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Wachovia Corp. (NASDAQ:WB)

Q3 2007 Earnings Call

October 19, 2007 10:00 a.m. ET

Executives

Alice Lehman - Head of IR

G. Kennedy Thompson - Chairman, President and CEO

Thomas J. Wurtz - EVP and CFO

Donald K. Truslow - Senior EVP and Chief Risk Officer

Analysts

Bob Patton – Morgan Keegan

Gerard Cassidy – RBC Capital Markets

Gary Townsend – FBR Capital Markets

Matthew O’Connor - UBS

Operator

At this time, I would like to welcome everyone to the Wachovia third quarter2007 earnings call (Operator Instructions) I would now like to turn theconference over to Ms. Alice Lehman, Director of Wachovia Investor Relations.Please go ahead, Ma’am.

G. Kennedy Thompson

This is Ken Thompson. The line got very staticky when you started talkingand I’m wondering if you can check to see if people can hear me. Operator?

Operator

Yes, sir. You’re good and clear.

G. Kennedy Thompson

Okay. Good.

Alice Lehman

Thanks for joining our call this morning. This is Alice Lehman from investorrelations. We hope you’ve received our earnings release by now, as well as thesupplemental quarterly earnings report. If you haven’t, both are available onour investor relations website at Wachovia.com/investor.

In this call, we’ll review the first 16 pages of the quarterly earningsreport. In addition to this teleconference, this call is available through alisten-only live audio webcast. Replay of the teleconference will be availableby about 2:30 today and willcontinue through 5:00 on Friday,January 11th. The replay phone number is area code 706-645-9291 andthe access code is 12547240.

Our CEO, Ken Thompson, will kick things off. He’ll be followed by our CFO,Tom Wurtz, and our Chief Risk Officer, Don Truslow. We’ll be happy to take yourquestions at the end.

Of course, before we begin I have a few reminders. First, any forward-lookingstatements made during this call are subject to risks and uncertainties.Factors that could cause Wachovia’s results to differ materially from anyforward-looking statements are set forth in Wachovia’s public reports filedwith the SEC including Wachovia’s current report on Form 8-K filed today.

Second, some of the discussion about our company’s performance today willinclude reference to non-GAAP financial measures. Information that reconcilesthose measures to GAAP measures can be found in our filings with the SEC and inthe news release and supplemental material located at Wachovia.com/investor.

Finally, when you ask questions please give your name and your firm’s name.Now, let me turn things over to Ken.

G. Kennedy Thompson

Good morning, everybody and I apologize for the problems we’ve had with thetelephone line. I hope it’s working okay now. I want to thank you all forjoining us on the call. Undoubtedly you’ve already reviewed our earningsdocument and you know that in the third quarter we earned $1.7 billion or $0.89per common share, which is down 10% from the same quarter last year.

It’s clearly been a challenging environment and the disruption in the globalfixed income markets has dominated much of our focus in the quarter.Unfortunately, the markets most affected by the disruption are those where wehave some of our most developed businesses in our corporate and investmentbanks. Specifically, those would be leveraged finance, structured products, andcommercial real estate securitization. Mark-to-market loses in those threebusinesses constituted approximately 90% of our net valuation losses of $1.3billion in the quarter.

As you all know, we’ve built very successful leverage finance and structuredproducts businesses that have produced strong results for us over the lastseveral years. In fact, in those two businesses they’ve produced over $4billion in revenue in 2005 and 2006. While 2007’s results will be materiallylower than that, I’ve got confidence that we’ll continue to grow thesebusinesses over the long term. The leaders of these businesses have made verygood strategic decisions while we were building the businesses and theycontinue to have my full confidence.

We’ve built the number one ranked domestic CMDS business and leadingstructured products and leveraged finance businesses, and we have very strongtalent in place. We’ve got plenty of capital and we’ve got great liquidity togo forward in those businesses.

The shorter term outlook is less clear for the commercial real estatesecuritization business. The situation there is we have significant warehousepositions remaining in many of our competitors’ balance sheets. Deal flow hasslowed and investors are skittish in the face of liquidity challenges. As aresult of that, we think that revenue from that business will be challengedover the next several quarters.

In response to that, we’ve taken, and we’re continuing to take, decisive stepson expenses through actions on head count, incentives, and discretionaryspending within our corporate and investment bank. But we remain firmlycommitted to these businesses and expect that over time they will perform wellin an environment where going forward, we’re going to see much moreattractively priced risk.

Now moving outside our corporate and investment bank, our diversified modeland other fundamental strengths are continuing to serve us well. I’m pleasedthat we continue to see good sales activity throughout our organization, andour lend and deposit trends were solid in the quarter.

Our general bank’s earnings were up 3% linked quarter, even while wecompleted our Western State Branch conversion, which concluded this weekend andI’m really happy to say that there were literally no serious glitches in thatintegration. We’re very optimistic about our growth prospects in thesefast-growing western markets and we believe we’re well positioned foropportunities in a now much less crowded mortgage industry.

We saw good retail checking account growth coming out of the Golden Westfranchise. In fact, World Savings Branches contributed 93,000 of the 832,000year-to-date growth in net new checking accounts. Equally impressive during thequarter was the performance in our capital management group. Even with noclosed end fund syndicate activity in this quarter and, even with a $40 millionevaluation loss on commercial paper investments, they generated 18%year-over-year growth, and their poised for even more success now that our newAG Edwards colleagues are on board. It’s admittedly early days, but the AGEdwards integration is proceeding as we had planned to date.

