As filed with the Securities and Exchange Commission on September 4, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 4, 2019
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 1-6523 | | 56-0906609 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
100 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices)
(704) 386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | BAC | New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrE | New York Stock Exchange |
of Floating Rate Non-Cumulative Preferred Stock, Series E |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrW | New York Stock Exchange |
of 6.625% Non-Cumulative Preferred Stock, Series W |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrY | New York Stock Exchange |
of 6.500% Non-Cumulative Preferred Stock, Series Y |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrC | New York Stock Exchange |
of 6.200% Non-Cumulative Preferred Stock, Series CC |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrA | New York Stock Exchange |
of 6.000% Non-Cumulative Preferred Stock, Series EE |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrB | New York Stock Exchange |
of 6.000% Non-Cumulative Preferred Stock, Series GG |
Depositary Shares, each representing a 1/1,000th interest in a share | BAC PrK | New York Stock Exchange |
of 5.875% Non-Cumulative Preferred Stock, Series HH |
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L | BAC PrL | New York Stock Exchange |
Depositary Shares, each representing a 1/1,200th interest in a share | BML PrG | New York Stock Exchange |
of Bank of America Corporation Floating Rate |
Non-Cumulative Preferred Stock, Series 1 |
Depositary Shares, each representing a 1/1,200th interest in a share | BML PrH | New York Stock Exchange |
of Bank of America Corporation Floating Rate |
Non-Cumulative Preferred Stock, Series 2 |
Depositary Shares, each representing a 1/1,200th interest in a share | BML PrJ | New York Stock Exchange |
of Bank of America Corporation Floating Rate |
Non-Cumulative Preferred Stock, Series 4 |
Depositary Shares, each representing a 1/1,200th interest in a share | BML PrL | New York Stock Exchange |
of Bank of America Corporation Floating Rate |
Non-Cumulative Preferred Stock, Series 5 |
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital | BAC/PF | New York Stock Exchange |
Trust XIII (and the guarantee related thereto) |
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities | BAC/PG | New York Stock Exchange |
of BAC Capital Trust XIV (and the guarantee related thereto) |
Income Capital Obligation Notes initially due December 15, 2066 of | MER PrK | New York Stock Exchange |
Bank of America Corporation |
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due | BAC/31B | New York Stock Exchange |
November 28, 2031 of BofA Finance LLC (and the guarantee |
of the Registrant with respect thereto) |
Depositary Shares, each representing a 1/1,000th interest in a share
| BAC PrM | New York Stock Exchange |
of 5.375% Non-Cumulative Preferred Stock, Series KK |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
As previously disclosed in Bank of America Corporation’s (the “Corporation”) Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Second Quarter Form 10-Q”), the Corporation provided notice on July 29, 2019, to its joint venture partner of the termination of the merchant services joint venture at the conclusion of its current term. As a result, the Corporation has recognized a non-cash, pretax impairment charge of approximately $2.1 billion in the quarter ending September 30, 2019, presented in other general operating expense, which is estimated to reduce the Corporation’s Common equity tier 1 (CET1) ratio by 10 basis points. As disclosed in the Second Quarter Form 10-Q, this impairment charge will have no effect on the Corporation’s capital plan for the period beginning July 1, 2019 through June 30, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| BANK OF AMERICA CORPORATION |
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| By: | /s/ Ross E. Jeffries, Jr. | |
| | Ross E. Jeffries, Jr. | |
| | Deputy General Counsel and Corporate Secretary | |
Dated: September 4, 2019