111231_def XML 4.13M
21: EX-101.LAB XBRL Labels -- bac-20111231_lab XML 6.79M
22: EX-101.PRE XBRL Presentations -- bac-20111231_pre XML 4.26M
19: EX-101.SCH XBRL Schema -- bac-20111231 XSD 900K
93: ZIP XBRL Zipped Folder -- 0000070858-12-000155-xbrl Zip 1.71M
‘EX-4.GG’ — Instrument Defining the Rights of Security Holders
THIS SEVENTEENTH SUPPLEMENTAL
INDENTURE, dated as of December 8, 2011 (the “Seventeenth Supplemental Indenture”), between BANK OF AMERICA CORPORATION, a Delaware corporation (the “Company”), having its principal office at 100 North Tryon Street, Charlotte, North Carolina28255, and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (formerly The Bank of New York Trust Company, N.A.), a national banking association, as successor Trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and The Bank of New York Mellon (formerly The Bank of New York), as predecessor trustee, previously entered into a Restated Junior Subordinated Debt Securities Indenture dated as of November 1, 2001 (the “Base Indenture” and, as supplemented, the “Indenture”);
WHEREAS, Section 9.01(i) of the Base Indenture provides that the Company and the Trustee may enter into indentures supplemental to the Indenture without the consent of any holder of Securities to establish the form and terms of the Company's Remarketable Fixed Rate Junior Subordinated Notes due 2043 (the “Notes”);
WHEREAS, pursuant to Section 9.01 of the Base Indenture,
the Company and the Trustee entered into the Fourteenth Supplemental Indenture, dated as of February 16, 2007 (the “Fourteenth Supplemental Indenture”), to establish the form and terms of the Company's Notes;
WHEREAS, on February 16, 2007, the Company issued $850,100,000 aggregate principal amount of the Notes to BAC Capital Trust XIV (the “Trust”),
a Delaware statutory trust, in connection with the Trust's public offering of its securities known as Fixed-to-Floating Rate Preferred Hybrid Income Securities (the “Preferred HITS”);
WHEREAS, Section 9.01(h) of the Base Indenture provides that the Company and the Trustee may enter into indentures supplemental to the Indenture without the consent of any holder of Securities to make any change that does not adversely affect the rights of any Securityholder in any material respect;
WHEREAS, the
Company has requested that the Trustee execute and deliver this Seventeenth Supplemental Indenture;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Seventeenth Supplemental Indenture have been satisfied;
WHEREAS, all things necessary to make this Seventeenth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture
have been done;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed that the Indenture is supplemented and amended to the extent and for the purposes expressed herein, as follows:
ARTICLE I
CAPITALIZED TERMS
Section 1.1 Definition of Terms.
For purposes of this Seventeenth Supplemental
Indenture, capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, unless the context otherwise requires:
(a)
terms defined in the Base Indenture and the Fourteenth Supplemental Indenture have the same meaning when used in this Seventeenth Supplemental Indenture Amendment unless otherwise specified
herein
(b)
a term defined anywhere in this Seventeenth Supplemental Indenture has the same meaning throughout;
(c)
the singular includes the plural and vice versa;
(d)
a reference to a Section or Article is to a Section or Article
of this Seventeenth Supplemental Indenture;
(e)
headings are for convenience of reference only and do not affect interpretation; and
Section 2.1 Section 1.1(e) of the Fourteenth Supplemental Indenture is hereby amended as follows:
(a) The current definition of “Collateral Agreement” is deleted in its entirety and replaced with the following:
““Collateral Agreement” means the Amended and Restated Collateral Agreement dated as of December 8, 2011 among the Company, The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through The Bank of New York Mellon, as Property Trustee.”
(b) The current definition
of “Declaration” is deleted in its entirety and replaced with the following:
““Declaration” means the Amended and Restated Declaration of Trust, dated as of February 16, 2007, among the Company, as Sponsor, the Property Trustee, the Delaware Trustee, and the Regular Trustees (each as named therein), with respect to the HITS, as amended by that certain Amendment No. 1 to Amended and Restated Declaration of Trust of BAC Capital Trust XIV, dated as of December 8, 2011, as the same may be further amended, modified or supplemented from time to time.”
Section 2.2 Section 2.4(a) of the Fourteenth Supplemental Indenture
is hereby amended and restated in its entirety as follows:
“(a) The Notes shall be issued in fully registered definitive form in the name of the Property Trustee, on behalf of the Trust, and shall be delivered to the Collateral Agent to be held as Pledged Notes pursuant to the terms of the Collateral Agreement. For so long as such Pledged Notes are held by the Collateral Agent or any Custody Notes are held by the Custodial Agent, in their respective capacities as such under the Collateral Agreement, each such Note shall represent the principal amount so indicated in the Securities Register, provided that the aggregate principal amount of all such Notes shall at all times equal the principal amount issued in accordance with Section 2.1, as adjusted for any subsequent cancellation pursuant to Section 2.10 of the Indenture.”
Section
2.3 The following Section 2.4(f) is hereby added to the Fourteenth Supplemental Indenture:
“(f) In the event that any Pledged Note is to be released from the Pledge and transferred to the Property Trustee pursuant to Section 2.04 of the Collateral Agreement (a “Cancelled Note”) in connection with the retirement of any Subject Preferred HITS and Subject Common Securities (as defined in the Declaration) pursuant to Section 4.9 of the Declaration, as provided for in said Section 2.04 of the Collateral Agreement, such release and transfer shall be evidenced by an endorsement by the Collateral Agent or the Securities Registrar of the Note held by the Collateral Agent reflecting a reduction in the principal amount of the Cancelled Note. The Collateral Agent shall confirm any such reduced principal amount by faxing or otherwise delivering
a photocopy of such endorsement made on the Note evidencing such reduced principal amount to the Trustee at the facsimile number or address of the Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other facsimile number or address as the Property Trustee shall provide to the Collateral Agent).”
ARTICLE III
MISCELLANEOUS
Section 3.1 Effectiveness.
This Seventeenth Supplemental Indenture will become effective upon
its execution and delivery.
Section 5.2 Successors and Assigns.
All covenants and agreements in the Base Indenture and the Fourteenth Supplemental Indenture, as supplemented and amended by this Seventeenth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.
Section 5.3 Further Assurances.
The
Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Seventeenth Supplemental Indenture.
Section 5.4 Effect of Recitals.
The recitals contained herein shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Seventeenth Supplemental Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof.
Section 5.5 Ratification of Indenture. The Indenture, as supplemented by this Seventeenth Supplemental Indenture, is in all respects ratified and confirmed, and this Seventeenth Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
Section 5.6 Governing Law. This Seventeenth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.
Section 5.7 Counterparts.
This Seventeenth Supplemental Indenture may be executed in any number
of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed as of the day and year first above written.