In our asset management business we took action to ensure investor confidencein our Evergreen Money Market Mutual Funds and we were rewarded withsubstantial inflows to our funds in the third quarter.

All of our businesses across Wachovia have battened down the hatches and arefocusing on controlling expenses. Outside of acquisition impact, there wasreally little expense growth at all in the third quarter.

In terms of asset quality, Don Truslow will share more details shortly, solet me just say that we are seeing weakening in some of our businesses from acredit standpoint. And as you have witnessed all week in other calls, this ishappening across the industry.

Trends in mortgage credit are deteriorating faster than we would haveexpected. Our statistics remain better for consumer assets than those of mostof our peers, but it’s clear that we are in an environment of building reserves.Our provisions exceeded charge-offs by $200 million this quarter and it’s notunlikely that a similar pattern may be required next quarter, not as a resultof actual losses, but due to a disconnect between historical experience andwhat we see today in NPA growth.

When all is said and done, of course I’m deeply disappointed that ouroverall results for the quarter are not better. You can rest assured that wewill apply the lessons of the recent extraordinary market conditions to adjustour infrastructure and governance and make our company even stronger, but youwill not see substantial shifts in our business model.

I’m confident our company is in the right businesses for the long term andthat our strategy of being in high growth businesses and markets, our laserfocus on customer service, our expense discipline, and our commitment to strongcredit risk management, will create value for our shareholders in the future.

Now, I’m certain you’re going to have many questions for us which we want tofully address, so now I’m going to turn this over to Tom Wurtz, who will goover the results of the quarter in detail, and he’ll also go over our outlookfor both the full year and the fourth quarter on its own. Tom.

Thomas J. Wurtz

Thank you, Ken. Good morning to everyone on the call. Thanks for joining us.I’ll now turn to the quarterly earnings report document. So if I could ask youto turn to page 2, you can see the performance of our four business unitscompared to last quarter’s results and compared to last year. Overall, we hadpretty solid results in core operations for three of the four segments. Thereare one-time issues which negatively impact the quarter results for wealthmanagement and CMG that tend to mask the underlying performance of thosebusinesses.

You can see the general bank is up 3% on a linked quarter basis, or 12%annualized. It’s both a good revenue story and a good expense story, which I’llshare with you as we go forward.

Next you see wealth management, down 12%, but here essentially all thedecline is associated with the write-off a receivable in the insurancebusiness. The core activities were relatively flat linked quarter and there wasgood sales activity.

The corporate investment bank is down 86% and we’ll spend a fair amount oftime detailing the components of the writedowns that contributed to thoseresults, and also highlight some of the businesses exhibiting strength in thequarter.

Capital management, down 5% on a linked quarter. That is the result of $40million in marks taken out of commercial paper assets purchased out ofEvergreen Money Market Funds Ken referred to, and that was really during theheight of the market’s illiquidity disruption. Absent this, results were upfrom a record second quarter and essentially up 29% year over year, so greatmomentum there.

Overall, revenues declined 16% from the second quarter, primarily as aresult of marks. A clear positive is the 2% increase in net interest income. Ithink we’re in an environment now where NI growth will again be a driver ofrevenue growth, which is a nice change from the sluggish environment we’ve beenover the last couple years.

Interestingly, in the quarter we maintained extraordinary liquidity to beprepared to serve our customers very well and we were a source of liquidity ofthe entire industry during the period. The consequence of that is it balloonedthe balance sheet and impaired the capital ratio a little bit from thatstandpoint. Also, there’s a negative drag on net interest margin and actuallycost us net interest income as we borrowed longer term at rates tied to LIBOR andessentially sold Fed funds overnight. But we thought it was the prudent andresponsible thing to do in that environment and we were able to sleep eachnight during the quarter, unlike probably some other folks.

Fee income was down $1.4 billion as a result of asset marks and reallyoverwhelmed improvements in service charges, interchange income, fiduciary andasset management fees, and strong principal investing results.

We controlled expenses very well in response to the environment. Essentially,every category of expense was down on a linked-quarter basis, except sundryexpense where one of the factors contributing to growth was an increase inlegal reserves. Obviously the personnel line was the biggest source ofreduction as incentives were right-sized to performance.

We experienced good organic growth in loans where commercial growth was 6%.Organic growth in consumer was about 2%, but consumer growth was offset by saleand securitization activity which I’ll describe later. Core deposits were aboutflat on a linked-quarter basis, but up 6% from a year ago. Very nice resultsconsidering the extraordinary amount of time that we dedicated in the quarterto preparation for what turned out to be a seamless conversion of theout-of-market World Savings Branches.

As Ken mentioned, we’ve clearly passed the inflection point in creditperformance. While charge-offs remained at only 19 basis points or $206 millionfor the quarter, we did see further deterioration underlying credit trends insome portfolios and ultimately our provision expense exceeded charge-offs byabout $200 million.

In aggregate, NPAs increased about $880 million to $3 billion or 63 basispoints of loans.

The tax rate of 28.8% largely simply reflects lower level of income in thequarter.

Capital ratios are generally in line with expectations. We’ve conditionedfolks to expect about a 4.6% or 4.7% tangible ratio. We ended up around 4.6%and that’s a reflection of the balance sheet growing a little bit quicker andobviously income was not quite as high in the quarter as we would haveanticipated early on. We only repurchased about 4 million shares in thequarter.

In terms of integration work, there’s actually fantastic work going on withthe AG Edwards integration planning and execution. The deal closed October 1stand I’ll touch on that later.

As I noted, the out-of-market branch conversion of World Savings Branchesoccurred this past weekend and just was a marvelous success.

If I could ask you to turn to page 3, that details the impact of the marketdisruption on our corporate and investment bank. A couple of key points beforeI get into the detail. First, I believe we’re providing a pretty complete viewof the businesses impacted by the re-pricing of risk we experience in thequarter. It might not be terribly easy for you to reconcile with peerinformation, which included perhaps a narrower list of businesses. So I thinkwe’ve been pretty exhaustive in terms of describing the impact to it.

Second, the level of loss we experienced, it’s not out of line with thescale of the businesses we’re in and when we’ve been asked in the past todimension our risk tolerance in CIB we’ve routinely said that our risk to anextreme market disruption is one-quarter earnings for the Corporate InvestmentBank, and basically that’s what you’re seeing here.

Third, the losses are associated primarily with spread volatility andilliquidity. Those are essentially risks that are inherent in anoriginate-and-distribute business model and we’re comfortable taking that risk.

So, if I could ask you to look to the table tracking to the bottom of thechart, you’ll see a total loss of $1.34 billion. So that’s on a pre-tax basis.You go up one line, you see $40 million associated with the capitalmanagement’s purchase of the Evergreen asset by the Evergreen Funds. So theremainder is in CIB. So now we’ll start at the top of the CIB category.

The first line, mark-to-market of warehouse positions and commitments in thecommercial mortgage business, along with highly rated CMDS securities andtrading portfolios, totaled $488 million. That’s one where I said, I’ve notreally heard a lot of peers talk to the commercial mortgage securitizationbusiness despite the fact that across the industry there are multiple billionsof dollars in warehouse and pipeline positions. So that would be one that youmight not be able to reconcile terribly easy to others.

Next is the marks on leveraged finance assets and commitments. Here we havemarked all our positions which are scheduled to fund this year, as well asnext. We started out with an aggregate exposure of about $11 billion at thebeginning of the quarter and ended up with a similar level of total exposure.Essentially that’s primary bank loans. We have a very, very modest $50 millionequity bridge, so we would conclude that we are on the less risky end of thecredit spectrum when it comes to the aggregate portfolio.

It’s probably worth noting that as you read the chart it’s probablyimportant to look at the 334 as an indicator of what the mark was net of fees.So it’s something over 3%, fairly consistent with what a lot of other folkshave shown.

The next line addresses CDOs and CLOs and other structured products. Here wehave the marks on warehouse positions and trading inventory, both of which wehold in trading portfolios. Here the mark was $438 million. This includes thepositions Ken referred to in his reference to sub-prime mortgage exposure to AAArated securities. About $308 million is associated with AAA rated sub-primesecurities. Basically there we never would have expected that you would see AAAsecurities trade so far, so quickly, from par.

Finally, the consumer mortgage total of $103 million represents the mark oninventory positions in our wholesale mortgage lending business and customerwarehouse positions. So, overall, these marks account for about 80% of thequarter-over-quarter diminution and revenue, with the remainder of thedifference being primarily a slowdown in deal flow.

So with that, generally we pass over page 4 pretty quickly and justreconcile GAAP earnings, operating earnings, and cash earnings. Page 5, asummary of the income statement, which we’ll go through in greater detail eachline item, but here I’d point out that net interest up $97 million or 2% andstrong earning asset growth of $22.8 billion, and improving loans spreadsfuelled that.

In here there’s about a $39 million benefit that’s kind of a catch up from are-amortization of loan origination activity and so if you back that back outyou’re up about $60 million, but I would say the drag from maintaining accessliquidity positions was something a little bit more than $10 million, soprobably up to $70 million on a core basis quarter over quarter. I think that’s going to be the source of some growthgoing forward.

Turning to page 6, if you bring your eye down to the first circle you’ll seethe overhead efficiency ratio, 57.83. Clearly when we had set out on ouroverall efficiency goals we laid out what our expectations were. By the time wegot to the end of this year we’ve had some acquisitions which have impactedthat in a beneficial way. So we had suggested that we could get to 51.5 to 53.5by the end of this year. That’s not going to occur by the end of this year, butI think that is a pretty reasonable expectation in the relatively near future,so I think we’re on pretty good track with that.

I would just reinforce what Ken said, is that there’s an awful lot of focuson expenses across the company and I couldn’t be more pleased with the responsewe’re seeing from our leaders on that front.

Net interest margins, down a couple basis points reflective of thesignificant liquidity positions we have during the quarter. You see charge-offsof 19 basis points, right in line with expectations. Moving your eye down alittle bit further you see the capital ratios, the 4.6 tangible ratio, where 4.7would be a target for us; the leverage ratio slightly above the target of 6.

If we turn now to loan deposit growth you see trading assets up $3.6 billion,reflecting growth in structured product warehouses. Securities up $3 billion,and that reflects the effect of investing excess liquidity. Commercial loansincrease 6% or $9.2 billion on the quarter. That was really across strength inlarge corporate, foreign middle market and business banking, and the commercialreal estate portfolio. Period end loans went up about $14.2 billion.

Consumer loans, the growth in real estate consumer loans was really maskedby the movement of $2 billion of student loans to available for sale, which weintend to sell those loans, and our credit card portfolio of about $1.6 billionwe’ve moved to available for sale and we’ll securitize those loans.

Loans held for sale up about $2.6 billion. Largely on the transfer of $2billion of student loans and $1.6 billion of credit cards I described before, aswell as other activity in the quarter. Other earning assets up $5.1 billion andthat’s largely liquidity positions, interest bearing bank balances, and Fed funds.

Finally, core deposits up just a tad on growth in retail CDs, money market andforeign, offset by some declines in DDA and savings.

If I could ask you to turn to page 8, Fee and Other Income, and again, thereare some good stories here. Services charges, you can see, are up 3% on alinked-quarter basis, 8% from the third quarter of last year. Consumers upabout 5%. Commercial service charges relatively flat. Other banking feesheavily impacted by mortgage servicing right valuations. Underneath that,however, is good interchange activity and we are pleased with that.

Commissions declined $49 million, largely related to brokerage. If you thinkabout the quarter, we had had real nice activity in closed-end funds over thecourse of the last three or four quarters and essentially when the disruptionoccurred that market shut down. So despite the fact that one of the reallyattractive products had been taken out of the mix for the third quarter,brokerage still did a fantastic job and had a profit margin of about 28% forthe quarter, so very strong.

Advisory underwriting and investment banking fees decreased 13% on weakness inhigh-grade equities and loan syndications, somewhat offset by improvement inthe structured credit products. Trading account results reflect the marks, primarily.

Principle investing, net gains of $372 million, up about $74 million fromlast quarter results. That was somewhat offset by lower results in the publicportfolio.

In the quarter, principal investing reflects the fact that over the past sixto nine months, had been working on an opportunity to add public funds to ourprincipal investing activities. So we sold a 25% interest in our privateportfolios and also obtained commitments to fund additional principalinvestment activity. I think it’s a realtestament to the strength of that team and the confidence that institutionalinvestors have in their abilities. Security losses reflects the $40 millionmark taken on Evergreen Funds. Finally, other income decreased, again primarilyas the result of marks which we’ve described.

Expenses, a great story here. As I noted, every line is down with theexception of sundry up about $77 million and the primary increase there wouldbe increase to legal reserves.

Turning to the General Bank, a very solid story. Up 3% on a linked-quarterbasis. Great efficiency ratio story; down to 44.75, a nice improvement.Customer satisfaction very high, loyalty up to 53%. New loss ratio, 1.34. Wehad positive operating leverage in retail, mortgage, wholesale.

So again, across the board, a very good story of execution there. I’m verypleased with the results. Again, that was at a time that we opened 37 De NovoBranches and consolidated 17 branches, as well as converted 214 branches fromWorld Savings; so a lot of activity and strong execution.

Wealth management, as I mentioned, included in these results is thewrite-off of an $11 million receivable related to the insurance business, andabsent of that, you have pretty flat results with the prior quarter, althoughunderlying that, there’s some very solid activity in the sales of fiduciary andasset management accounts, so a nice story there. Good control of expenses. Youcan see assets under management increased 4% on linked-quarter basis.

The Corporate Investment Bank, obviously the bottom line results are theproduct of the marks which we’ve described. You can see revenue of $819 milliondecreased $1.4 billion from the prior quarter. Net interest income is up strongand again I would expect that that would be a source of growth there for acouple of reasons: (1) there will be more assets held in portfolio; and (2)spreads are wider. So I think that’s going to be a good story there.

Finally, after the entire industry laboring under incredibly narrow spreadswe’re finally seeing a decent risk-return profile and that should be a sourceof growth, both for CIB and for the company.

Overall, expenses down 39%. That would be in the personnel line, as well asevery other line item in their income statement. Great control there and Ithink there’s reason to believe you’ll see that kind of discipline displayed goingforward.

Average core deposits up about 1% or 17% from last year.

Capital Management, turning to page 13, segment earnings of $275 million. Asyou can do the math, if you add $40 million hit on the market funds after tax,add somewhere around $23 million, $24 million, and so absent that you wouldhave had again record results. There’s a good story across many differentareas. Brokerage was great in terms of adding advisors, great expense control,great margin. In the money market area, I think there was flight to quality andwe saw a $6 billion increase in institutional money market accounts since June30th. That’s up about 18%.

On the AG Edwards front, we’ve completed our due diligence efforts, which isa really deep dive into all the elements of the expense and income statements.We’ve selected senior leaders. We’re probably about 90 days ahead of where wewould have been with the Pru integration at this point, which I think is greatfrom that standpoint. We’ve revalidated all the expenses saves and revenuesynergies that we put in our model and feel good about where we’re situated onAG Edwards.

With that I will turn it over to Don before we get back to guidance.

Donald K. Truslow

Thanks, Tom. Looking at page 14 here, while we’ve been expecting an upturnin credit costs for some time, as Ken and Tom have alluded to, the accelerateddecline in the housing market particularly as evidenced by trends over the lastmonth or so, caused credit costs toward the end of the quarter to rise somewhatfaster than we had projected.

I’ll first give a high-level recap of the quarter. Some of the informationTom’s already touched on. Then probably appropriate to dive a little deeperinto a couple of key areas.

Non-performing assets rose $881 million to 63 basis points during thequarter. The largest component of that was a $587 million increase in consumerreal estate loans and a $127 million increase in consumer foreclosed realestate. Commercial real estate non-performing loans were up $128 million,ending the quarter at $289 million, with most of that increase representingsoftness in the residential home-building sector. Commercial and other consumernon-perform increases were pretty modest during the quarter.

Turning to charge-offs, losses rose to $206 million from $150 million in thesecond quarter. We ended the quarter with a 19 basis point charge-off ratio.Commercial charge-offs were up $7 million, primarily reflecting lowerrecoveries of $5 million and represented just 8 basis points.

Consumer charge-offs rose $49 million and were mostly driven by seasonallyhigher auto loan losses. Consumer real estate secured loan charge-offs were upa modest $18 million in the quarter and totaled just 8 basis points.

Tom touched on provision expense totaled $408 million. That resulted in anincrease to the allowance for credit losses of a little over $200 millionbefore the transfer out of $63 million for the movement of loans transferred toheld for sale, most of that being attributed to the credit card portfolio beingmoved to held for sale.

The increase in the overall allowance was really driven by two things: (1) increasedloan volumes. As we’ve said, there was some modest deterioration in creditquality. Also included in the allowance calculation is an $88 millioncorrection in the consumer formula-based component for overdrafts, which hadthe effect of reducing the amount of reserves needed. Additionally, there is a$75 million increase to the unassigned portion of our allowance reflecting aless certain outlook for our credit environment.

Stepping back, it’s worth making a couple of comments about some key areasin the loan accounts. Starting with the mortgage company, non-performing loanscontinue to have a low loan to value on average, and therefore we believerepresent relatively low loss content. Loan to values at the origination ofthese non-performing loans averaged 75%. Periodically we go through and weupdate those values using AVM estimated value analysis, and we did that inAugust. That’s all done at the loan level. So when we ran this analysis inAugust we saw a little bit of deterioration in the loan to value numbers, butthey were still at a very conservative 77%.

Charge-offs from the mortgage company portfolio were a modest $21 million orabout 5.5 basis points on an annualized basis. At the end of the quarter, totalloans past due 30 days or more, including non-performs, were still relativelylow at 3.6%.

Much of the increase in non-performing loans and the losses, although stilllow, are on loans in certain Californiamarkets that have experienced fairly steep declines in prices. Our delinquencycall centers report that the primary reasons for borrowers struggling to payare threefold. First it’s reduction of income or underemployment. Second is theassumption of additional debt from lenders other than Wachovia and therebychanging their credit profile from the origination of the loan. Third, unemployment.We have seen some uptake on unemployment in some of these markets.

Now, let me also point out that while the average current estimate of theappraised value of non-performing loans is 77%, there is $380 million inbalances out of the total $1.7 billion where the current estimate of value isover 90%. Actually, on that pool averages in the high 90’s. Again, reflectingthe dramatic decline of house prices in certain markets. These particular loanshad a low loan to value of just under 80% at origination. It’s interesting tonote here that problems in these markets, really for all lenders, seem to beacross the board without regard to originating FICO, the type of loan or thecondition of the property.

Given our outlook for continued weakness in the housing market and thepossibility for a slowing consumer sector, we anticipate that non-performingloans on our consumer mortgage book will continue to increase over the next fewquarters and that losses will be up, albeit at fairly modest charge-off rates.

To manage the increase in loans in foreclosure, we have significantlyincreased our staff responsible for handling OREO properties and working withdelinquent borrowers. When we do foreclose on a property we are moving as aggressivelyas we can to prepare and price the property to sell, and sometimes choosing tomaybe take a somewhat higher loss on that sale rather than risk holding out fora top dollar opportunity that may or may not come down the road.

The commercial real estate portfolio continues to perform very well overall.Loans secured with income-producing property continues to enjoy solidunderlying fundamentals with favorable vacancy rates and cash flows. As we havenoted, probably on the last couple of calls, the portion of the commercial realestate portfolio connected to housing is experiencing an upward trend incriticized assets resulting in modestly higher charge-offs and non-performs.While these loans have generally performed well overall and the charge-offs inthe total real estate financial services portfolio were only $3 million in thequarter.

We do anticipate further softening and have recently undertaken a thoroughreview of our residential related commercial real estate loans. Nearly all ofthese loans are on a ‘with recourse’ basis and as we identify potentialweaknesses we are and will be moving aggressively to work with borrowers toeither shore up or move those loans as best we can. As we have worked through thescrub of the portfolio, while we believe credit costs will be rising, webelieve the deterioration will be manageable.

Commercial middle market, business banking, as well as the credit quality inour large corporate loans continues to perform very well. It’s also worthnoting that second lien residential consumer loans continues to show verystrong performance. Nearly all of our second lien loans are relationship drivenand originated through our branches. As we’ve published in a couple of recentpresentations, these loans are well secured and carry high average FICO scores.The end of the quarter, 90-day past-due loans including non-performs on thissecond lien portfolio total just 45 basis points and total non-performing loanson second lien loans were just $41 million.

As we enter the fourth quarter and head into 2008 we do see credit costsrising from the very low levels which we’ve experienced for the last couple ofyears. While somewhat subjective, we have been guessing or basically estimatingthat the average through the cycle charge-off rate for our loan portfolio,given the mix of businesses, is probably somewhere in the 30 basis point range,give or take. While moving back to that rate over time is what we’ve beenexpecting, the negative trends in the housing market and probable softereconomic outlook, especially as it may impact the consumer, means that we willlikely see a faster adjustment to that norm as we head into 2008 than wethought as we entered the third quarter.

We are adjusting our annual guidance for 2007 for charge-offs to the highteens. It’s noted in the outlook session in the pages that follow for thefourth quarter, we anticipate charge-offs for this quarter to be in the mid to upper-20basis point range. Also as Ken has mentioned in his opening remarks, we willcontinue to examine credit trends each quarter and add to our reserve asappropriate.

So Tom, in summary I would say that credit quality remains good by historicmeasures, but we are seeing more credit issues on the horizon for the industryas the housing segment of the economy continues to weaken. But given ourcollateral positions and underwriting at origination we firmly believe thatwe’re relatively well positioned to ride out this environment.

Thomas J. Wurtz

Thank you, Don. If I could ask people to turn to page 15, 15 is our full yearguidance in the same form that we use every other quarter and I would say thiswas put in just as a convenience to folks if your models are driven in this manner.But I think if you want to be able to understand what our view is of the fourthquarter it would be much more convenient to turn to page 16. There, we simplyprovide a reference for what third quarter actual results are and then ouroutlook for the fourth quarter in reference to the third quarter results.

I would make the note, this does not reflect the impact of AG Edwards, whichclosed on October 1st, which I’ll address separately.

So net interest income, $4.6 billion and we expect 1% to 3% growth relativeto that value. Income, $2.8 billion, obviously at a depressed level. We expect30% to 34% growth in the fourth quarter. Non-interest expense, $4.4 billion.Expect that growth to be in the 5% to 7% growth range. Minority interest expense,$189 million, expected to be down 20% to 30% from that level.

Loans, we expect overall loans to be mid single-digit growth range. Andcharge-offs, as Don mentioned, 25 to 30 basis point range. The provision, asKen mentioned and Don mentioned, would expect to be higher. This quarterprovisions exceeded charge-offs by $200 million and it isn’t at all that unreasonablethat you can have something similar or even greater next quarter. We’ll justhave to see what the trends suggest. If the trends had indicated that wouldhave been appropriate this quarter we would have done that. They didn’t and sowe’ll move forward to next quarter. We should achieve our target capital ratiosin the quarter.

Finally, with respect to AG Edwards, on the bottom of the page we’ve shownwhat their last quarter results were for revenue and expense and net income,for folks that want to incorporate that into their model, and by ourcalculations we don’t believe that in the fourth quarter it has any materialimpact whatsoever. It should be about breakeven with our results. So if you getresults different than that then I would suggest you try again.

With that, I’ll turn it back to Ken.

G. Kennedy Thompson

Well that completes our formal presentation, operator, and now we would liketo open the floor for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question will come from the line of BobPatton with Morgan Keegan.

Bob Patton – Morgan Keegan

Morning, guys.

G. Kennedy Thompson

Morning, Bob.

Bob Patton – Morgan Keegan

Can you give a little color as to what the impact is with and without GoldenWest? I mean, obviously California markets, we know what’s going on and you’vegiven some colour, Don, but can you sort of give a little more colour what’sgoing on in terms of the trends in some of the Golden West markets and theportfolio?

G. Kennedy Thompson

Bob, given that the kind of hot spots driving the increase in non-performare the certain California markets and the fact that Golden West was moreheavily concentrated at the time of the deal, most of the increase innon-performs does come out of the legacy Golden West portfolio.

But it really relates back to what is happening underlying in those marketsas opposed to anything about the product or the underwriting at inception. As amatter of fact, I think the fact that the way those loans were underwritten andhow collateral was appraised, et cetera, I think we are probably faring in muchbetter shape than other lenders in this market.

Donald K. Truslow

What I can tell you, Bob, is from a top of the house perspective in terms ofnet income contribution of Golden West, net income is materially higher in 2007than it was in 2006. I would have a fair amount of optimism or a great amountof optimism that you will see or we will see growth in 2008 as well. We’reseeing balanced growth, margins are wider, and to this point actual creditlosses have been extraordinarily low and we’ve achieved all the expense cutsplus probably a little bit more as we integrated our mortgage businesses. I’dbe honest with you, it didn’t hit the numbers we thought back in 2006 or 2007,but it’s clearly growing and will continue to grow at a nice healthy pace.

Bob Patton – Morgan Keegan

Don, in terms of where we are in this housing cycle, obviously it’s accelerating.Obviously we all got caught a little surprised with the rate of deteriorationand provisions across the group. Where do you think we are in terms ofpercentage? Are we halfway there? A quarter of the way there? Is this through’09? What’s your thoughts?

Donald K. Truslow

Gosh, Bob, it’s just hard to tell. I don’t know whether we’re a third of theway or half way through, but it’s very evident that the withdrawal of capitalthat existed for a segment of homebuyers out there, call it sub-prime or lowerquality credits disappeared and that’s forcing a lot of inventory back on themarket and it’s having widespread effects across the market. I don’t think anyof us really connected those dots to understand that broad ripple effect.

Of course, there are a lot of resets that have been in the press beingtalked about coming up as we head into 2008 and what impact that has in furtherinventory coming back on the market. I think we’re just going to have to watch.

On the positive side -- and this is kind of good and bad -- but the housingstart numbers the other day were low and as you would hope, so maybe that’s asignal that new inventory from construction is slowing down and hopefully willhelp us work through the inventory overhang out there maybe a little morequickly. Personally I think we’re looking at a very soft housing environmentwell into 2008, if not all the way through 2008.

G. Kennedy Thompson

I would just say, Bob, a couple of the areas where again that would be positivewould be the reset issue that Don described isn’t an issue for us. Our productsdon’t have that feature. Second, just amplifying what Don said about the secondportfolio, it’s performing extraordinarily well with only about $40 million inNPAs. So we’re insulated from that standpoint and that’s certainly a source ofcomfort.

Operator

Your next question will come from the line of Gerard Cassidy with RBCCapital Markets.

Gerard Cassidy – RBC Capital Markets

A question about the net charge-off ratio that Don touched on regarding afull cycle of being about 30 basis points. Would you expect to exceed that inthe down part of the cycle since you had great numbers in the last couple ofyears in the teens? So to get to that average do we need to exceed that 30basis points at some point in the future?

Donald K. Truslow

I mean, that would be an average through a cycle and so we’ve kind of beentracking an interesting trend going back to the third quarter of 2001, the lastcycle, and pulling through our average charge-off ratios including losses onloans that we’ve sold into market or took advantage of the cash markets.

If you average through those years up until maybe last quarter or thequarter before, wherever you want to pick, maybe the beginning of theinflection point, we’re in the low 30’s. Again, it’s subjective because marketschange, every cycle is different. It’s really just an educated estimate.

But when I talk about 30 basis points give or take it really is through acycle. So at some point in the downturn you’re in worse position and obviouslyat other points you’re in a better position.

Gerard Cassidy – RBC Capital Markets

The other question, can you guys give us some further color on the commentyou made about the $40 million valuation loss related to the certain asset-backedcommercial paper investments at Evergreen?

Donald K. Truslow

Sure, I’d be happy to, Gerard. Really, when the market was at its ultimatedisruption everyone was concerned by commercial papers that was supported byassets and asset-backed commercial paper vehicles. We looked through theportfolio and we saw about $1 billion of commercial paper that was backed bywhat we considered to be pretty high quality underlying collateral and we feltthat it would reassure customers of the Evergreen Funds to buy them out.

Essentially all the underlying positions were AAA collateral. So we boughtthem out and as we sit here today probably about half of it has been resolvedor paid back and there’s some more coming down the line where the ultimate losswill be zero. So we’ll probably take a hit in the neighborhood of $4 million,$5 million, $6 million perhaps if we were to sell the assets and if we were tohold onto them, perhaps nothing. But we just thought it was the right thing todo and I think our customers saw that as a real sign of strength. As Imentioned, we saw great inflows during the quarter.

Gerard Cassidy – RBC Capital Markets

Finally, somebody mentioned about you guys have seen some softness inunemployment or unemployment rates rising in some of your markets. Can you tellus or identify which markets you’re seeing that happen?

Donald K. Truslow

I was mentioning that, and if you go out to pull the data from moodyseconomy.comand just track some of the markets in Californiaand the central valley and, again, some of the places you have been reading aboutwhere there’ve been housing declines, you also see a slight corresponding uptickin unemployment. So that’s where we pulled that data.

Operator

Your next question will come from the line of Gary Townsend with FBR CapitalMarkets.

Gary Townsend – FBR Capital Markets

Ken, could you talk about risk management experience in the past quarter inyour capital markets operations, please? Were you satisfied? What might you dobetter? What types of assessments are being made?

G. Kennedy Thompson

I would say to you that starting in that second or third week in July whenthe markets seized up we have been very hands on and very active in meetingwith CIB leaders, with risk, with finance, and me on a regular basis. As Ithink Tom said, we think our disclosure to you on our marks is extremelytransparent. That $1.3 billion in marks is essentially all of the marks we tookand we think that a lot of other companies as they have presented their markshave only shown you certain areas. So we think that the $1.3 billion that youmight compare us with others is maybe overstated a little bit.

But if you look back at the marks that we took, 90% of those marks are in whatwe consider to be very core businesses for us. That would be leverage finance,commercial real estate finance, and structured products. Those are businessesthat fit our business model well. We’ve got traditional strength in those fixedincome markets and those are businesses that we want to be in.

I would say to you that I’m comfortable that our capital markets leadersunderstand our business model, that they sized our risk limits and stress teststo the desired earnings and historical financial performance goals. I think our business unit at all timesoperated within approved limits. We didn’t see any situations where we gotoutside of limits or outside of our model.

I think without question we’re going to use the experience that we’ve just beenthrough to refine our models. We’re certainly going to worsen some of thestress testing conditions that we look at going forward and we’ll change theway we do some things.

I would say that as we look at results I think the biggest disappointmentfor me is that of those $1.3 billion in marks we had about $300 million,roughly $300 million in losses on AAA sub-prime paper that was in trading deskor in inventory. The thing that disappoints me about that is we have aninstitutional bias here against sub-prime. We avoided it in our originationefforts and we avoided it for the most part in our securitization efforts.

So frankly, I think we had a little bit of a breakdown in having AAAsub-prime in some of our portfolios that we took losses on. I do think that itis really quite amazing that we can take $300 million of losses on AAA paper. Imean, we didn’t expect that that paper could degenerate that fast with thatkind of swiftness.

So overall I would say to you that I think we did a good job in our riskmanagement here. We have always been in this business knowing that losses couldtake place. Some of it is liquidity and may come back. But we’ve always had a minimumtarget that said we could lose one quarter’s worth of earnings in our marketsbusiness and that’s essentially what happened here and I think we’re poised togrow those businesses going forward.

Does that get at your question?

Gary Townsend – FBR Capital Markets

Quite thoroughly. Thank you. Don, could you talk about auto credit andtrends there? This has obviously poked its head up now too.

Donald K. Truslow

For the quarter the uptick is primarily seasonally driven. If you go backand look at our portfolio, the track by quarter of charge-off rates, typicallythe first and the second quarter, particularly the second quarter, is a lowpoint. But as the manufacturers begin to change over their model years there isan impact as we go to market with repossessions in the third quarter and thefourth quarter given that there are new car models coming on the market. Soseverities tend to rise.

The charge-ff rates in the auto portfolio have been pretty much tracking to theseasonal pattern we’ve seen in the past. So while charge-offs are up, the otherthing that maybe is not as transparent that you’ve got to keep in mind is thatit’s a very profitable business and the margins that we’re getting on the paperwe feel like we’re being very well compensated for the risk.

Actually, on the Westportportfolio we are tracking well below the charge-off forecast that weanticipated at the time of the deal. So we’re very pleased about that.

Gary Townsend – FBR Capital Markets

So the weaker trend in auto you’d describe as more seasonal?

Donald K. Truslow

That was primarily what we saw in our portfolio. I guess a key questiongoing forward for all of us looking at 2008 is if the housing disruption beginsto impact the consumer in a bigger way, does that then ripple back into theauto market in some form or fashion more than we’re seeing?

Gary Townsend – FBR Capital Markets

As we talk to companies, September, and I think you mentioned this too, wasa particularly weak month for credit. Is that trend, as you see it in October,about the same? Would you say it’s slowed or accelerated?

Donald K. Truslow

Still kind of early in the month, but I would say that the trends we sawlate August and September, half way through this month are about the same. Iwouldn’t say that they’ve accelerated, but they haven’t backed off either.

Operator

Your next question will come from the line of Matthew O’Connor, UBS.

Matthew O’Connor – UBS

Can you tell us how much reserves were set aside for your first lienresidential mortgages?

Donald K. Truslow

I don’t have the number right off the top of my head specifically, but I willtell you that the ticker tape portfolio was the largest component of the firstlien portfolio and we have multiples of what the losses have been and theexpected losses built into our model have been somewhere around 9 basis points.We are looking at that now. Of course, charge-offs on that portfolio have beenless and the overall reserve for the portfolio has been somewhere around 20, 22basis points. But we will be taking a look at that in the fourth quarter aswell as we freshen up the expected loss evident to 2008.

Matthew O’Connor – UBS

Assuming that goes higher, like under a stress scenario, if you get back tothat 18 basis points that you had last time, what would that do to reserves? Isit kind of a one-to-one, two-to-one? Can you give us a sense of the ratiothere?

Donald K. Truslow

Hard to know, just because of the couple of components that really drive thereserve. There`s an expected loss component that certainly would go up. There`sa variability component that may not change as much. So I don`t know that youcould ascribe a one-to-one move in the reserve to charge-off trends. As ageneral comment, the likelihood is we would be providing more than we are todayas we saw a credit worsen. Most likely a further charge-off amount.

G. Kennedy Thompson

I think it`s worth noting there that as provisions rise, what we`re alsoseeing is outstandings growing and we`ve got better margins in that businessnow. So to a certain extent we are seeing net interest income growth really wethink is going to do a very good job of paying us for the credit losses that wewill take as provisions go up.

Matthew O’Connor – UBS

That`s definitely a fair point. As we think about fourth quarter reservebuild, is it likely to be more than we had this quarter? On a reserve to loanbasis, for example, because of the good loan growth the ratio actually wentdown a little. If you`re going to revise up to the loss estimate should weexpect a pretty meaningful build in reserves in 4Q?

Donald K. Truslow

Matt, it’s just too early to say. The reserve process basically consists ofus looking at the portfolios that will come in at the end of the quarter and,as I mentioned, both look at loan volumes as well as credit quality, with someadjustment for trends that we may sense that aren’t captured in our normalother factors. So that’s, for instance, why we felt it appropriate to build ourunassigned reserve somewhat this quarter and we’ll just have to watch that aswe move into the quarter. I don’t know that I could give you a very clear senseof what might happen in the fourth quarter.

Operator

Ladies and gentlemen, we have reached the end of our allotted time forquestions and answers, and your final question will come from the line of KeithHorowitz with Citigroup.

Keith Horowitz – Citigroup

In your 10-Q you disclosed that you had roughly I think $7 billion SIV goingthrough your QER.It looks like you moved, you consolidated that $1.8 billion.First of all, is that correct? And if so, what happened to the remainder of theSIV? For example, were you able to sell some of those assets?

Thomas J. Wurtz

I’m going to answer your question and then also have one other note to make.I was looking through my notes as to things I wanted to mention on our marksand I noted that our marks were net of hedges, but it’s probably worthwhilenoting also that given that we’re not in fair value accounting there is nomark-to-market on our own debt softening those marks in that business.

In terms of the SIV exposure, we had a $7 billion exposure and basically $3billion of that amount appears as foreign loans and that is in Wachovia BankInternational. About $2 billion is in loans held for sale. Less than $2 billionis in trading. It was a little less than $1 billion that was really a cashposition in that account, so that came as cash. That’s kind of a reconciliationof where we were and where we are.

Keith Horowitz – Citigroup

It all collapsed back on balance sheet.

Thomas J. Wurtz

Correct.

G. Kennedy Thompson

You get that Keith? It’s all on balance sheet.

Keith Horowitz – Citigroup

Yeah, no, I got that. That’s the perfect answer. Thank you.

Operator

Are there any closing remarks?

G. Kennedy Thompson

I would just say thank you for your interest in Wachovia today. I hope thatwe’ve done a good job of answering the questions that you’ve got. Obviously, asalways, Alice Lehman and her team will be available to take further questions.

Just in closing, it’s obviously been a tough environment. We’re not excitedto report down earnings, but we are pretty optimistic about our model and aboutour ability to go forward and to do well at Wachovia. So thanks for being withus.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. You may alldisconnect.

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Source: Wachovia Q3 2007 Earnings Call Transcript

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